BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1, 2007 BEAR STEARNS ASSET BACKED SECURITIES I...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor,
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of February 1, 2007
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2007-HE2
ASSET-BACKED
CERTIFICATES, SERIES 2007-HE2
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
|
|
Section
1.01
|
Defined
Terms.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND
|
|
Section
2.01
|
Conveyance
of Trust Fund.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Seller.
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
Section
3.10
|
Servicing
Compensation.
|
Section
3.11
|
REO
Property.
|
Section
3.12
|
Liquidation
Reports.
|
Section
3.13
|
Annual
Statement as to Compliance.
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
Section
3.15
|
Books
and Records.
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
Section
3.18
|
UCC.
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
Section
3.21
|
Group
I Reserve Fund; Payments to and from Swap Administrator; Group I
Supplemental Interest Trust.
|
Section
3.22
|
Group
II Reserve Fund; Payments to and from Swap Administrator; Group II
Supplemental Interest Trust.
|
Section
3.23
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
Section
3.24
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
|
|
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
Section
4.04
|
Distribution
Account.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
Section
4.06
|
Class
I-P Certificate Account.
|
Section
4.07
|
Class
II-P Certificate Account.
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
|
|
Section
5.01
|
Advances.
|
Section
5.02
|
Compensating
Interest Payments.
|
Section
5.03
|
REMIC
Distributions.
|
Section
5.04
|
Distributions.
|
Section
5.05
|
Allocation
of Realized Losses.
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
|
|
Section
6.01
|
The
Certificates.
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
6.04
|
Persons
Deemed Owners.
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
6.06
|
Book-Entry
Certificates.
|
Section
6.07
|
Notices
to Depository.
|
Section
6.08
|
Definitive
Certificates.
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others.
|
Section
7.05
|
Master
Servicer Not to Resign.
|
Section
7.06
|
Successor
Master Servicer.
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
|
|
Section
8.01
|
Events
of Default.
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
Section
8.03
|
Notification
to Certificateholders.
|
Section
8.04
|
Waiver
of Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE
|
|
Section
9.01
|
Duties
of Trustee.
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
Section
9.04
|
Trustee
May Own Certificates.
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
Section
9.07
|
Insurance.
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
Section
9.09
|
Successor
Trustee.
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
|
|
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
10.02
|
Final
Distribution on the Certificates.
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
Section
11.01
|
Amendment.
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
Section
11.03
|
Governing
Law.
|
Section
11.04
|
Intention
of Parties.
|
Section
11.05
|
Notices.
|
Section
11.06
|
Severability
of Provisions.
|
Section
11.07
|
Assignment.
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
Section
11.09
|
Inspection
and Audit Rights.
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
Section
11.11
|
Third
Party Rights.
|
Exhibits
|
|
Exhibit
A-1
|
Form
of Class A Certificates
|
Exhibit
A-2
|
Form
of Class M Certificates
|
Exhibit
A-3
|
Form
of Class P Certificates
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
Exhibit
A-5
|
Form
of Class R Certificates
|
Exhibit
B
|
Mortgage
Loan Schedule
|
Exhibit
C
|
Form
of Transferee Affidavit and Agreement
|
Exhibit
D
|
Form
of Transferor Certificate
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
Exhibit
G
|
Form
of Request for Release
|
Exhibit
H
|
DTC
Letter of Representations
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
Exhibit
J
|
Form
of Custodial Agreement
|
Exhibit
K
|
Form
of Back-Up Certification
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
Exhibit
M
|
Group
I Swap Agreement
|
Exhibit
N
|
Group
II Swap Agreement
|
Exhibit
O
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Exhibit
Q
|
Additional
Disclosure Notification
|
Exhibit
R
|
Form
of Transferor Affidavit
|
POOLING
AND SERVICING AGREEMENT, dated as of February 1, 2007, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
REMIC
I
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Group I Mortgage Loans and certain other related assets
subject to this Agreement (other than the Group I Reserve Fund, any related
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group
I
Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap
Account, the Group I Swap Collateral Account and any rights or obligations
in
respect of the Swap Administration Agreement) as a REMIC (as defined herein)
for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC I”. The Class I-R-1 Certificates will be the sole class of
Residual Interests (as defined herein) in REMIC I for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth
the
designation, the Uncertificated REMIC I Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC
I
Regular Interests will be certificated.
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
I-1-A
|
Variable(2)
|
$
490,962.56
|
March
25, 2037
|
|
I-1-B
|
Variable(2)
|
$
490,962.56
|
March
25, 2037
|
|
I-2-A
|
Variable(2)
|
$
681,976.07
|
March
25, 2037
|
|
I-2-B
|
Variable(2)
|
$
681,976.07
|
March
25, 2037
|
|
I-3-A
|
Variable(2)
|
$
874,195.03
|
March
25, 2037
|
|
I-3-B
|
Variable(2)
|
$
874,195.03
|
March
25, 2037
|
|
I-4-A
|
Variable(2)
|
$
1,066,067.13
|
March
25, 2037
|
|
I-4-B
|
Variable(2)
|
$
1,066,067.13
|
March
25, 2037
|
|
I-5-A
|
Variable(2)
|
$
1,255,955.56
|
March
25, 2037
|
|
I-5-B
|
Variable(2)
|
$
1,255,955.56
|
March
25, 2037
|
|
I-6-A
|
Variable(2)
|
$
1,442,155.32
|
March
25, 2037
|
|
I-6-B
|
Variable(2)
|
$
1,442,155.32
|
March
25, 2037
|
|
I-7-A
|
Variable(2)
|
$
1,622,911.73
|
March
25, 2037
|
|
I-7-B
|
Variable(2)
|
$
1,622,911.73
|
March
25, 2037
|
|
I-8-A
|
Variable(2)
|
$
1,795,946.95
|
March
25, 2037
|
|
I-8-B
|
Variable(2)
|
$
1,795,946.95
|
March
25, 2037
|
|
I-9-A
|
Variable(2)
|
$
1,960,013.38
|
March
25, 2037
|
|
I-9-B
|
Variable(2)
|
$
1,960,013.38
|
March
25, 2037
|
|
I-10-A
|
Variable(2)
|
$
2,113,046.46
|
March
25, 2037
|
|
I-10-B
|
Variable(2)
|
$
2,113,046.46
|
March
25, 2037
|
|
I-11-A
|
Variable(2)
|
$
2,244,500.82
|
March
25, 2037
|
|
I-11-B
|
Variable(2)
|
$
2,244,500.82
|
March
25, 2037
|
|
I-12-A
|
Variable(2)
|
$
2,150,746.79
|
March
25, 2037
|
|
I-12-B
|
Variable(2)
|
$
2,150,746.79
|
March
25, 2037
|
|
I-13-A
|
Variable(2)
|
$
2,054,722.11
|
March
25, 2037
|
|
I-13-B
|
Variable(2)
|
$
2,054,722.11
|
March
25, 2037
|
|
I-14-A
|
Variable(2)
|
$
1,963,050.75
|
March
25, 2037
|
|
I-14-B
|
Variable(2)
|
$
1,963,050.75
|
March
25, 2037
|
|
I-15-A
|
Variable(2)
|
$
1,875,533.17
|
March
25, 2037
|
|
I-15-B
|
Variable(2)
|
$
1,875,533.17
|
March
25, 2037
|
|
I-16-A
|
Variable(2)
|
$
1,791,979.07
|
March
25, 2037
|
|
I-16-B
|
Variable(2)
|
$
1,791,979.07
|
March
25, 2037
|
|
I-17-A
|
Variable(2)
|
$
1,712,206.91
|
March
25, 2037
|
|
I-17-B
|
Variable(2)
|
$
1,712,206.91
|
March
25, 2037
|
|
I-18-A
|
Variable(2)
|
$
1,636,043.52
|
March
25, 2037
|
|
I-18-B
|
Variable(2)
|
$
1,636,043.52
|
March
25, 2037
|
|
I-19-A
|
Variable(2)
|
$
1,563,323.79
|
March
25, 2037
|
|
I-19-B
|
Variable(2)
|
$
1,563,323.79
|
March
25, 2037
|
|
I-20-A
|
Variable(2)
|
$
1,493,878.74
|
March
25, 2037
|
|
I-20-B
|
Variable(2)
|
$
1,493,878.74
|
March
25, 2037
|
|
I-21-A
|
Variable(2)
|
$
1,427,581.93
|
March
25, 2037
|
|
I-21-B
|
Variable(2)
|
$
1,427,581.93
|
March
25, 2037
|
|
I-22-A
|
Variable(2)
|
$
1,364,277.52
|
March
25, 2037
|
|
I-22-B
|
Variable(2)
|
$
1,364,277.52
|
March
25, 2037
|
|
I-23-A
|
Variable(2)
|
$
1,303,771.03
|
March
25, 2037
|
|
I-23-B
|
Variable(2)
|
$
1,303,771.03
|
March
25, 2037
|
|
I-24-A
|
Variable(2)
|
$
1,243,517.38
|
March
25, 2037
|
|
I-24-B
|
Variable(2)
|
$
1,243,517.38
|
March
25, 2037
|
|
I-25-A
|
Variable(2)
|
$
1,188,625.94
|
March
25, 2037
|
|
I-25-B
|
Variable(2)
|
$
1,188,625.94
|
March
25, 2037
|
|
I-26-A
|
Variable(2)
|
$
1,136,201.18
|
March
25, 2037
|
|
I-26-B
|
Variable(2)
|
$
1,136,201.18
|
March
25, 2037
|
|
I-27-A
|
Variable(2)
|
$
1,086,130.78
|
March
25, 2037
|
|
I-27-B
|
Variable(2)
|
$
1,086,130.78
|
March
25, 2037
|
|
I-28-A
|
Variable(2)
|
$
1,038,307.59
|
March
25, 2037
|
|
I-28-B
|
Variable(2)
|
$
1,038,307.59
|
March
25, 2037
|
|
I-29-A
|
Variable(2)
|
$
992,629.39
|
March
25, 2037
|
|
I-29-B
|
Variable(2)
|
$
992,629.39
|
March
25, 2037
|
|
I-30-A
|
Variable(2)
|
$
948,959.54
|
March
25, 2037
|
|
I-30-B
|
Variable(2)
|
$
948,959.54
|
March
25, 2037
|
|
I-31-A
|
Variable(2)
|
$
907,286.66
|
March
25, 2037
|
|
I-31-B
|
Variable(2)
|
$
907,286.66
|
March
25, 2037
|
|
I-32-A
|
Variable(2)
|
$
867,479.19
|
March
25, 2037
|
|
I-32-B
|
Variable(2)
|
$
867,479.19
|
March
25, 2037
|
|
I-33-A
|
Variable(2)
|
$
829,452.42
|
March
25, 2037
|
|
I-33-B
|
Variable(2)
|
$
829,452.42
|
March
25, 2037
|
|
I-34-A
|
Variable(2)
|
$
793,125.58
|
March
25, 2037
|
|
I-34-B
|
Variable(2)
|
$
793,125.58
|
March
25, 2037
|
|
I-35-A
|
Variable(2)
|
$
758,355.73
|
March
25, 2037
|
|
I-35-B
|
Variable(2)
|
$
758,355.73
|
March
25, 2037
|
|
I-36-A
|
Variable(2)
|
$
725,166.07
|
March
25, 2037
|
|
I-36-B
|
Variable(2)
|
$
725,166.07
|
March
25, 2037
|
|
I-37-A
|
Variable(2)
|
$
693,499.43
|
March
25, 2037
|
|
I-37-B
|
Variable(2)
|
$
693,499.43
|
March
25, 2037
|
|
I-38-A
|
Variable(2)
|
$
663,244.24
|
March
25, 2037
|
|
I-38-B
|
Variable(2)
|
$
663,244.24
|
March
25, 2037
|
|
I-39-A
|
Variable(2)
|
$
634,336.56
|
March
25, 2037
|
|
I-39-B
|
Variable(2)
|
$
634,336.56
|
March
25, 2037
|
|
I-40-A
|
Variable(2)
|
$
606,715.49
|
March
25, 2037
|
|
I-40-B
|
Variable(2)
|
$
606,715.49
|
March
25, 2037
|
|
I-41-A
|
Variable(2)
|
$
580,319.57
|
March
25, 2037
|
|
I-41-B
|
Variable(2)
|
$
580,319.57
|
March
25, 2037
|
|
I-42-A
|
Variable(2)
|
$
555,097.86
|
March
25, 2037
|
|
I-42-B
|
Variable(2)
|
$
555,097.86
|
March
25, 2037
|
|
I-43-A
|
Variable(2)
|
$
530,998.50
|
March
25, 2037
|
|
I-43-B
|
Variable(2)
|
$
530,998.50
|
March
25, 2037
|
|
I-44-A
|
Variable(2)
|
$
507,968.51
|
March
25, 2037
|
|
I-44-B
|
Variable(2)
|
$
507,968.51
|
March
25, 2037
|
|
I-45-A
|
Variable(2)
|
$
485,959.60
|
March
25, 2037
|
|
I-45-B
|
Variable(2)
|
$
485,959.60
|
March
25, 2037
|
|
I-46-A
|
Variable(2)
|
$
464,925.78
|
March
25, 2037
|
|
I-46-B
|
Variable(2)
|
$
464,925.78
|
March
25, 2037
|
|
I-47-A
|
Variable(2)
|
$
444,823.10
|
March
25, 2037
|
|
I-47-B
|
Variable(2)
|
$
444,823.10
|
March
25, 2037
|
|
I-48-A
|
Variable(2)
|
$
6,926,655.22
|
March
25, 2037
|
|
I-48-B
|
Variable(2)
|
$
6,926,655.22
|
March
25, 2037
|
|
I-49-A
|
Variable(2)
|
$
101,253.52
|
March
25, 2037
|
|
I-49-B
|
Variable(2)
|
$
101,253.52
|
March
25, 2037
|
|
I-50-A
|
Variable(2)
|
$
98,087.83
|
March
25, 2037
|
|
I-50-B
|
Variable(2)
|
$
98,087.83
|
March
25, 2037
|
|
I-51-A
|
Variable(2)
|
$
95,020.73
|
March
25, 2037
|
|
I-51-B
|
Variable(2)
|
$
95,020.73
|
March
25, 2037
|
|
I-52-A
|
Variable(2)
|
$
92,049.15
|
March
25, 2037
|
|
I-52-B
|
Variable(2)
|
$
92,049.15
|
March
25, 2037
|
|
I-53-A
|
Variable(2)
|
$
89,170.13
|
March
25, 2037
|
|
I-53-B
|
Variable(2)
|
$
89,170.13
|
March
25, 2037
|
|
I-54-A
|
Variable(2)
|
$
86,380.79
|
March
25, 2037
|
|
I-54-B
|
Variable(2)
|
$
86,380.79
|
March
25, 2037
|
|
I-55-A
|
Variable(2)
|
$
83,678.36
|
March
25, 2037
|
|
I-55-B
|
Variable(2)
|
$
83,678.36
|
March
25, 2037
|
|
I-56-A
|
Variable(2)
|
$
81,060.13
|
March
25, 2037
|
|
I-56-B
|
Variable(2)
|
$
81,060.13
|
March
25, 2037
|
|
I-57-A
|
Variable(2)
|
$
78,523.48
|
March
25, 2037
|
|
I-57-B
|
Variable(2)
|
$
78,523.48
|
March
25, 2037
|
|
I-58-A
|
Variable(2)
|
$
76,065.88
|
March
25, 2037
|
|
I-58-B
|
Variable(2)
|
$
76,065.88
|
March
25, 2037
|
|
I-59-A
|
Variable(2)
|
$
73,684.88
|
March
25, 2037
|
|
I-59-B
|
Variable(2)
|
$
73,684.88
|
March
25, 2037
|
|
I-60-A
|
Variable(2)
|
$
2,266,607.85
|
March
25, 2037
|
|
I-60-B
|
Variable(2)
|
$
2,266,607.85
|
March
25, 2037
|
|
P
|
0.00%
|
$
100.00
|
March
25, 2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement (other than the Group II Reserve Fund, any related
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group
II
Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap
Account, the Group II Swap Collateral Account and any rights or obligations
in
respect of the Swap Administration Agreement) as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class II-R-1 Certificates will be the sole class of Residual Interests
in
REMIC II for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Uncertificated REMIC II Pass-Through Rate,
the
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC II Regular Interests (as defined herein). None of
the REMIC II Regular Interests will be certificated.
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial Uncertificated Principal Balance |
Latest
Possible
Maturity
Date (1)
|
I-1-A
|
Variable(2)
|
$
1,729,798.24
|
February
25, 2037
|
I-1-B
|
Variable(2)
|
$
1,729,798.24
|
February
25, 2037
|
I-2-A
|
Variable(2)
|
$
2,298,206.28
|
February
25, 2037
|
I-2-B
|
Variable(2)
|
$
2,298,206.28
|
February
25, 2037
|
I-3-A
|
Variable(2)
|
$
2,867,937.19
|
February
25, 2037
|
I-3-B
|
Variable(2)
|
$
2,867,937.19
|
February
25, 2037
|
I-4-A
|
Variable(2)
|
$
3,434,289.10
|
February
25, 2037
|
I-4-B
|
Variable(2)
|
$
3,434,289.10
|
February
25, 2037
|
I-5-A
|
Variable(2)
|
$
3,992,355.75
|
February
25, 2037
|
I-5-B
|
Variable(2)
|
$
3,992,355.75
|
February
25, 2037
|
I-6-A
|
Variable(2)
|
$
4,537,037.56
|
February
25, 2037
|
I-6-B
|
Variable(2)
|
$
4,537,037.56
|
February
25, 2037
|
I-7-A
|
Variable(2)
|
$
5,062,241.47
|
February
25, 2037
|
I-7-B
|
Variable(2)
|
$
5,062,241.47
|
February
25, 2037
|
I-8-A
|
Variable(2)
|
$
5,563,087.85
|
February
25, 2037
|
I-8-B
|
Variable(2)
|
$
5,563,087.85
|
February
25, 2037
|
I-9-A
|
Variable(2)
|
$
6,031,728.17
|
February
25, 2037
|
I-9-B
|
Variable(2)
|
$
6,031,728.17
|
February
25, 2037
|
I-10-A
|
Variable(2)
|
$
6,423,522.88
|
February
25, 2037
|
I-10-B
|
Variable(2)
|
$
6,423,522.88
|
February
25, 2037
|
I-11-A
|
Variable(2)
|
$
6,529,225.81
|
February
25, 2037
|
I-11-B
|
Variable(2)
|
$
6,529,225.81
|
February
25, 2037
|
I-12-A
|
Variable(2)
|
$
6,269,418.03
|
February
25, 2037
|
I-12-B
|
Variable(2)
|
$
6,269,418.03
|
February
25, 2037
|
I-13-A
|
Variable(2)
|
$
5,991,544.07
|
February
25, 2037
|
I-13-B
|
Variable(2)
|
$
5,991,544.07
|
February
25, 2037
|
I-14-A
|
Variable(2)
|
$
5,726,200.34
|
February
25, 2037
|
I-14-B
|
Variable(2)
|
$
5,726,200.34
|
February
25, 2037
|
I-15-A
|
Variable(2)
|
$
5,472,814.65
|
February
25, 2037
|
I-15-B
|
Variable(2)
|
$
5,472,814.65
|
February
25, 2037
|
I-16-A
|
Variable(2)
|
$
5,230,841.25
|
February
25, 2037
|
I-16-B
|
Variable(2)
|
$
5,230,841.25
|
February
25, 2037
|
I-17-A
|
Variable(2)
|
$
4,999,759.47
|
February
25, 2037
|
I-17-B
|
Variable(2)
|
$
4,999,759.47
|
February
25, 2037
|
I-18-A
|
Variable(2)
|
$
4,779,072.61
|
February
25, 2037
|
I-18-B
|
Variable(2)
|
$
4,779,072.61
|
February
25, 2037
|
I-19-A
|
Variable(2)
|
$
4,568,299.90
|
February
25, 2037
|
I-19-B
|
Variable(2)
|
$
4,568,299.90
|
February
25, 2037
|
I-20-A
|
Variable(2)
|
$
4,367,000.70
|
February
25, 2037
|
I-20-B
|
Variable(2)
|
$
4,367,000.70
|
February
25, 2037
|
I-21-A
|
Variable(2)
|
$
4,174,720.84
|
February
25, 2037
|
I-21-B
|
Variable(2)
|
$
4,174,720.84
|
February
25, 2037
|
I-22-A
|
Variable(2)
|
$
3,990,513.96
|
February
25, 2037
|
I-22-B
|
Variable(2)
|
$
3,990,513.96
|
February
25, 2037
|
I-23-A
|
Variable(2)
|
$
3,812,594.69
|
February
25, 2037
|
I-23-B
|
Variable(2)
|
$
3,812,594.69
|
February
25, 2037
|
I-24-A
|
Variable(2)
|
$
3,640,776.25
|
February
25, 2037
|
I-24-B
|
Variable(2)
|
$
3,640,776.25
|
February
25, 2037
|
I-25-A
|
Variable(2)
|
$
3,481,408.74
|
February
25, 2037
|
I-25-B
|
Variable(2)
|
$
3,481,408.74
|
February
25, 2037
|
I-26-A
|
Variable(2)
|
$
3,329,158.42
|
February
25, 2037
|
I-26-B
|
Variable(2)
|
$
3,329,158.42
|
February
25, 2037
|
I-27-A
|
Variable(2)
|
$
3,183,701.52
|
February
25, 2037
|
I-27-B
|
Variable(2)
|
$
3,183,701.52
|
February
25, 2037
|
I-28-A
|
Variable(2)
|
$
3,044,715.86
|
February
25, 2037
|
I-28-B
|
Variable(2)
|
$
3,044,715.86
|
February
25, 2037
|
I-29-A
|
Variable(2)
|
$
2,911,812.21
|
February
25, 2037
|
I-29-B
|
Variable(2)
|
$
2,911,812.21
|
February
25, 2037
|
I-30-A
|
Variable(2)
|
$
2,784,349.37
|
February
25, 2037
|
I-30-B
|
Variable(2)
|
$
2,784,349.37
|
February
25, 2037
|
I-31-A
|
Variable(2)
|
$
2,663,189.76
|
February
25, 2037
|
I-31-B
|
Variable(2)
|
$
2,663,189.76
|
February
25, 2037
|
I-32-A
|
Variable(2)
|
$
2,547,419.27
|
February
25, 2037
|
I-32-B
|
Variable(2)
|
$
2,547,419.27
|
February
25, 2037
|
I-33-A
|
Variable(2)
|
$
2,436,788.98
|
February
25, 2037
|
I-33-B
|
Variable(2)
|
$
2,436,788.98
|
February
25, 2037
|
I-34-A
|
Variable(2)
|
$
2,330,910.14
|
February
25, 2037
|
I-34-B
|
Variable(2)
|
$
2,330,910.14
|
February
25, 2037
|
I-35-A
|
Variable(2)
|
$
2,229,658.09
|
February
25, 2037
|
I-35-B
|
Variable(2)
|
$
2,229,658.09
|
February
25, 2037
|
I-36-A
|
Variable(2)
|
$
2,133,065.44
|
February
25, 2037
|
I-36-B
|
Variable(2)
|
$
2,133,065.44
|
February
25, 2037
|
I-37-A
|
Variable(2)
|
$
2,040,826.17
|
February
25, 2037
|
I-37-B
|
Variable(2)
|
$
2,040,826.17
|
February
25, 2037
|
I-38-A
|
Variable(2)
|
$
1,952,666.86
|
February
25, 2037
|
I-38-B
|
Variable(2)
|
$
1,952,666.86
|
February
25, 2037
|
I-39-A
|
Variable(2)
|
$
1,868,403.86
|
February
25, 2037
|
I-39-B
|
Variable(2)
|
$
1,868,403.86
|
February
25, 2037
|
I-40-A
|
Variable(2)
|
$
1,787,845.39
|
February
25, 2037
|
I-40-B
|
Variable(2)
|
$
1,787,845.39
|
February
25, 2037
|
I-41-A
|
Variable(2)
|
$
1,710,835.49
|
February
25, 2037
|
I-41-B
|
Variable(2)
|
$
1,710,835.49
|
February
25, 2037
|
I-42-A
|
Variable(2)
|
$
1,637,228.92
|
February
25, 2037
|
I-42-B
|
Variable(2)
|
$
1,637,228.92
|
February
25, 2037
|
I-43-A
|
Variable(2)
|
$
1,566,881.33
|
February
25, 2037
|
I-43-B
|
Variable(2)
|
$
1,566,881.33
|
February
25, 2037
|
I-44-A
|
Variable(2)
|
$
1,499,629.97
|
February
25, 2037
|
I-44-B
|
Variable(2)
|
$
1,499,629.97
|
February
25, 2037
|
I-45-A
|
Variable(2)
|
$
1,435,335.51
|
February
25, 2037
|
I-45-B
|
Variable(2)
|
$
1,435,335.51
|
February
25, 2037
|
I-46-A
|
Variable(2)
|
$
1,373,865.49
|
February
25, 2037
|
I-46-B
|
Variable(2)
|
$
1,373,865.49
|
February
25, 2037
|
I-47-A
|
Variable(2)
|
$
1,315,093.40
|
February
25, 2037
|
I-47-B
|
Variable(2)
|
$
1,315,093.40
|
February
25, 2037
|
I-48-A
|
Variable(2)
|
$
19,724,884.46
|
February
25, 2037
|
I-48-B
|
Variable(2)
|
$
19,724,884.46
|
February
25, 2037
|
I-49-A
|
Variable(2)
|
$
336,242.81
|
February
25, 2037
|
I-49-B
|
Variable(2)
|
$
336,242.81
|
February
25, 2037
|
I-50-A
|
Variable(2)
|
$
325,711.46
|
February
25, 2037
|
I-50-B
|
Variable(2)
|
$
325,711.46
|
February
25, 2037
|
I-51-A
|
Variable(2)
|
$
315,508.58
|
February
25, 2037
|
I-51-B
|
Variable(2)
|
$
315,508.58
|
February
25, 2037
|
I-52-A
|
Variable(2)
|
$
305,623.94
|
February
25, 2037
|
I-52-B
|
Variable(2)
|
$
305,623.94
|
February
25, 2037
|
I-53-A
|
Variable(2)
|
$
296,047.65
|
February
25, 2037
|
I-53-B
|
Variable(2)
|
$
296,047.65
|
February
25, 2037
|
I-54-A
|
Variable(2)
|
$
286,770.13
|
February
25, 2037
|
I-54-B
|
Variable(2)
|
$
286,770.13
|
February
25, 2037
|
I-55-A
|
Variable(2)
|
$
277,782.09
|
February
25, 2037
|
I-55-B
|
Variable(2)
|
$
277,782.09
|
February
25, 2037
|
I-56-A
|
Variable(2)
|
$
269,074.52
|
February
25, 2037
|
I-56-B
|
Variable(2)
|
$
269,074.52
|
February
25, 2037
|
I-57-A
|
Variable(2)
|
$
260,638.69
|
February
25, 2037
|
I-57-B
|
Variable(2)
|
$
260,638.69
|
February
25, 2037
|
I-58-A
|
Variable(2)
|
$
252,466.16
|
February
25, 2037
|
I-58-B
|
Variable(2)
|
$
252,466.16
|
February
25, 2037
|
I-59-A
|
Variable(2)
|
$
244,587.72
|
February
25, 2037
|
I-59-B
|
Variable(2)
|
$
244,587.72
|
February
25, 2037
|
I-60-A
|
Variable(2)
|
$
7,504,804.03
|
February
25, 2037
|
I-60-B
|
Variable(2)
|
$
7,504,804.03
|
February
25, 2037
|
II-1-A
|
Variable(2)
|
$
463,891.49
|
February
25, 2037
|
|
II-1-B
|
Variable(2)
|
$
463,891.49
|
February
25, 2037
|
|
II-2-A
|
Variable(2)
|
$
616,325.25
|
February
25, 2037
|
|
II-2-B
|
Variable(2)
|
$
616,325.25
|
February
25, 2037
|
|
II-3-A
|
Variable(2)
|
$
769,113.78
|
February
25, 2037
|
|
II-3-B
|
Variable(2)
|
$
769,113.78
|
February
25, 2037
|
|
II-4-A
|
Variable(2)
|
$
920,996.13
|
February
25, 2037
|
|
II-4-B
|
Variable(2)
|
$
920,996.13
|
February
25, 2037
|
|
II-5-A
|
Variable(2)
|
$
1,070,656.57
|
February
25, 2037
|
|
II-5-B
|
Variable(2)
|
$
1,070,656.57
|
February
25, 2037
|
II-6-A
|
Variable(2)
|
$
1,216,727.51
|
February
25, 2037
|
II-6-B
|
Variable(2)
|
$
1,216,727.51
|
February
25, 2037
|
II-7-A
|
Variable(2)
|
$
1,357,574.94
|
February
25, 2037
|
II-7-B
|
Variable(2)
|
$
1,357,574.94
|
February
25, 2037
|
II-8-A
|
Variable(2)
|
$
1,491,890.24
|
February
25, 2037
|
II-8-B
|
Variable(2)
|
$
1,491,890.24
|
February
25, 2037
|
II-9-A
|
Variable(2)
|
$
1,617,568.63
|
February
25, 2037
|
II-9-B
|
Variable(2)
|
$
1,617,568.63
|
February
25, 2037
|
II-10-A
|
Variable(2)
|
$
1,722,638.82
|
February
25, 2037
|
II-10-B
|
Variable(2)
|
$
1,722,638.82
|
February
25, 2037
|
II-11-A
|
Variable(2)
|
$
1,750,985.88
|
February
25, 2037
|
II-11-B
|
Variable(2)
|
$
1,750,985.88
|
February
25, 2037
|
II-12-A
|
Variable(2)
|
$
1,681,311.50
|
February
25, 2037
|
II-12-B
|
Variable(2)
|
$
1,681,311.50
|
February
25, 2037
|
II-13-A
|
Variable(2)
|
$
1,606,792.19
|
February
25, 2037
|
II-13-B
|
Variable(2)
|
$
1,606,792.19
|
February
25, 2037
|
II-14-A
|
Variable(2)
|
$
1,535,633.20
|
February
25, 2037
|
II-14-B
|
Variable(2)
|
$
1,535,633.20
|
February
25, 2037
|
II-15-A
|
Variable(2)
|
$
1,467,681.07
|
February
25, 2037
|
II-15-B
|
Variable(2)
|
$
1,467,681.07
|
February
25, 2037
|
II-16-A
|
Variable(2)
|
$
1,402,789.46
|
February
25, 2037
|
II-16-B
|
Variable(2)
|
$
1,402,789.46
|
February
25, 2037
|
II-17-A
|
Variable(2)
|
$
1,340,818.72
|
February
25, 2037
|
II-17-B
|
Variable(2)
|
$
1,340,818.72
|
February
25, 2037
|
II-18-A
|
Variable(2)
|
$
1,281,635.66
|
February
25, 2037
|
II-18-B
|
Variable(2)
|
$
1,281,635.66
|
February
25, 2037
|
II-19-A
|
Variable(2)
|
$
1,225,111.34
|
February
25, 2037
|
II-19-B
|
Variable(2)
|
$
1,225,111.34
|
February
25, 2037
|
II-20-A
|
Variable(2)
|
$
1,171,127.60
|
February
25, 2037
|
II-20-B
|
Variable(2)
|
$
1,171,127.60
|
February
25, 2037
|
II-21-A
|
Variable(2)
|
$
1,119,562.63
|
February
25, 2037
|
II-21-B
|
Variable(2)
|
$
1,119,562.63
|
February
25, 2037
|
II-22-A
|
Variable(2)
|
$
1,070,162.65
|
February
25, 2037
|
II-22-B
|
Variable(2)
|
$
1,070,162.65
|
February
25, 2037
|
II-23-A
|
Variable(2)
|
$
1,022,448.85
|
February
25, 2037
|
II-23-B
|
Variable(2)
|
$
1,022,448.85
|
February
25, 2037
|
II-24-A
|
Variable(2)
|
$
976,371.16
|
February
25, 2037
|
II-24-B
|
Variable(2)
|
$
976,371.16
|
February
25, 2037
|
II-25-A
|
Variable(2)
|
$
933,632.52
|
February
25, 2037
|
II-25-B
|
Variable(2)
|
$
933,632.52
|
February
25, 2037
|
II-26-A
|
Variable(2)
|
$
892,802.54
|
February
25, 2037
|
II-26-B
|
Variable(2)
|
$
892,802.54
|
February
25, 2037
|
II-27-A
|
Variable(2)
|
$
853,794.39
|
February
25, 2037
|
II-27-B
|
Variable(2)
|
$
853,794.39
|
February
25, 2037
|
II-28-A
|
Variable(2)
|
$
816,521.68
|
February
25, 2037
|
II-28-B
|
Variable(2)
|
$
816,521.68
|
February
25, 2037
|
II-29-A
|
Variable(2)
|
$
780,880.03
|
February
25, 2037
|
II-29-B
|
Variable(2)
|
$
780,880.03
|
February
25, 2037
|
II-30-A
|
Variable(2)
|
$
746,697.47
|
February
25, 2037
|
II-30-B
|
Variable(2)
|
$
746,697.47
|
February
25, 2037
|
II-31-A
|
Variable(2)
|
$
714,205.30
|
February
25, 2037
|
II-31-B
|
Variable(2)
|
$
714,205.30
|
February
25, 2037
|
II-32-A
|
Variable(2)
|
$
683,158.35
|
February
25, 2037
|
II-32-B
|
Variable(2)
|
$
683,158.35
|
February
25, 2037
|
II-33-A
|
Variable(2)
|
$
653,489.89
|
February
25, 2037
|
II-33-B
|
Variable(2)
|
$
653,489.89
|
February
25, 2037
|
II-34-A
|
Variable(2)
|
$
625,095.66
|
February
25, 2037
|
II-34-B
|
Variable(2)
|
$
625,095.66
|
February
25, 2037
|
II-35-A
|
Variable(2)
|
$
597,942.23
|
February
25, 2037
|
II-35-B
|
Variable(2)
|
$
597,942.23
|
February
25, 2037
|
II-36-A
|
Variable(2)
|
$
572,038.34
|
February
25, 2037
|
II-36-B
|
Variable(2)
|
$
572,038.34
|
February
25, 2037
|
II-37-A
|
Variable(2)
|
$
547,301.92
|
February
25, 2037
|
II-37-B
|
Variable(2)
|
$
547,301.92
|
February
25, 2037
|
II-38-A
|
Variable(2)
|
$
523,659.65
|
February
25, 2037
|
II-38-B
|
Variable(2)
|
$
523,659.65
|
February
25, 2037
|
II-39-A
|
Variable(2)
|
$
501,062.28
|
February
25, 2037
|
II-39-B
|
Variable(2)
|
$
501,062.28
|
February
25, 2037
|
II-40-A
|
Variable(2)
|
$
479,458.38
|
February
25, 2037
|
II-40-B
|
Variable(2)
|
$
479,458.38
|
February
25, 2037
|
II-41-A
|
Variable(2)
|
$
458,806.12
|
February
25, 2037
|
II-41-B
|
Variable(2)
|
$
458,806.12
|
February
25, 2037
|
II-42-A
|
Variable(2)
|
$
439,066.56
|
February
25, 2037
|
II-42-B
|
Variable(2)
|
$
439,066.56
|
February
25, 2037
|
II-43-A
|
Variable(2)
|
$
420,200.98
|
February
25, 2037
|
II-43-B
|
Variable(2)
|
$
420,200.98
|
February
25, 2037
|
II-44-A
|
Variable(2)
|
$
402,165.73
|
February
25, 2037
|
II-44-B
|
Variable(2)
|
$
402,165.73
|
February
25, 2037
|
II-45-A
|
Variable(2)
|
$
384,923.46
|
February
25, 2037
|
II-45-B
|
Variable(2)
|
$
384,923.46
|
February
25, 2037
|
II-46-A
|
Variable(2)
|
$
368,438.64
|
February
25, 2037
|
II-46-B
|
Variable(2)
|
$
368,438.64
|
February
25, 2037
|
II-47-A
|
Variable(2)
|
$
352,677.34
|
February
25, 2037
|
II-47-B
|
Variable(2)
|
$
352,677.34
|
February
25, 2037
|
II-48-A
|
Variable(2)
|
$
5,289,753.35
|
February
25, 2037
|
II-48-B
|
Variable(2)
|
$
5,289,753.35
|
February
25, 2037
|
II-49-A
|
Variable(2)
|
$
90,172.47
|
February
25, 2037
|
II-49-B
|
Variable(2)
|
$
90,172.47
|
February
25, 2037
|
II-50-A
|
Variable(2)
|
$
87,348.21
|
February
25, 2037
|
II-50-B
|
Variable(2)
|
$
87,348.21
|
February
25, 2037
|
II-51-A
|
Variable(2)
|
$
84,612.03
|
February
25, 2037
|
II-51-B
|
Variable(2)
|
$
84,612.03
|
February
25, 2037
|
II-52-A
|
Variable(2)
|
$
81,961.20
|
February
25, 2037
|
II-52-B
|
Variable(2)
|
$
81,961.20
|
February
25, 2037
|
II-53-A
|
Variable(2)
|
$
79,393.07
|
February
25, 2037
|
II-53-B
|
Variable(2)
|
$
79,393.07
|
February
25, 2037
|
II-54-A
|
Variable(2)
|
$
76,905.05
|
February
25, 2037
|
II-54-B
|
Variable(2)
|
$
76,905.05
|
February
25, 2037
|
II-55-A
|
Variable(2)
|
$
74,494.67
|
February
25, 2037
|
II-55-B
|
Variable(2)
|
$
74,494.67
|
February
25, 2037
|
II-56-A
|
Variable(2)
|
$
72,159.50
|
February
25, 2037
|
II-56-B
|
Variable(2)
|
$
72,159.50
|
February
25, 2037
|
II-57-A
|
Variable(2)
|
$
69,897.21
|
February
25, 2037
|
II-57-B
|
Variable(2)
|
$
69,897.21
|
February
25, 2037
|
II-58-A
|
Variable(2)
|
$
67,705.53
|
February
25, 2037
|
II-58-B
|
Variable(2)
|
$
67,705.53
|
February
25, 2037
|
II-59-A
|
Variable(2)
|
$
65,592.71
|
February
25, 2037
|
II-59-B
|
Variable(2)
|
$
65,592.71
|
February
25, 2037
|
II-60-A
|
Variable(2)
|
$
2,012,613.17
|
February
25, 2037
|
II-60-B
|
Variable(2)
|
$
2,012,613.17
|
February
25, 2037
|
III-1-A
|
Variable(2)
|
$
477,389.20
|
February
25, 2037
|
|
III-1-B
|
Variable(2)
|
$
477,389.20
|
February
25, 2037
|
|
III-2-A
|
Variable(2)
|
$
634,258.28
|
February
25, 2037
|
|
III-2-B
|
Variable(2)
|
$
634,258.28
|
February
25, 2037
|
|
III-3-A
|
Variable(2)
|
$
791,492.45
|
February
25, 2037
|
|
III-3-B
|
Variable(2)
|
$
791,492.45
|
February
25, 2037
|
|
III-4-A
|
Variable(2)
|
$
947,794.08
|
February
25, 2037
|
|
III-4-B
|
Variable(2)
|
$
947,794.08
|
February
25, 2037
|
|
III-5-A
|
Variable(2)
|
$
1,101,809.15
|
February
25, 2037
|
|
III-5-B
|
Variable(2)
|
$
1,101,809.15
|
February
25, 2037
|
III-6-A
|
Variable(2)
|
$
1,252,130.27
|
February
25, 2037
|
||
III-6-B
|
Variable(2)
|
$
1,252,130.27
|
February
25, 2037
|
||
III-7-A
|
Variable(2)
|
$
1,397,075.89
|
February
25, 2037
|
||
III-7-B
|
Variable(2)
|
$
1,397,075.89
|
February
25, 2037
|
||
III-8-A
|
Variable(2)
|
$
1,535,299.33
|
February
25, 2037
|
||
III-8-B
|
Variable(2)
|
$
1,535,299.33
|
February
25, 2037
|
||
III-9-A
|
Variable(2)
|
$
1,664,634.54
|
February
25, 2037
|
||
III-9-B
|
Variable(2)
|
$
1,664,634.54
|
February
25, 2037
|
||
III-10-A
|
Variable(2)
|
$
1,772,761.93
|
February
25, 2037
|
||
III-10-B
|
Variable(2)
|
$
1,772,761.93
|
February
25, 2037
|
||
III-11-A
|
Variable(2)
|
$
1,801,933.79
|
February
25, 2037
|
||
III-11-B
|
Variable(2)
|
$
1,801,933.79
|
February
25, 2037
|
||
III-12-A
|
Variable(2)
|
$
1,730,232.12
|
February
25, 2037
|
||
III-12-B
|
Variable(2)
|
$
1,730,232.12
|
February
25, 2037
|
||
III-13-A
|
Variable(2)
|
$
1,653,544.55
|
February
25, 2037
|
||
III-13-B
|
Variable(2)
|
$
1,653,544.55
|
February
25, 2037
|
||
III-14-A
|
Variable(2)
|
$
1,580,315.06
|
February
25, 2037
|
||
III-14-B
|
Variable(2)
|
$
1,580,315.06
|
February
25, 2037
|
||
III-15-A
|
Variable(2)
|
$
1,510,385.75
|
February
25, 2037
|
||
III-15-B
|
Variable(2)
|
$
1,510,385.75
|
February
25, 2037
|
||
III-16-A
|
Variable(2)
|
$
1,443,606.01
|
February
25, 2037
|
||
III-16-B
|
Variable(2)
|
$
1,443,606.01
|
February
25, 2037
|
||
III-17-A
|
Variable(2)
|
$
1,379,832.13
|
February
25, 2037
|
||
III-17-B
|
Variable(2)
|
$
1,379,832.13
|
February
25, 2037
|
||
III-18-A
|
Variable(2)
|
$
1,318,927.04
|
February
25, 2037
|
||
III-18-B
|
Variable(2)
|
$
1,318,927.04
|
February
25, 2037
|
||
III-19-A
|
Variable(2)
|
$
1,260,758.05
|
February
25, 2037
|
||
III-19-B
|
Variable(2)
|
$
1,260,758.05
|
February
25, 2037
|
||
III-20-A
|
Variable(2)
|
$
1,205,203.55
|
February
25, 2037
|
||
III-20-B
|
Variable(2)
|
$
1,205,203.55
|
February
25, 2037
|
||
III-21-A
|
Variable(2)
|
$
1,152,138.21
|
February
25, 2037
|
||
III-21-B
|
Variable(2)
|
$
1,152,138.21
|
February
25, 2037
|
||
III-22-A
|
Variable(2)
|
$
1,101,300.85
|
February
25, 2037
|
||
III-22-B
|
Variable(2)
|
$
1,101,300.85
|
February
25, 2037
|
||
III-23-A
|
Variable(2)
|
$
1,052,198.75
|
February
25, 2037
|
||
III-23-B
|
Variable(2)
|
$
1,052,198.75
|
February
25, 2037
|
||
III-24-A
|
Variable(2)
|
$
1,004,780.34
|
February
25, 2037
|
||
III-24-B
|
Variable(2)
|
$
1,004,780.34
|
February
25, 2037
|
||
III-25-A
|
Variable(2)
|
$
960,798.15
|
February
25, 2037
|
||
III-25-B
|
Variable(2)
|
$
960,798.15
|
February
25, 2037
|
||
III-26-A
|
Variable(2)
|
$
918,780.15
|
February
25, 2037
|
||
III-26-B
|
Variable(2)
|
$
918,780.15
|
February
25, 2037
|
||
III-27-A
|
Variable(2)
|
$
878,637.00
|
February
25, 2037
|
||
III-27-B
|
Variable(2)
|
$
878,637.00
|
February
25, 2037
|
||
III-28-A
|
Variable(2)
|
$
840,279.77
|
February
25, 2037
|
||
III-28-B
|
Variable(2)
|
$
840,279.77
|
February
25, 2037
|
||
III-29-A
|
Variable(2)
|
$
803,601.07
|
February
25, 2037
|
||
III-29-B
|
Variable(2)
|
$
803,601.07
|
February
25, 2037
|
||
III-30-A
|
Variable(2)
|
$
768,423.91
|
February
25, 2037
|
||
III-30-B
|
Variable(2)
|
$
768,423.91
|
February
25, 2037
|
||
III-31-A
|
Variable(2)
|
$
734,986.31
|
February
25, 2037
|
||
III-31-B
|
Variable(2)
|
$
734,986.31
|
February
25, 2037
|
||
III-32-A
|
Variable(2)
|
$
703,036.01
|
February
25, 2037
|
||
III-32-B
|
Variable(2)
|
$
703,036.01
|
February
25, 2037
|
||
III-33-A
|
Variable(2)
|
$
672,504.30
|
February
25, 2037
|
||
III-33-B
|
Variable(2)
|
$
672,504.30
|
February
25, 2037
|
||
III-34-A
|
Variable(2)
|
$
643,283.89
|
February
25, 2037
|
||
III-34-B
|
Variable(2)
|
$
643,283.89
|
February
25, 2037
|
||
III-35-A
|
Variable(2)
|
$
615,340.38
|
February
25, 2037
|
||
III-35-B
|
Variable(2)
|
$
615,340.38
|
February
25, 2037
|
||
III-36-A
|
Variable(2)
|
$
588,682.77
|
February
25, 2037
|
||
III-36-B
|
Variable(2)
|
$
588,682.77
|
February
25, 2037
|
||
III-37-A
|
Variable(2)
|
$
563,226.60
|
February
25, 2037
|
||
III-37-B
|
Variable(2)
|
$
563,226.60
|
February
25, 2037
|
||
III-38-A
|
Variable(2)
|
$
538,896.42
|
February
25, 2037
|
||
III-38-B
|
Variable(2)
|
$
538,896.42
|
February
25, 2037
|
||
III-39-A
|
Variable(2)
|
$
515,641.54
|
February
25, 2037
|
||
III-39-B
|
Variable(2)
|
$
515,641.54
|
February
25, 2037
|
||
III-40-A
|
Variable(2)
|
$
493,409.04
|
February
25, 2037
|
||
III-40-B
|
Variable(2)
|
$
493,409.04
|
February
25, 2037
|
||
III-41-A
|
Variable(2)
|
$
472,155.87
|
February
25, 2037
|
||
III-41-B
|
Variable(2)
|
$
472,155.87
|
February
25, 2037
|
||
III-42-A
|
Variable(2)
|
$
451,841.95
|
February
25, 2037
|
||
III-42-B
|
Variable(2)
|
$
451,841.95
|
February
25, 2037
|
||
III-43-A
|
Variable(2)
|
$
432,427.44
|
February
25, 2037
|
||
III-43-B
|
Variable(2)
|
$
432,427.44
|
February
25, 2037
|
||
III-44-A
|
Variable(2)
|
$
413,867.43
|
February
25, 2037
|
||
III-44-B
|
Variable(2)
|
$
413,867.43
|
February
25, 2037
|
||
III-45-A
|
Variable(2)
|
$
396,123.47
|
February
25, 2037
|
||
III-45-B
|
Variable(2)
|
$
396,123.47
|
February
25, 2037
|
||
III-46-A
|
Variable(2)
|
$
379,158.99
|
February
25, 2037
|
||
III-46-B
|
Variable(2)
|
$
379,158.99
|
February
25, 2037
|
||
III-47-A
|
Variable(2)
|
$
362,939.09
|
February
25, 2037
|
||
III-47-B
|
Variable(2)
|
$
362,939.09
|
February
25, 2037
|
||
III-48-A
|
Variable(2)
|
$
5,443,667.74
|
February
25, 2037
|
||
III-48-B
|
Variable(2)
|
$
5,443,667.74
|
February
25, 2037
|
||
III-49-A
|
Variable(2)
|
$
92,796.19
|
February
25, 2037
|
||
III-49-B
|
Variable(2)
|
$
92,796.19
|
February
25, 2037
|
||
III-50-A
|
Variable(2)
|
$
89,889.75
|
February
25, 2037
|
||
III-50-B
|
Variable(2)
|
$
89,889.75
|
February
25, 2037
|
||
III-51-A
|
Variable(2)
|
$
87,073.96
|
February
25, 2037
|
||
III-51-B
|
Variable(2)
|
$
87,073.96
|
February
25, 2037
|
||
III-52-A
|
Variable(2)
|
$
84,346.00
|
February
25, 2037
|
||
III-52-B
|
Variable(2)
|
$
84,346.00
|
February
25, 2037
|
||
III-53-A
|
Variable(2)
|
$
81,703.14
|
February
25, 2037
|
||
III-53-B
|
Variable(2)
|
$
81,703.14
|
February
25, 2037
|
||
III-54-A
|
Variable(2)
|
$
79,142.74
|
February
25, 2037
|
||
III-54-B
|
Variable(2)
|
$
79,142.74
|
February
25, 2037
|
||
III-55-A
|
Variable(2)
|
$
76,662.22
|
February
25, 2037
|
||
III-55-B
|
Variable(2)
|
$
76,662.22
|
February
25, 2037
|
||
III-56-A
|
Variable(2)
|
$
74,259.11
|
February
25, 2037
|
||
III-56-B
|
Variable(2)
|
$
74,259.11
|
February
25, 2037
|
||
III-57-A
|
Variable(2)
|
$
71,930.99
|
February
25, 2037
|
||
III-57-B
|
Variable(2)
|
$
71,930.99
|
February
25, 2037
|
||
III-58-A
|
Variable(2)
|
$
69,675.54
|
February
25, 2037
|
||
III-58-B
|
Variable(2)
|
$
69,675.54
|
February
25, 2037
|
||
III-59-A
|
Variable(2)
|
$
67,501.25
|
February
25, 2037
|
||
III-59-B
|
Variable(2)
|
$
67,501.25
|
February
25, 2037
|
||
III-60-A
|
Variable(2)
|
$
2,071,173.58
|
February
25, 2037
|
||
III-60-B
|
Variable(2)
|
$
2,071,173.58
|
February
25, 2037
|
||
P
|
0.00%
|
$
100.00
|
February
25, 2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate”
herein.
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests and the REMIC II Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC III”. The Class I-R-2 Certificates will be the sole
class of Residual Interests in REMIC III for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Uncertificated
REMIC III Pass-Through Rate, the initial Uncertificated Principal Balance and,
for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii),
the
“latest possible maturity date” for each of the REMIC III Regular Interests (as
defined herein). None of the REMIC III Regular Interests will be
certificated.
Designation
|
Uncertificated
REMIC III
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
I-AA
|
Variable(2)
|
$
126,843,772.23
|
March
25, 2037
|
I-A-1
|
Variable(2)
|
$
475,500.00
|
March
25, 2037
|
I-A-2
|
Variable(2)
|
$
261,570.00
|
March
25, 2037
|
I-A-3
|
Variable(2)
|
$
124,830.00
|
March
25, 2037
|
I-A-4
|
Variable(2)
|
$
155,440.00
|
March
25, 2037
|
I-M-1
|
Variable(2)
|
$
46,600.00
|
March
25, 2037
|
I-M-2
|
Variable(2)
|
$
41,420.00
|
March
25, 2037
|
I-M-3
|
Variable(2)
|
$
23,950.00
|
March
25, 2037
|
I-M-4
|
Variable(2)
|
$
22,000.00
|
March
25, 2037
|
I-M-5
|
Variable(2)
|
$
20,060.00
|
March
25, 2037
|
I-M-6
|
Variable(2)
|
$
18,770.00
|
March
25, 2037
|
I-M-7
|
Variable(2)
|
$
18,120.00
|
March
25, 2037
|
I-M-8
|
Variable(2)
|
$
16,820.00
|
March
25, 2037
|
I-M-9
|
Variable(2)
|
$
14,880.00
|
March
25, 2037
|
I-M-10
|
Variable(2)
|
$
15,530.00
|
March
25, 2037
|
I-ZZ
|
Variable(2)
|
$
1,333,158.41
|
March
25, 2037
|
I-IO
|
(2)
|
(3)
|
March
25, 2037
|
I-P
|
0.00%
|
$
100.00
|
Xxxxx
00, 0000
|
XX-XX
|
Variable(2)
|
$
292,300,706.91
|
February
25, 2037
|
II-1A-1
|
Variable(2)
|
$
744,735.00
|
February
25, 2037
|
II-1A-2
|
Variable(2)
|
$
347,665.00
|
February
25, 2037
|
II-1A-3
|
Variable(2)
|
$
190,120.00
|
February
25, 2037
|
II-1A-4
|
Variable(2)
|
$
118,840.00
|
February
25, 2037
|
II-2A
|
Variable(2)
|
$
375,810.00
|
February
25, 2037
|
II-3A
|
Variable(2)
|
$
386,745.00
|
February
25, 2037
|
II-M-1
|
Variable(2)
|
$
168,520.00
|
February
25, 2037
|
II-M-2
|
Variable(2)
|
$
144,660.00
|
February
25, 2037
|
II-M-3
|
Variable(2)
|
$
62,635.00
|
February
25, 2037
|
II-M-4
|
Variable(2)
|
$
62,635.00
|
February
25, 2037
|
II-M-5
|
Variable(2)
|
$
62,635.00
|
February
25, 2037
|
II-M-6
|
Variable(2)
|
$
34,300.00
|
February
25, 2037
|
II-M-7
|
Variable(2)
|
$
41,760.00
|
February
25, 2037
|
II-M-8
|
Variable(2)
|
$
31,320.00
|
February
25, 2037
|
II-M-9
|
Variable(2)
|
$
37,285.00
|
February
25, 2037
|
II-M-10
|
Variable(2)
|
$
55,180.00
|
February
25, 2037
|
II-ZZ
|
Variable(2)
|
$
3,100,475.55
|
February
25, 2037
|
II-IO
|
(2)
|
(3)
|
February
25, 2037
|
II-P
|
0.00%
|
$
100.00
|
February
25, 2037
|
II-1-Sub
|
Variable(2)
|
$
12,981.18
|
February
25, 2037
|
II-1-Grp
|
Variable(2)
|
$
38,631.58
|
February
25, 2037
|
II-2-Sub
|
Variable(2)
|
$
2,843.89
|
February
25, 2037
|
II-2-Grp
|
Variable(2)
|
$
10,360.09
|
February
25, 2037
|
II-3-Sub
|
Variable(2)
|
$
2,926.63
|
February
25, 2037
|
II-3-Grp
|
Variable(2)
|
$
10,661.53
|
February
25, 2037
|
II-XX
|
Variable(2)
|
$
298,187,622.54
|
February
25, 2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC III Group I Regular
Interest (as defined herein), and the Distribution Date in the month
following the maturity date for the Group II Mortgage Loan with the
latest
maturity date has been designated as the “latest possible maturity date”
for each REMIC III Group II Regular Interest (as defined
herein).
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC III
Pass-Through Rate” herein.
|
(3)
|
REMIC
III Regular Interest I-IO and REMIC III Regular Interest II-IO will
not
have Uncertificated Principal Balances but will accrue interest on
their
respective uncertificated notional amounts calculated in accordance
with
the related definition of “Uncertificated Notional Amount”
herein.
|
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC III Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC IV”.
The Class I-R-3 Certificates will represent the sole class of Residual Interests
in REMIC IV for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class CE Interests, Class P Interests and Class
IO
Interests) and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more of the
Regular Interests in REMIC IV created hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC IV and also represents
(i)
the right to receive certain amounts specified herein in respect of related
Basis Risk Shortfall Carry Forward Amounts (as defined herein) and (ii)
the
obligation to pay related Class IO Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
I-A-1(2)
|
Variable(3)
|
$ 47,550,000.00
|
March
25, 2037
|
I-A-2(2)
|
Variable(3)
|
$ 26,157,000.00
|
March
25, 2037
|
I-A-3(2)
|
Variable(3)
|
$ 12,483,000.00
|
March
25, 2037
|
I-A-4(2)
|
Variable(3)
|
$ 15,544,000.00
|
March
25, 2037
|
I-M-1(2)
|
Variable(3)
|
$ 4,660,000.00
|
March
25, 2037
|
I-M-2(2)
|
Variable(3)
|
$ 4,142,000.00
|
March
25, 2037
|
I-M-3(2)
|
Variable(3)
|
$ 2,395,000.00
|
March
25, 2037
|
I-M-4(2)
|
Variable(3)
|
$ 2,200,000.00
|
March
25, 2037
|
I-M-5(2)
|
Variable(3)
|
$ 2,006,000.00
|
March
25, 2037
|
I-M-6(2)
|
Variable(3)
|
$ 1,877,000.00
|
March
25, 2037
|
I-M-7(2)
|
Variable(3)
|
$ 1,812,000.00
|
March
25, 2037
|
I-M-8(2)
|
Variable(3)
|
$ 1,682,000.00
|
March
25, 2037
|
I-M-9(2)
|
Variable(3)
|
$ 1,488,000.00
|
March
25, 2037
|
I-M-10(2)
|
Variable(3)
|
$ 1,553,000.00
|
March
25, 2037
|
Class
I-CE Interest
|
Variable(3)(4)
|
$ 3,883,420.64
|
March
25, 2037
|
Class
I-P Interest
|
0.00%(5)
|
$ 100.00
|
March
25, 2037
|
Class
I-IO Interest
|
(6)
|
(7)
|
March
25, 2037
|
II-1A-1(2)
|
Variable(3)
|
$ 148,947,000.00
|
February
25, 2037
|
II-1A-2(2)
|
Variable(3)
|
$ 69,533,000.00
|
February
25, 2037
|
II-1A-3(2)
|
Variable(3)
|
$ 38,024,000.00
|
February
25, 2037
|
II-1A-4(2)
|
Variable(3)
|
$ 23,768,000.00
|
February
25, 2037
|
II-2A(2)
|
Variable(3)
|
$ 75,162,000.00
|
February
25, 2037
|
II-3A(2)
|
Variable(3)
|
$ 77,349,000.00
|
February
25, 2037
|
II-M-1(2)
|
Variable(3)
|
$ 33,704,000.00
|
February
25, 2037
|
II-M-2(2)
|
Variable(3)
|
$ 28,932,000.00
|
February
25, 2037
|
II-M-3(2)
|
Variable(3)
|
$ 12,527,000.00
|
February
25, 2037
|
II-M-4(2)
|
Variable(3)
|
$ 12,527,000.00
|
February
25, 2037
|
II-M-5(2)
|
Variable(3)
|
$ 12,527,000.00
|
February
25, 2037
|
II-M-6(2)
|
Variable(3)
|
$ 6,860,000.00
|
February
25, 2037
|
II-M-7(2)
|
Variable(3)
|
$ 8,352,000.00
|
February
25, 2037
|
II-M-8(2)
|
Variable(3)
|
$ 6,264,000.00
|
February
25, 2037
|
II-M-9(2)
|
Variable(3)
|
$ 7,457,000.00
|
February
25, 2037
|
II-M-10(2)
|
Variable(3)
|
$ 11,036,000.00
|
February
25, 2037
|
Class
II-CE Interest
|
Variable(3)(4)
|
$ 23,563,054.91
|
February
25, 2037
|
Class
II-P Interest
|
0.00%(5)
|
$ 100.00
|
February
25, 2037
|
Class
II-IO Interest
|
(6)
|
(7)
|
February
25, 2037
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Regular Interest in REMIC IV the
ownership of which is represented by the Class I-A Certificates and
Class
I-M Certificates, the Class I-CE Interest, the Class I-P Interest
and the
Class I-IO Interest, and the Distribution Date in the month following
the
maturity date for the Group II Mortgage Loan with the latest maturity
date
has been designated as the “latest possible maturity date” for each
Regular Interest in REMIC IV the ownership of which is represented
by the
Class II-A Certificates and Class II-M Certificates, the Class II-CE
Interest, the Class II-P Interest and the Class II-IO
Interest.
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
IV. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the related
Regular Interest in REMIC IV on such Distribution Date shall be treated
for federal income tax purposes as having been paid from the related
Reserve Fund or the related Supplemental Interest Trust, as applicable,
and any amount distributable on the related Regular Interest in REMIC
IV
on such Distribution Date in excess of the amount distributable on
such
Class of Certificates on such Distribution Date shall be treated
for such
purposes as having been distributed to the Holders of such Certificates
and then paid by such Holders to the related Supplemental Interest
Trust,
all pursuant to and as further provided in Section 3.21 or Section
3.22,
as applicable, hereof.
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC IV which corresponds to a Class A Certificate
or
Class M Certificate will have the same Pass-Through Rate as such
Certificate, except with respect to the related Net Rate Cap. The
Net Rate
Cap for each such Regular Interest in REMIC IV and Certificate is
specified in the related definition of “Net Rate
Cap.”
|
(4)
|
The
Class I-CE Interest and Class II-CE Interest will accrue interest
at their
variable Pass-Through Rates on their Uncertificated Notional Amounts
outstanding from time to time, which shall equal the aggregate
Uncertificated Principal Balance of the REMIC III Group I Regular
Interests (other than REMIC III Regular Interest I-P) or the REMIC
III
Group II Regular Interests (other than REMIC III Regular Interest
II-P),
respectively. The Class CE Interests will not accrue interest on
their
Uncertificated Principal Balances.
|
(5)
|
The
Class P Interests are not entitled to distributions in respect of
interest.
|
(6)
|
For
federal income tax purposes, the Class I-IO Interest and Class II-IO
Interest will not have Pass-Through Rates, but will be entitled to
100% of
the amounts distributed on REMIC III Regular Interest I-IO and REMIC
III
Regular Interest II-IO,
respectively.
|
(7)
|
For
federal income tax purposes, the Class I-IO Interest and Class II-IO
Interest will not have Uncertificated Principal Balances, but will
have
notional amounts equal to the Uncertificated Notional Amounts of
REMIC III
Regular Interest I-IO and REMIC III Regular Interest II-IO,
respectively.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-CE Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC V”.
The Class I-R-5 Interest represents the sole class of Residual Interests in
REMIC V for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
V created hereunder. The Class I-CE Certificate represents ownership of a
Regular Interest in REMIC V and also represents (i) the obligation to pay
certain amounts specified herein in respect of related Basis Risk Shortfall
Carry Forward Amounts and (ii) the right to receive related Class IO
Distribution Amounts.
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
I-CE
|
(2)
|
$ 3,883,420.64
|
March
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class I-CE
Certificates.
|
(2)
|
The
Class I-CE Certificates will receive 100% of the amounts received
in
respect of the Class I-CE Interest.
|
REMIC
VI
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC VI”. The Class
I-R-6 Interest represents the sole class of Residual Interests in REMIC VI
for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
VI created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible Maturity Date(1)
|
I-P
|
0.00%(2)
|
$ 100.00
|
March
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class I-P
Certificates.
|
(2)
|
The
Class I-P Certificates will receive 100% of the amounts received
in
respect of the Class I-P Interest.
|
REMIC
VII
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC VII”.
The Class I-R-7 Interest represents the sole class of Residual Interests in
REMIC VII for purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
VII
created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date(1)
|
IO(2)
|
(3)
|
(4)
|
March
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC VII Regular Interest
IO.
|
(2)
|
REMIC
VII Regular Interest IO will be held as an asset of the Group I
Supplemental Interest Trust.
|
(3)
|
REMIC
VII Regular Interest IO will not have a Pass-Through Rate, but will
receive 100% of the amounts received in respect of the Class I-IO
Interest.
|
(4)
|
REMIC
VII Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class I-IO Interest.
|
REMIC
VIII
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-CE Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC VIII”.
The Class II-R-8 Interest represents the sole class of Residual Interests in
REMIC VIII for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
VIII created hereunder. The Class II-CE Certificate represents ownership of
a
Regular Interest in REMIC VIII and also represents (i) the obligation to pay
certain amounts specified herein in respect of related Basis Risk Shortfall
Carry Forward Amounts and (ii) the right to receive related Class IO
Distribution Amounts.
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
II-CE
|
(2)
|
$ 23,563,054.91
|
February
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class II-CE
Certificates.
|
(2)
|
The
Class II-CE Certificates will receive 100% of the amounts received
in
respect of the Class II-CE
Interest.
|
REMIC
IX
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-P Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC IX”.
The Class II-R-9 Interest represents the sole class of Residual Interests in
REMIC IX for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IX created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
II-P
|
0.00%(2)
|
$ 100.00
|
February
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class II-P
Certificates.
|
(2)
|
The
Class II-P Certificates will receive 100% of the amounts received
in
respect of the Class II-P Interest.
|
REMIC
X
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC X”.
The Class II-R-10 Interest represents the sole class of Residual Interests
in
REMIC X for purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
X
created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
IO(2)
|
(3)
|
(4)
|
February
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for REMIC X Regular Interest
IO.
|
(2)
|
REMIC
X Regular Interest IO will be held as an asset of the Group II
Supplemental Interest Trust.
|
(3)
|
REMIC
X Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class II-IO
Interest.
|
(4)
|
REMIC
X Regular Interest IO will not have an Uncertificated Principal Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class II-IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2007-HE2.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2007-HE2” (including for purposes of
any endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K
Filing Deadline:
As
defined in Section 3.16(a)(iii).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Reserve Funds, the Group I Swap Account, the Group
I
Swap Collateral Account, the Group II Swap Account, the Group II Swap Collateral
Account, the Class I-P Certificate Account, the Class II-P Certificate Account
and the Protected Account.
Accrual
Period:
With
respect to the Certificates (other than the Class CE, Class P and the Residual
Certificates) and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date) to and including the day prior to such Distribution
Date. With respect to the Class CE Certificates and the Class CE Interests
and
any Distribution Date, the calendar month immediately preceding such
Distribution Date. All calculations of interest on the Certificates (other
than
the Class CE, Class P and the Residual Certificates) will be made on the basis
of the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Interests and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure:
As
defined in Section 3.16(a)(iv).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit Q.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iii).
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Master Servicer as provided in Section 5.01
hereof.
Affected
Party:
An
“Affected Party” as defined in the related Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account at
the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period, (ii) Principal Prepayments
received in respect of such Mortgage Loans after the last day of the related
Prepayment Period and (iii) Liquidation Proceeds, Subsequent Recoveries and
Insurance Proceeds received in respect of such Mortgage Loans after the last
day
of the prior calendar month.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A Certificates and Class
M
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
in the related Loan Group which have been applied in reduction of the
Certificate Principal Balance of a Class of Certificates pursuant to Section
5.05 of this Agreement which have not previously been reimbursed or reduced
by
any Subsequent Recoveries applied to such Applied Realized Loss
Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.14.
Attesting
Party:
As
defined in Section 3.14.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iii).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A Certificates and
Class
M Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
for
such Class for such Distribution Date is limited to the related Net Rate Cap,
the excess, if any, of (a) the amount of Current Interest that such Class would
have been entitled to receive on such Distribution Date had the Pass-Though
Rate
applicable to such Class been calculated at a per annum rate equal to the
related One-Month LIBOR Pass-Through Rate, over (b) the amount of Current
Interest that such Class received on such Distribution Date at the related
Net
Rate Cap for such Distribution Date and (B) the Basis Risk Shortfall Carry
Forward Amount for the previous Distribution Date not previously paid, together
with interest thereon at a rate equal to the related Pass-Through Rate the
current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
CE Certificates and Class P Certificates) constitutes a Class of Book-Entry
Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the city of New York, Chicago, Illinois, Minneapolis, Minnesota
or the city in which the Corporate Trust Office of the Trustee or the principal
office of the Master Servicer is located as authorized or obligated by law
or
executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin:
With
respect to the Class I-A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-1, 0.100%
per annum.
With
respect to the Class I-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-2, 0.170%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 0.340% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-3, 0.220%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 0.440% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-A-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-4, 0.320%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 0.640% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-1,
0.500%
per
annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 0.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-2, 0.550%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 0.825% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-3, 0.600%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 0.900% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-4, 0.900%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 1.350% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-5, 1.550%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 2.325% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-6, 2.200%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 3.300% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-7, 2.500%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-8, 2.500%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-9, 2.500%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-10, 2.500%
per annum in the case of each Distribution Date through and including the first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-1A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-1A-1, 0.040%
per annum.
With
respect to the Class II-1A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-1A-2, 0.110%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.220% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-1A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-1A-3, 0.160%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.320% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-1A-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-1A-4,
0.230%
per
annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.460% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-2A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-2A, 0.140%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.280% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-3A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-3A, 0.140%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.280% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-1, 0.250%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.375% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-2, 0.270%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.405% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-3, 0.300%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.450% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-4, 0.370%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.555% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-5, 0.400%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.600% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-6, 0.500%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 0.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-7, 1.750%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 2.625% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-8, 2.250%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-9, 2.250%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-10, 2.250%
per annum in the case of each Distribution Date through and including the first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class I-CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Group I Mortgage Loans as of the
beginning of the related Due Period. The
initial Certificate Notional Amount of the Class I-CE Certificates shall be
$129,432,420.64. For federal income tax purposes, the Certificate Notional
Amount for the Class I-CE Certificates for any Distribution Date shall be an
amount equal to the Uncertificated Notional Amount for the Class I-CE Interest
for such Distribution Date. With respect to the Class II-CE Certificates and
any
Distribution Date, an amount equal to the Stated Principal Balance of the Group
II Mortgage Loans as of the beginning of the related Due Period. The initial
Certificate Notional Amount of the Class II-CE Certificates shall be
$596,532,054.91. For federal income tax purposes, the Certificate Notional
Amount for the Class II-CE Certificates for any Distribution Date shall be
an
amount equal to the Uncertificated Notional Amount for the Class II-CE Interest
for such Distribution Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class CE Certificates and any Class R
Certificates) and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate plus, in the case of a Class I-A Certificate and
Class I-M Certificate, any Subsequent Recoveries added to the Certificate
Principal Balance of such Certificate pursuant to Section 5.04(a) and in the
case of a Class II-A Certificate and Class II-M Certificate, any Subsequent
Recoveries added to the Certificate Principal Balance of such Certificate
pursuant to Section 5.04(b), less the sum of (i) all amounts distributed with
respect to such Certificate in reduction of the Certificate Principal Balance
thereof on previous Distribution Dates pursuant to Section 5.04, and (ii) any
Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates. As to the Class I-CE Certificates and as of any Distribution
Date, an amount equal to the Uncertificated Principal Balance of the Class
I-CE
Interest. As to the Class II-CE Certificates and as of any Distribution Date,
an
amount equal to the Uncertificated Principal Balance of the Class II-CE
Interest.
Certificate
Register:
The
register maintained pursuant to Section 6.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
As
defined in Section 3.16(a)(iii).
Certifying
Person:
As
defined in Section 3.16(a)(iii).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-1A-1, Class
II-1A-2, Class II-1A-3, Class II-1A-4, Class II-2A and Class II-3A
Certificates.
Class
CE Certificates:
Any of
the Class I-CE Certificates and Class II-CE Certificates.
Class
CE Interest:
Any of
the Class I-CE Interest and Class II-CE Interest.
Class
IO Interest:
Any of
the Class I-IO Interest and Class II-IO Interest.
Class
M Certificates:
Any of
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10, Class II-M-1, Class
II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7,
Class II-M-8, Class II-M-9 and Class II-M-10 Certificates.
Class
P Certificates:
Any of
the Class I-P Certificates and Class II-P Certificates.
Class
P Interest:
Any of
the Class I-P Interest and Class II-P Interest.
Class
R Certificate:
Any of
the Class I-R-1, Class I-R-2, Class I-R-3, Class I-RX, Class II-R-1 and Class
II-RX Certificates.
Class
I-A Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
Certificates.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the related Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class I-A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 57.20% and (2) the aggregate Stated 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 incurred during the prior calendar month),
and
(b) the aggregate Stated 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 incurred
during the prior calendar month) minus $647,162.
Class
I-A-1 Certificate:
Any
Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-A-2 Certificate:
Any
Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-A-3 Certificate:
Any
Certificate designated as a “Class I-A-3 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-A-4 Certificate:
Any
Certificate designated as a “Class I-A-4 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-4 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-CE Certificate:
Any
Certificate designated as a “Class I-CE Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class I-CE Certificates herein and evidencing
(i)
a Regular Interest in REMIC V, (ii) the obligation to pay related Basis Risk
Shortfall Carry Forward Amounts and (iii) the right to receive related Class
IO
Distribution Amounts.
Class
I-CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class I-CE Interest for such Distribution Date, (ii) any Group I
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries related to Loan Group I not
distributed to the Class I-A Certificates and Class I-M Certificates on such
Distribution Date; provided, however that on any Distribution Date after the
Distribution Date on which the Certificate Principal Balances of the Class
I-A
Certificates and Class I-M Certificates have been reduced to zero, the Class
I-CE Distribution Amount shall include the Group I Overcollateralization
Amount.
Class
I-CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class I-CE Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
I-IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC VII Regular Interest IO, evidencing a Regular Interest in
REMIC
IV for purposes of the REMIC Provisions.
Class
I-M Certificates:
Any of
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9 and Class I-M-10
Certificates.
Class
I-M-1 Certificate:
Any
Certificate designated as a “Class I-M-1 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class I-A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount on such Distribution Date) and (2) the Certificate
Principal Balance of the Class I-M-1 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 64.40% and
(y)
the aggregate Stated 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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $647,162.
Class
I-M-2 Certificate:
Any
Certificate designated as a “Class I-M-2 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount and the Class I-M-1 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class I-A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class I-M-1 Certificates (after taking into account the distribution of the
Class I-M-1 Principal Distribution Amount on such Distribution Date) and (3)
the
Certificate Principal Balance of the Class I-M-2 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 70.80%
and (y) the aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group I as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month), and (2) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group I as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $647,162.
Class
I-M-3 Certificate:
Any
Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount and the Class I-M-2 Principal Distribution Amount and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class I-A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the distribution of the Class I-M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class I-M-2 Certificates (after taking into account the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date) and (4) the Certificate Principal Balance of the Class I-M-3
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 74.50% and (y) the aggregate Stated 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 incurred during the prior calendar month), and (2) the aggregate
Stated 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 incurred during the prior
calendar month) minus $647,162.
Class
I-M-4 Certificate:
Any
Certificate designated as a “Class I-M-4 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-4 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount and the
Class
I-M-3 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum
of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class I-M-1 Certificates (after taking into account the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class I-M-3 Certificates (after taking into account
the
distribution of the Class I-M-3 Principal Distribution Amount on such
Distribution Date) and (5) the Certificate Principal Balance of the Class I-M-4
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 77.90%
and (y)
the aggregate Stated 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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $647,162.
Class
I-M-5 Certificate:
Any
Certificate designated as a “Class I-M-5 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-5 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class
I-M-3 Principal Distribution Amount and the Class I-M-4 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class I-A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class I-M-2 Certificates (after taking into account
the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date) and (6) the Certificate Principal Balance of the Class I-M-5
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 81.00% and (y) the aggregate Stated 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 incurred during the prior calendar month), and (2) the aggregate
Stated 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 incurred during the prior
calendar month) minus $647,162.
Class
I-M-6 Certificate:
Any
Certificate designated as a “Class I-M-6 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-6 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class
I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution
Amount and the Class I-M-5 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class I-A Certificates (after taking into account the distribution of the Class
I-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class I-M-1 Certificates (after taking
into
account the distribution of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class
I-M-2 Certificates (after taking into account the distribution of the Class
I-M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class I-M-3 Certificates (after taking
into
account the distribution of the Class I-M-3 Principal Distribution Amount on
such Distribution Date), (5) the Certificate Principal Balance of the Class
I-M-4 Certificates (after taking into account the distribution of the Class
I-M-4 Principal Distribution Amount on such Distribution Date), (6) the
Certificate Principal Balance of the Class I-M-5 Certificates (after taking
into
account the distribution of the Class I-M-5 Principal Distribution Amount on
such Distribution Date) and (7) the Certificate Principal Balance of the Class
I-M-6 Certificates immediately prior to such Distribution Date, over (b) the
lesser of (1) the product of (x) 83.90% and (y) the aggregate Stated 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 incurred during the prior calendar month),
and (2) the aggregate Stated 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 incurred
during the prior calendar month) minus $647,162.
Class
I-M-7 Certificate:
Any
Certificate designated as a “Class I-M-7 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-7 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class
I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution
Amount, the Class I-M-5 Principal Distribution Amount and the Class I-M-6
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class I-A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class I-M-1 Certificates (after taking into account the distribution of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into
account the distribution of the Class I-M-2 Principal Distribution Amount on
such Distribution Date), (4) the Certificate Principal Balance of the Class
I-M-3 Certificates (after taking into account the distribution of the Class
I-M-3 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-M-4 Certificates (after taking
into
account the distribution of the Class I-M-4 Principal Distribution Amount on
such Distribution Date), (6) the Certificate Principal Balance of the Class
I-M-5 Certificates (after taking into account the distribution of the Class
I-M-5 Principal Distribution Amount on such Distribution Date) (7) the
Certificate Principal Balance of the Class I-M-6 Certificates (after taking
into
account the distribution of the Class I-M-6 Principal Distribution Amount on
such Distribution Date) and (8) the Certificate Principal Balance of the Class
I-M-7 Certificates immediately prior to such Distribution Date, over (b) the
lesser of (1) the product of (x) 86.70% and (y) the aggregate Stated 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 incurred during the prior calendar month),
and (2) the aggregate Stated 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 incurred
during the prior calendar month) minus $647,162.
Class
I-M-8 Certificate:
Any
Certificate designated as a “Class I-M-8 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-8 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class
I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution
Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal
Distribution Amount and the Class I-M-7 Principal Distribution Amount and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class I-A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the distribution of the Class I-M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class I-M-2 Certificates (after taking into account the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class I-M-6 Certificates (after taking into account
the
distribution of the Class I-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7
Certificates (after taking into account the distribution of the Class I-M-7
Principal Distribution Amount on such Distribution Date) and (9) the Certificate
Principal Balance of the Class I-M-8 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 89.30% and
(y)
the aggregate Stated 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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $647,162.
Class
I-M-9 Certificate:
Any
Certificate designated as a “Class I-M-9 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-9 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class
I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution
Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal
Distribution Amount, the Class I-M-7 Principal Distribution Amount and the
Class
I-M-8 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum
of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class I-M-1 Certificates (after taking into account the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class I-M-3 Certificates (after taking into account
the
distribution of the Class I-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4
Certificates (after taking into account the distribution of the Class I-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class I-M-5 Certificates (after taking into account
the
distribution of the Class I-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6
Certificates (after taking into account the distribution of the Class I-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class I-M-7 Certificates (after taking into account
the
distribution of the Class I-M-7 Principal Distribution Amount on such
Distribution Date), (9) the Certificate Principal Balance of the Class I-M-8
Certificates (after taking into account the distribution of the Class I-M-8
Principal Distribution Amount on such Distribution Date) and (10) the
Certificate Principal Balance of the Class I-M-9 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 91.60%
and (y) the aggregate Stated 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 incurred
during the prior calendar month), and (2) the aggregate Stated 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 incurred during the prior calendar month) minus
$647,162.
Class
I-M-10 Certificate:
Any
Certificate designated as a “Class I-M-10 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class I-M-10 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class I-A Principal Distribution Amount, the Class I-M-1 Principal
Distribution Amount, the Class I-M-2 Principal Distribution Amount, the Class
I-M-3 Principal Distribution Amount, the Class I-M-4 Principal Distribution
Amount, the Class I-M-5 Principal Distribution Amount, the Class I-M-6 Principal
Distribution Amount, the Class I-M-7 Principal Distribution Amount, the Class
I-M-8 Principal Distribution Amount and the Class I-M-9 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class I-A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class I-M-2 Certificates (after taking into account
the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class I-M-6 Certificates (after taking into account
the
distribution of the Class I-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7
Certificates (after taking into account the distribution of the Class I-M-7
Principal Distribution Amount on such Distribution Date), (9) the Certificate
Principal Balance of the Class I-M-8 (after taking into account the distribution
of the Class I-M-8 Principal Distribution Amount on such Distribution Date),
(10) the Certificate Principal Balance of the Class I-M-9 Certificates (after
taking into account the distribution of the Class I-M-9 Principal Distribution
Amount on such Distribution Date) and (11) the Certificate Principal Balance
of
the Class I-M-10 Certificates immediately prior to such Distribution Date,
over
(b) the lesser of (1) the product of (x) 94.00% and (y) the aggregate Stated
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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $647,162.
Class
I-P Certificate:
Any
Certificate designated as a “Class I-P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class I-P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC VI and (ii) the right to receive
any
Prepayment Charge Waiver Amounts with respect to Loan Group I.
Class
I-P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class I-P Certificates, evidencing a Regular Interest in REMIC
IV
for purposes of the REMIC Provisions.
Class
I-P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class I-P
Certificateholders.
Class
I-R Certificate:
Any of
the Class I-R-1, Class I-R-2, Class I-R-3 and Class I-RX
Certificates.
Class
I-R-1 Certificate:
Any
Certificate designated a “Class I-R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class I-R-1 Certificates as set forth herein.
Class
I-R-2 Certificate:
Any
Certificate designated a “Class I-R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class I-R-2 Certificates as set forth herein.
Class
I-R-3 Certificate:
Any
Certificate designated a “Class I-R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
IV and representing the right to the Percentage Interest of distributions
provided for the Class I-R-3 Certificates as set forth herein.
Class
I-RX Certificate:
Any
Certificate designated a “Class I-RX Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class
I-R-5 Interest, Class I-R-6 Interest and Class I-R-7 Interest and representing
the right to the Percentage Interest of distributions provided for the Class
I-RX Certificates as set forth herein.
Class
I-R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
I-R-6 Interest:
The
uncertificated Residual Interest in REMIC VI.
Class
I-R-7 Interest:
The
uncertificated Residual Interest in REMIC VII.
Class
II-A Certificates:
Any of
the Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-2A
and
Class II-3A Certificates.
Class
II-1A Certificates:
Any of
the Class II-1A-1, Class II-1A-2, Class II-1A-3 and Class II-1A-4
Certificates.
Class
II-1A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class II-A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Subgroup II-1 for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Subgroup II-1, Subgroup II-2 and Subgroup
II-3 for such Distribution Date.
Class
II-2A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class II-A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Subgroup II-2 for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Subgroup II-1, Subgroup II-2 and Subgroup
II-3 for such Distribution Date.
Class
II-3A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class II-A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Subgroup II-3 for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Subgroup II-1, Subgroup II-2 and Subgroup
II-3 for such Distribution Date.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the related Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class II-A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 45.10% and (2) the aggregate Stated 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 incurred during the prior calendar month), and (b) the aggregate
Stated 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 incurred during the prior
calendar month) minus $2,982,660.
Class
II-1A-1 Certificate:
Any
Certificate designated as a “Class II-1A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-1A-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-1A-2 Certificate:
Any
Certificate designated as a “Class II-1A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-1A-2 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-1A-3 Certificate:
Any
Certificate designated as a “Class II-1A-3 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-1A-3 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-1A-4 Certificate:
Any
Certificate designated as a “Class II-1A-4 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-1A-4 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-2A Certificate:
Any
Certificate designated as a “Class II-2A Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-2A Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-3A Certificate:
Any
Certificate designated as a “Class II-3A Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-3A Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-CE Certificate:
Any
Certificate designated as a “Class II-CE Certificate” on the face thereof, in
the form of Exhibit A-4 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-CE Certificates herein
and
evidencing (i) a Regular Interest in REMIC VIII, (ii) the obligation to pay
related Basis Risk Shortfall Carry Forward Amounts and (iii) the right to
receive related Class IO Distribution Amounts.
Class
II-CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class II-CE Interest for such Distribution Date, (ii) any Group II
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries related to Loan Group II not
distributed to the Class II-A Certificates and Class II-M Certificates on such
Distribution Date; provided, however, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balances of the Class
II-A
Certificates and Class II-M Certificates have been reduced to zero, the Class
II-CE Distribution Amount shall include the Group II Overcollateralization
Amount.
Class
II-CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class II-CE Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC X Regular Interest IO, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-M Certificates:
Any of
the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9 and Class II-M-10
Certificates.
Class
II-M-1 Certificate:
Any
Certificate designated as a “Class II-M-1 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class II-A
Certificates (after taking into account the distribution of the Class II-A
Principal Distribution Amount on such Distribution Date) and (2) the Certificate
Principal Balance of the Class II-M-1 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 56.40% and
(y)
the aggregate Stated 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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $2,982,660.
Class
II-M-2 Certificate:
Any
Certificate designated as a “Class II-M-2 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-2 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount and the Class II-M-1 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class II-A Certificates (after
taking into account the distribution of the Class II-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class II-M-1 Certificates (after taking into account the distribution of the
Class II-M-1 Principal Distribution Amount on such Distribution Date) and (3)
the Certificate Principal Balance of the Class II-M-2 Certificates immediately
prior to such Distribution Date, over (b) the lesser of (1) the product of
(x)
66.10% and (y) the aggregate Stated 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 incurred
during the prior calendar month), and (2) the aggregate Stated 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 incurred during the prior calendar month) minus
$2,982,660.
Class
II-M-3 Certificate:
Any
Certificate designated as a “Class II-M-3 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-3 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount and the Class II-M-2 Principal Distribution Amount and
(y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class II-A Certificates (after taking into account the
distribution of the Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date) and (4) the Certificate Principal Balance of the Class II-M-3
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 70.30% and (y) the aggregate Stated 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 incurred during the prior calendar month), and (2) the aggregate
Stated 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 incurred during the prior
calendar month) minus $2,982,660.
Class
II-M-4 Certificate:
Any
Certificate designated as a “Class II-M-4 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-4 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount and the
Class II-M-3 Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class II-A
Certificates (after taking into account the distribution of the Class II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class II-M-1 Certificates (after taking into account
the distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date) and (5) the Certificate Principal Balance of the Class II-M-4
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 74.50% and (y) the aggregate Stated 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 incurred during the prior calendar month), and (2) the aggregate
Stated 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 incurred during the prior
calendar month) minus $2,982,660.
Class
II-M-5 Certificate:
Any
Certificate designated as a “Class II-M-5 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-5 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class
II-M-3 Principal Distribution Amount and the Class II-M-4 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class II-A Certificates (after taking
into
account the distribution of the Class II-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date) and (6) the Certificate Principal Balance of the Class II-M-5
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 78.70% and (y) the aggregate Stated 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 incurred during the prior calendar month), and (2) the aggregate
Stated 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 incurred during the prior
calendar month) minus $2,982,660.
Class
II-M-6 Certificate:
Any
Certificate designated as a “Class II-M-6 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-6 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class
II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution
Amount and the Class II-M-5 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class II-A Certificates (after taking into account the distribution of the
Class
II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class II-M-1 Certificates (after taking
into account the distribution of the Class II-M-1 Principal Distribution Amount
on such Distribution Date), (3) the Certificate Principal Balance of the Class
II-M-2 Certificates (after taking into account the distribution of the Class
II-M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class II-M-3 Certificates (after taking
into account the distribution of the Class II-M-3 Principal Distribution Amount
on such Distribution Date), (5) the Certificate Principal Balance of the Class
II-M-4 Certificates (after taking into account the distribution of the Class
II-M-4 Principal Distribution Amount on such Distribution Date), (6) the
Certificate Principal Balance of the Class II-M-5 Certificates (after taking
into account the distribution of the Class II-M-5 Principal Distribution Amount
on such Distribution Date) and (7) the Certificate Principal Balance of the
Class II-M-6 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 81.00% and (y) the aggregate Stated
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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $2,982,660.
Class
II-M-7 Certificate:
Any
Certificate designated as a “Class II-M-7 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-7 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class
II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution
Amount, the Class II-M-5 Principal Distribution Amount and the Class II-M-6
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class II-A Certificates
(after taking into account the distribution of the Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class II-M-1 Certificates (after taking into account the
distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4
Certificates (after taking into account the distribution of the Class II-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class II-M-5 Certificates (after taking into account
the distribution of the Class II-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6
Certificates (after taking into account the distribution of the Class II-M-6
Principal Distribution Amount on such Distribution Date) and (8) the Certificate
Principal Balance of the Class II-M-7 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 83.80% and
(y)
the aggregate Stated 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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $2,982,660.
Class
II-M-8 Certificate:
Any
Certificate designated as a “Class II-M-8 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-8 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class
II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution
Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6
Principal Distribution Amount and the Class II-M-7 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class II-A Certificates (after taking into account
the
distribution of the Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5
Certificates (after taking into account the distribution of the Class II-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class II-M-6 Certificates (after taking into account
the distribution of the Class II-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7
Certificates (after taking into account the distribution of the Class II-M-7
Principal Distribution Amount on such Distribution Date) and (9) the Certificate
Principal Balance of the Class II-M-8 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 85.90% and
(y)
the aggregate Stated 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 incurred during the prior
calendar month), and (2) the aggregate Stated 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
incurred during the prior calendar month) minus $2,982,660.
Class
II-M-9 Certificate:
Any
Certificate designated as a “Class II-M-9 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-9 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class
II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution
Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6
Principal Distribution Amount, the Class II-M-7 Principal Distribution Amount
and the Class II-M-8 Principal Distribution Amount and (y) the excess, if any,
of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class
II-A Certificates (after taking into account the distribution of the Class
II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class II-M-1 Certificates (after taking into account
the distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4
Certificates (after taking into account the distribution of the Class II-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class II-M-5 Certificates (after taking into account
the distribution of the Class II-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6
Certificates (after taking into account the distribution of the Class II-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class II-M-7 Certificates (after taking into account
the distribution of the Class II-M-7 Principal Distribution Amount on such
Distribution Date), (9) the Certificate Principal Balance of the Class II-M-8
Certificates (after taking into account the distribution of the Class II-M-8
Principal Distribution Amount on such Distribution Date) and (10) the
Certificate Principal Balance of the Class II-M-9 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 88.40%
and (y) the aggregate Stated 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 incurred
during the prior calendar month), and (2) the aggregate Stated 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 incurred during the prior calendar month) minus
$2,982,660.
Class
II-M-10 Certificate:
Any
Certificate designated as a “Class II-M-10 Certificate” on the face thereof, in
the form of Exhibit A-2 hereto, representing the right to its Percentage
Interest of distributions provided for the Class II-M-10 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining related
Principal Distribution Amount for such Distribution Date after distribution
of
the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
Distribution Amount, the Class II-M-2 Principal Distribution Amount, the Class
II-M-3 Principal Distribution Amount, the Class II-M-4 Principal Distribution
Amount, the Class II-M-5 Principal Distribution Amount, the Class II-M-6
Principal Distribution Amount, the Class II-M-7 Principal Distribution Amount,
the Class II-M-8 Principal Distribution Amount and the Class II-M-9 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class II-A Certificates (after
taking into account the distribution of the Class II-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class II-M-1 Certificates (after taking into account the distribution of the
Class II-M-1 Principal Distribution Amount on such Distribution Date), (3)
the
Certificate Principal Balance of the Class II-M-2 Certificates (after taking
into account the distribution of the Class II-M-2 Principal Distribution Amount
on such Distribution Date), (4) the Certificate Principal Balance of the Class
II-M-3 Certificates (after taking into account the distribution of the Class
II-M-3 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class II-M-4 Certificates (after taking
into account the distribution of the Class II-M-4 Principal Distribution Amount
on such Distribution Date), (6) the Certificate Principal Balance of the Class
II-M-5 Certificates (after taking into account the distribution of the Class
II-M-5 Principal Distribution Amount on such Distribution Date) (7) the
Certificate Principal Balance of the Class II-M-6 Certificates (after taking
into account the distribution of the Class II-M-6 Principal Distribution Amount
on such Distribution Date), (8) the Certificate Principal Balance of the Class
II-M-7 Certificates (after taking into account the distribution of the Class
II-M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class II-M-8 (after taking into account
the
distribution of the Class II-M-8 Principal Distribution Amount on such
Distribution Date), (10) the Certificate Principal Balance of the Class II-M-9
Certificates (after taking into account the distribution of the Class II-M-9
Principal Distribution Amount on such Distribution Date) and (11) the
Certificate Principal Balance of the Class II-M-10 Certificates immediately
prior to such Distribution Date, over (b) the lesser of (1) the product of
(x)
92.10% and (y) the aggregate Stated 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 incurred
during the prior calendar month), and (2) the aggregate Stated 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 incurred during the prior calendar month) minus
$2,982,660.
Class
II-P Certificate:
Any
Certificate designated as a “Class II-P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class II-P Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC IX and (ii) the right to receive
any
Prepayment Charge Waiver Amounts with respect to Loan Group II.
Class
II-P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class II-P Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class II-P
Certificateholders.
Class
II-R Certificate:
Any of
the Class II-R-1 Certificates and Class II-RX Certificates.
Class
II-R-1 Certificate:
Any
Certificate designated a “Class II-R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class II-R-1 Certificates as set forth herein.
Class
II-RX Certificate:
Any
Certificate designated a “Class II-RX Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class
II-R-8 Interest, Class II-R-9 Interest and Class II-R-10 Interest and
representing the right to the Percentage Interest of distributions provided
for
the Class II-RX Certificates as set forth herein.
Class
II-R-8
Interest:
The
uncertificated Residual Interest in REMIC VIII.
Class
II-R-9 Interest:
The
uncertificated Residual Interest in REMIC IX.
Class
II-R-10 Interest:
The
uncertificated Residual Interest in REMIC X.
Class
IO Distribution Amount:
Any of
the Group I Class IO Distribution Amount or the Group II Class IO Distribution
Amount.
Closing
Date:
February 28, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office:
The
designated office of the Trustee where at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services - Bear Xxxxxxx Asset Backed Securities I LLC,
Series 2007-HE2, or at such other address as the Trustee may designate from
time
to time.
Corresponding
Certificate:
With
respect to each REMIC III Regular Interest (other than REMIC III Regular
Interests I-AA, I-ZZ, I-IO, I-P, II-AA, II-ZZ, II-IO, II-P, II-1-Sub, II-1-Grp,
II-2-Sub, II-2-Grp, II-3-Sub, II-3-Grp and II-XX), the Certificate with the
corresponding designation. With respect to each REMIC IV Regular Interest (other
than the Class CE Interests, the Class P Interests and the Class IO Interests),
the related Certificate representing ownership thereof.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of each
class (other than the Class P Certificates, Class P Interests, the Residual
Interests and the Residual Certificates), (i) the interest accrued on the
related Certificate Principal Balance or Certificate Notional Amount or
Uncertificated Notional Amount, as applicable, during the related Accrual Period
at the applicable Pass-Through Rate, plus any amount previously distributed
with
respect to interest for such Certificate or interest that has been recovered
as
a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
any
Prepayment Interest Shortfall for such Distribution Date, to the extent not
covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
during the related Due Period; provided, however, that for purposes of
calculating Current Interest for any such class, amounts specified in clause
(ii) hereof for any such Distribution Date shall be allocated first to the
related Class CE Certificates and the related Class CE Interest in reduction
of
amounts otherwise distributable to such Certificates and interest on such
Distribution Date and then any excess shall be allocated to each Class of
related Class A Certificates and Class M Certificates on a pro
rata
basis
based on the respective amounts of interest accrued pursuant to clause (i)
hereof for each such Class on such Distribution Date.
Current
Specified Enhancement Percentage:
Any of
the Group I Current Specified Enhancement Percentage or the Group II Current
Specified Enhancement Percentage.
Custodial
Agreement:
An
agreement, dated as of February 28, 2007, among the Depositor, EMC, as a seller
and as Master Servicer, Master Funding as a seller, the Trustee and the
Custodian in substantially the form of Exhibit J hereto.
Custodian:
LaSalle
Bank National Association, or any successor custodian appointed pursuant to
the
provisions hereof and the Custodial Agreement.
Cut-off
Date:
February 1, 2007.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof on the Cut-off Date
after application of all Principal Prepayments received prior to the Cut-off
Date and scheduled payments of principal due on or before the Cut-off Date,
whether or not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date. The aggregate
Cut-off Date Principal Balance of the Group I Mortgage Loans is $129,432,420.64.
The aggregate Cut-off Date Principal Balance of the Group II Mortgage Loans
is
$596,532,054.91.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Defaulting
Party:
A
“Defaulting Party” as defined in the related Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Event:
Any of
a Group I Delinquency Event or Group II Delinquency Event.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on. This calculation of delinquency is
referred to as the OTS methodology.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, dated as of the Closing
Date,
substantially in the form of Exhibit H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.04 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE2”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in March 2007.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in which such
Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department of
a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
EMC
Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC
is
the applicable seller.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class CE, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date and any Loan Group, an amount, if any, equal
to
the sum of (a) the related Remaining Excess Spread for such Distribution Date
and (b) the related Overcollateralization Release Amount for such Distribution
Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date and any Loan Group, the excess, if any, of
(i)
the Interest Funds with respect to the related Loan Group for such Distribution
Date, over (ii) the sum of the Current Interest on the related Class A
Certificates and Class M Certificates and Interest Carry Forward Amounts on
the
related Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 5.04(a)(3)(A) with respect to Loan Group I and 5.04(b)(4)(A)
with respect to Loan Group II), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
Any of
the Group I Extra Principal Distribution Amount or Group II Extra Principal
Distribution Amount.
Xxxxxx
Mae:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC (on its own behalf as Seller
and
on behalf of Master Funding) pursuant to or as contemplated by Section 2.03(c)
or Section 10.01), a determination made by the Master Servicer that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Master Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The Master
Servicer shall maintain records of each Final Recovery Determination made
thereby.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. and any successor thereto.
Form
8-K Disclosure Information:
As
defined in Section 3.16(a)(iii).
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
Group
I Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class
I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class
I-M-8, Class I-M-9, Class I-M-10, Class I-P, Class I-CE, Class I-R-1, Class
I-R-2, Class I-R-3 and Class I-RX Certificates.
Group
I Class IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Group I Class
IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.21(c) on such Distribution Date in excess of the amount payable on REMIC
VII
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.21 hereof.
Group
I Current Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class I-M
Certificates and (ii) the Group I Overcollateralization Amount, in each case
prior to the distribution of the related Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group
I
Mortgage Loans as of the end of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the prior calendar month).
Group
I Delinquency Event:
A Group
I Delinquency Event shall
have occurred and be continuing if at any time, (x) the percent equivalent
of a
fraction, the numerator of which is the aggregate Stated Principal Balance
of
the Group I Mortgage Loans that are 60 days or more Delinquent (including for
this purpose any such Group I Mortgage Loans in bankruptcy or foreclosure and
Group I Mortgage Loans with respect to which the related Mortgaged Property
is
REO Property), and the denominator of which is the aggregate Stated Principal
Balance of all of the 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 incurred during the prior calendar month)
exceeds (y) 41.95% of the Group
I
Current Specified Enhancement Percentage.
Group
I Extra Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Group I Overcollateralization Target Amount for such Distribution Date, over
the
Group I Overcollateralization Amount for such Distribution Date (after giving
effect to distributions of principal on the Certificates other than any Group
I
Extra Principal Distribution Amount) and (ii) the related Excess Spread for
such
Distribution Date.
Group
I Guarantor:
As
defined in Section 3.21(i).
Group
I Guaranty:
As
defined in Section 3.21(i).
Group
I Marker Rate:
With
respect to the Class I-CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group I Regular Interests (other than
REMIC
III Regular Interests I-AA, I-IO and I-P), with the rate on each such REMIC
III
Group I Regular Interest (other than REMIC III Regular Interest I-ZZ) subject
to
a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
the
Corresponding Certificate and (ii) the Net Rate Cap for the REMIC IV Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and with the
rate on REMIC III Regular Interest I-ZZ subject to a cap of zero for the purpose
of this calculation; provided, however, that solely for this purpose, the
related cap with respect to each REMIC III Group I Regular Interest (other
than
REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P) shall be multiplied by
a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.
Group
I Maximum Probable Exposure:
With
respect to each Distribution Date and the Group I Swap Agreement, the amount
calculated by the Depositor in accordance with the Seller’s internal risk
management process in respect of similar instruments, such calculation to be
performed as agreed by the Trustee and the Depositor.
Group
I Maximum Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest I-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ minus the
REMIC III Group I Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued
Interest for such Distribution Date on the REMIC III Group I Regular Interests
(other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P), with the
rate
on each such REMIC III Group I Regular Interest subject to a cap equal to the
lesser of (x) the One-Month LIBOR Pass Through Rate for the Corresponding
Certificate and (y) the Net Rate Cap for the REMIC IV Regular Interest the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date; provided, however,
that
solely for this purpose, the related cap with respect to each REMIC III Group
I
Regular Interest (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and
I-P) shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
Group
I Mortgage Loans:
The
Mortgage Loans related to Loan Group I.
Group
I Net Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Group I Swap Agreement by either the Group I Swap Provider
or the Swap Administrator, which net payment shall not take into account any
Group I Swap Termination Payment.
Group
I Notional Amount:
With
respect to each Distribution Date and the Group I Swap Agreement, the notional
amount for the related calculation period as set forth in the related schedule
set forth in Exhibit M.
Group
I Offered Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class
I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class
I-M-8 and Class I-M-9 Certificates.
Group
I Optional Termination:
The
termination of the portion of the Trust Fund related to Loan Group I created
hereunder as a result of the purchase of all of the Group I Mortgage Loans
and
any related REO Property pursuant to Section 10.01 hereof.
Group
I Optional Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Group
I
Mortgage Loans is equal to or less than 10% of the Stated Principal Balance
of
all of the Group I Mortgage Loans as of the Cut-off Date.
Group
I Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
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 incurred during the prior
calendar month), over the aggregate Certificate Principal Balance of the Class
I-A Certificates and Class I-M Certificates on such Distribution Date (after
taking into account the payment of principal other than any Group I Extra
Principal Distribution Amount on such Certificates).
Group
I Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the related Principal Funds
for such Distribution Date and (y) the excess, if any, of (i) the Group I
Overcollateralization Amount for such Distribution Date (assuming that 100%
of
the related Principal Funds is applied as a principal payment on such
Distribution Date), over (ii) the Group I Overcollateralization Target Amount
for such Distribution Date (with the amount pursuant to clause (y) deemed to
be
$0 if the Group I Overcollateralization Amount is less than or equal to the
Group I Overcollateralization Target Amount on that Distribution
Date).
Group
I Overcollateralization Target Amount:
With
respect to any Distribution Date (a) prior to the Group I Stepdown Date, 3.00%
of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of
the Cut-off Date, (b) on or after the Group I Stepdown Date and if a Group
I
Trigger Event is not in effect, the greater of (i) the lesser of (1) 3.00%
of
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
the
Cut-off Date and (2) 6.00% of the aggregate Stated 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 incurred during the prior calendar month) and (ii) $647,162
or
(c) on or after the Group I 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 Regular Certificate:
Any of
the Group I Certificates other than the Group I Residual
Certificates.
Group
I Reserve Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Group
I Reserve Fund Deposit:
With
respect to the Group I Reserve Fund, an amount equal to $5,000, which the
Depositor shall initially deposit into the Group I Reserve Fund pursuant to
Section 3.21 hereof.
Group
I Residual Certificates:
The
Class I-R Certificates, each evidencing the sole class of Residual Interests
in
the related REMIC.
Group
I Senior Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
Certificates.
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 Seller or its affiliate of the aggregate Group I Maximum Probable Exposure
of the outstanding Class I-A Certificates and Class I-M Certificates to the
Group I Swap Agreement.
Group
I Significance Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Group I Significance Estimate divided
by
the aggregate outstanding Certificate Principal Balance of the Class I-A
Certificates and Class I-M Certificates, prior to the distribution of the
related Principal Distribution Amount on such Distribution Date.
Group
I Stepdown Date:
The
later to occur of (a) the Distribution Date in March 2010 and (b) the first
Distribution Date on which the Group I Current Specified Enhancement Percentage
is greater than or equal to 42.80%.
Group
I Sub-Trust:
The
portion of the Trust Fund allocated to Loan Group I.
Group
I Supplemental Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Group I Supplemental Interest Trust,” consisting of the Group
I Swap Agreement, the rights in respect of the Swap Administration Agreement
that relate to Loan Group I, the Group I Swap Account and REMIC VII Regular
Interest IO. For the avoidance of doubt, the Group I Supplemental Interest
Trust, the Group I Swap Agreement, the Group I Swap Account, the Group I Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Group
I Supplemental Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as group I supplemental interest trust
trustee and any successor thereto, and any corporation or national banking
association resulting from or surviving any consolidation or merger to which
it
or its successors may be a party and any successor group I supplemental interest
trust trustee as may from time to time be serving as successor group I
supplemental interest trust trustee.
Group
I Swap Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Group I Supplemental Interest Trust, pursuant to the Swap
Administration Agreement.
Group
I Swap Agreement:
The
interest rate swap agreement, dated as of February 28, 2007, between the Group
I
Supplemental Interest Trust Trustee and the Group I Swap Provider, including
any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit M.
Group
I Swap Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the Swap
Administrator pursuant to the Swap Administration Agreement.
Group
I Swap Credit Support Annex:
The
credit support annex, dated as of February 28, 2007, between the Group I
Supplemental Interest Trust Trustee and the Group I Swap Provider, which is
annexed to and forms part of the Group I Swap Agreement.
Group
I Swap Early Termination:
The
occurrence of an Early Termination Date (as defined in the Group I Swap
Agreement) under the Group I Swap Agreement.
Group
I Swap Optional Termination Payment:
As
defined in Section 10.01.
Group
I Swap Provider:
The
swap provider under the Group I Swap Agreement. Initially, the Group I Swap
Provider shall be ABN AMRO Bank N.V.
Group
I Swap Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Group I
Swap
Agreement with respect to which the Group I Swap Provider is a Defaulting Party,
(ii) a Termination Event under the Group I Swap Agreement with respect to which
the Group I Swap Provider is the sole Affected Party, or (iii) an Additional
Termination Event under the Group I Swap Agreement with respect to which the
Group I Swap Provider is the sole Affected Party.
Group
I Swap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group I Swap
Agreement, the payment to be made by the Swap Administrator to the Group I
Swap
Provider from payments from the Trust Fund with respect to Loan Group I, or
by
the Group I Swap Provider to the Swap Administrator for payment to the Trust
Fund with respect to Loan Group I, as applicable, pursuant to the terms of
the
Group I Swap Agreement.
Group
I Trigger Event:
With
respect to any Distribution Date, a Group I Trigger Event exists if (i) a
related Delinquency Event shall have occurred and be continuing or (ii) the
aggregate amount of Realized Losses on the Group I Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance
of
the Group I Mortgage Loans exceeds the applicable percentages set forth below
with respect to such Distribution Date:
Distribution
Date
|
Percentage
|
March
2010 through February 2011
|
3.70%
with respect to March 2010, plus an additional 1/12th of the difference
between 5.80% and 3.70% for each month thereafter
|
March
2011 through February 2012
|
5.80%
with respect to March 2011, plus an additional 1/12th of the difference
between 7.50% and 5.80% for each month thereafter
|
March
2012 through February 2013
|
7.50%
with respect to March 2012, plus an additional 1/12th of the difference
between 8.45% and 7.50% for each month thereafter
|
March
2013 and thereafter
|
8.45%
|
Group
II Certificates:
Any of
the Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-A-4, Class II-2A,
Class II-3A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class
II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10,
Class II-P, Class II-CE, Class II-R-1 and Class II-RX Certificates.
Group
II Class IO Distribution Amount:
As
defined in Section 3.22 hereof. For purposes of clarity, the Group II Class
IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.22(c) on such Distribution Date in excess of the amount payable on REMIC
X
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.22 hereof.
Group
II Current Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class II-M
Certificates and (ii) the Group II Overcollateralization Amount, in each case
prior to the distribution of the related Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group
II
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month).
Group
II Delinquency Event:
A Group
II Delinquency Event shall have occurred and be continuing if at any time,
(x)
the percent equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of the Group II Mortgage Loans that are 60 days or
more
Delinquent (including for this purpose any such Group II Mortgage Loans in
bankruptcy or foreclosure and Group I Mortgage Loans with respect to which
the
related Mortgaged Property is REO Property), and the denominator of which is
the
aggregate Stated Principal Balance of all of the 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 incurred
during the prior calendar month) exceeds (y) 29.00% of the Group II Current
Specified Enhancement Percentage.
Group
II Extra Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Group II Overcollateralization Target Amount for such Distribution Date, over
the Group II Overcollateralization Amount for such Distribution Date (after
giving effect to distributions of principal on the Certificates other than
any
Group II Extra Principal Distribution Amount) and (ii) the related Excess Spread
for such Distribution Date.
Group
II Guarantor:
As
defined in Section 3.22(i).
Group
II Guaranty:
As
defined in Section 3.22(i).
Group
II Marker Rate:
With
respect to the Class II-CE Interest and any Distribution Date, a per annum
rate
equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group II Regular Interests (other than
REMIC III Regular Interests II-AA, II-IO, II-P, II-1-Sub, II-1-Grp, II-2-Sub,
II-2-Grp, II-3-Sub, II-3-Grp and II-XX), with the rate on each such REMIC III
Group II Regular Interest (other than REMIC III Regular Interest II-ZZ) subject
to a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC IV Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and with the
rate on REMIC III Regular Interest II-ZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that solely for this purpose,
the related cap with respect to each REMIC III Group II Regular Interest (other
than REMIC III Regular Interests II-AA, II-ZZ, II-IO, II-P, II-1-Sub, II-1-Grp,
II-2-Sub, II-2-Grp, II-3-Sub, II-3-Grp and II-XX) shall be multiplied by a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.
Group
II Maximum Probable Exposure:
With
respect to each Distribution Date and the Group II Swap Agreement, the amount
calculated by the Depositor in accordance with the Seller’s internal risk
management process in respect of similar instruments, such calculation to be
performed as agreed by the Trustee and the Depositor.
Group
II Maximum Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest II-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ minus
the
REMIC III Group II Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued
Interest for such Distribution Date on the REMIC III Group II Regular Interests
(other than REMIC III Regular Interests II-AA, II-ZZ, II-IO, II-P, II-1-Sub,
II-1-Grp, II-2-Sub, II-2-Grp, II-3-Sub, II-3-Grp and II-XX), with the rate
on
each such REMIC III Group II Regular Interest subject to a cap equal to the
lesser of (x) the One-Month LIBOR Pass Through Rate for the Corresponding
Certificate and (y) the Net Rate Cap for the REMIC IV Regular Interest the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date; provided, however,
that
solely for this purpose, the related cap with respect to each REMIC III Group
II
Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO,
II-P, II-1-Sub, II-1-Grp, II-2-Sub, II-2-Grp, II-3-Sub, II-3-Grp and II-XX)
shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
Group
II Mortgage Loans:
The
Mortgage Loans related to Loan Group II.
Group
II Net Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Group II Swap Agreement by either the Group II Swap Provider
or the Swap Administrator, which net payment shall not take into account any
Group II Swap Termination Payment.
Group
II Notional Amount:
With
respect to each Distribution Date and the Group II Swap Agreement, the notional
amount for the related calculation period as set forth in the related schedule
set forth in Exhibit N.
Group
II Offered Certificates:
Any of
the Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-2A,
Class II-3A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class
II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9
Certificates.
Group
II Optional Termination:
The
termination of the portion of the Trust Fund related to Loan Group II created
hereunder as a result of the purchase of all of the Group II Mortgage Loans
and
any related REO Property pursuant to Section 10.01 hereof.
Group
II Optional Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Group
II
Mortgage Loans is equal to or less than 10% of the Stated Principal Balance
of
all of the Group II Mortgage Loans as of the Cut-off Date.
Group
II Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
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 incurred during the prior
calendar month), over the aggregate Certificate Principal Balance of the Class
II-A Certificates and Class II-M Certificates on such Distribution Date (after
taking into account the payment of principal other than any Group II Extra
Principal Distribution Amount on such Certificates).
Group
II Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the related Principal Funds
for such Distribution Date and (y) the excess, if any, of (i) the Group II
Overcollateralization Amount for such Distribution Date (assuming that 100%
of
the related Principal Funds is applied as a principal payment on such
Distribution Date), over (ii) the Group II Overcollateralization Target Amount
for such Distribution Date (with the amount pursuant to clause (y) deemed to
be
$0 if the Group II Overcollateralization Amount is less than or equal to the
Group II Overcollateralization Target Amount on that Distribution
Date).
Group
II Overcollateralization Target Amount:
With
respect to any Distribution Date (a) prior to the Group II Stepdown Date, 3.95%
of the aggregate Stated Principal Balance of the Group II Mortgage Loans as
of
the Cut-off Date, (b) on or after the Group II Stepdown Date and if a Group
II
Trigger Event is not in effect, the greater of (i) the lesser of (1) 3.95%
of
the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
the
Cut-off Date and (2) 7.90% of the aggregate Stated 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 incurred during the prior calendar month) and (ii) $2,982,660
or
(c) on or after the Group II Stepdown Date and if a Group II Trigger Event
is in
effect, the Group II Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Group
II Regular Certificate:
Any of
the Group II Certificates other than the Group II Residual
Certificates.
Group
II Reserve Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.22 hereof.
Group
II Reserve Fund Deposit:
With
respect to the Group II Reserve Fund, an amount equal to $5,000, which the
Depositor shall initially deposit into the Group II Reserve Fund pursuant to
Section 3.22 hereof.
Group
II Residual Certificates:
The
Class II-R-1 Certificates and Class II-RX Certificates, each evidencing the
sole
class of Residual Interests in the related REMIC.
Group
II Senior Certificates:
Any of
the Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class II-2A
and
Class II-3A Certificates.
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 Seller or its affiliate of the aggregate Group II Maximum Probable Exposure
of the outstanding Class II-A Certificates and Class II-M Certificates to the
Group II Swap Agreement.
Group
II Significance Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Group II Significance Estimate divided
by
the aggregate outstanding Certificate Principal Balance of the Class II-A
Certificates and Class II-M Certificates, prior to the distribution of the
related Principal Distribution Amount on such Distribution Date.
Group
II Stepdown Date:
The
later to occur of (a) the Distribution Date in March 2010 and (b) the first
Distribution Date on which the Group II Current Specified Enhancement Percentage
is greater than or equal to 54.90%.
Group
II Sub-Trust:
The
portion of the Trust Fund allocated to Loan Group II.
Group
II Supplemental Interest Trust:
The
corpus of a trust created pursuant to Section 3.22 of this Agreement and
designated as the “Group II Supplemental Interest Trust,” consisting of the
Group II Swap Agreement, the rights in respect of the Swap Administration
Agreement that relate to Loan Group II, the Group II Swap Account and REMIC
X
Regular Interest IO. For the avoidance of doubt, the Group II Supplemental
Interest Trust, the Group II Swap Agreement, the Group II Swap Account, the
Group II Swap Collateral Account and the Swap Administration Agreement do not
constitute parts of the Trust Fund or any REMIC.
Group
II Supplemental Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as group II supplemental interest trust
trustee and any successor thereto, and any corporation or national banking
association resulting from or surviving any consolidation or merger to which
it
or its successors may be a party and any successor group II supplemental
interest trust trustee as may from time to time be serving as successor group
II
supplemental interest trust trustee.
Group
II Swap Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Group II Supplemental Interest Trust, pursuant to the Swap
Administration Agreement.
Group
II Swap Agreement:
The
interest rate swap agreement, dated as of February
28, 2007,
between
the Group II Supplemental Interest Trust Trustee and the Group II Swap Provider,
including any schedule, confirmations, credit support annex or other credit
support document relating thereto, and attached hereto as Exhibit
N.
Group
II Swap Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the Swap
Administrator pursuant to the Swap Administration Agreement.
Group
II Swap Credit Support Annex:
The
credit support annex, dated as of February 28, 2007, between the Group II
Supplemental Interest Trust Trustee and the Group II Swap Provider, which is
annexed to and forms part of the Group II Swap Agreement.
Group
II Swap Early Termination:
The
occurrence of an Early Termination Date (as defined in the Group II Swap
Agreement) under the Group II Swap Agreement.
Group
II Swap Optional Termination Payment:
As
defined in Section 10.01.
Group
II Swap Provider:
The
swap provider under the Group II Swap Agreement. Initially, the Group II Swap
Provider shall be ABN AMRO Bank N.V.
Group
II Swap Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Group II
Swap Agreement with respect to which the Group II Swap Provider is a Defaulting
Party, (ii) a Termination Event under the Group II Swap Agreement with respect
to which the Group II Swap Provider is the sole Affected Party, or (iii) an
Additional Termination Event under the Group II Swap Agreement with respect
to
which the Group II Swap Provider is the sole Affected Party.
Group
II Swap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group II Swap
Agreement, the payment to be made by the Swap Administrator to the Group II
Swap
Provider from payments from the Trust Fund with respect to Loan Group II, or
by
the Group II Swap Provider to the Swap Administrator for payment to the Trust
Fund with respect to Loan Group II, as applicable, pursuant to the terms of
the
Group II Swap Agreement.
Group
II Trigger Event:
With
respect to any Distribution Date, a Group II Trigger Event exists if (i) a
related Delinquency Event shall have occurred and be continuing or (ii) the
aggregate amount of Realized Losses on the Group II Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance
of
the Group II Mortgage Loans exceeds the applicable percentages set forth below
with respect to such Distribution Date:
Distribution
Date
|
Percentage
|
March
2010 through February 2011
|
3.85%
with respect to March 2010, plus an additional 1/12th of the difference
between 6.05% and 3.85% for each month thereafter
|
March
2011 through February 2012
|
6.05%
with respect to March 2011, plus an additional 1/12th of the difference
between 7.80% and 6.05% for each month thereafter
|
March
2012 through February 2013
|
7.80%
with respect to March 2012, plus an additional 1/12th of the difference
between 8.80% and 7.80% for each month thereafter
|
March
2013 and thereafter
|
8.80%
|
Indemnified
Persons:
The
Trustee, the Master Servicer, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Index:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity Holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
including all riders and endorsements thereto in effect with respect to such
Mortgage Loan, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust and are not applied to the restoration
of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage
loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class CE, Class P and the Residual Certificates), the sum of (i) the excess
of (a) the Current Interest for such Class with respect to such Distribution
Date and any prior Distribution Dates over (b) the amount actually distributed
to such Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by applicable law)
at
the applicable Pass-Through Rate for such Class for the related Accrual Period
including the Accrual Period relating to such Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to each of Loan Group I, Subgroup II-1, Subgroup II-2 and Subgroup
II-3
and any Distribution Date (1) the sum, without duplication, of (a) all scheduled
interest during the related Due Period with respect to the Mortgage Loans in
the
related Loan Group or Subgroup, less the Servicing Fee and the LPMI Fee, if
any,
(b) all Advances relating to interest with respect to the Mortgage Loans in
the
related Loan Group or Subgroup made on or prior to the related Distribution
Account Deposit Date, (c) all Compensating Interest with respect to the related
Mortgage Loans and required to be remitted by the Master Servicer pursuant
to
this Agreement with respect to such Distribution Date in the related Loan Group
or Subgroup, (d) Liquidation Proceeds and Subsequent Recoveries (to the extent
such Liquidation Proceeds and Subsequent Recoveries relate to interest) less
all
Nonrecoverable Advances related to interest and certain expenses reimbursed
during the prior calendar month, in each case with respect to the Mortgage
Loans
in the related Loan Group or Subgroup, (e) all amounts relating to interest
with
respect to each Mortgage Loan repurchased by EMC in the related Loan Group
or
Subgroup (on its own behalf as Seller and on behalf of Master Funding) pursuant
to Sections 2.02 and 2.03 and by EMC pursuant to Section 3.19, in each case
to
the extent remitted by the Master Servicer to the Distribution Account pursuant
to this Agreement, and (f) the interest portion of any proceeds received from
the exercise of a Group I Optional Termination or Group II Optional Termination,
as applicable, minus (2) (i) all amounts relating to interest required to be
reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth in
this
Agreement, and (ii) any related Net Swap Payment or related Swap Termination
Payment (not due to a related Swap Provider Trigger Event and other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any related replacement interest rate swap agreements that may
be
entered into by the related Supplemental Interest Trust Trustee) owed to the
Swap Administrator for payment to the related Swap Provider for such
Distribution Date and any such payments remaining unpaid for any prior
Distribution Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
LaSalle:
LaSalle
Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: with respect to the
Group I Certificates, other than the Class I-A-1, Class I-A-2 and Class I-A-3
Certificates, the Distribution Date in March 2037; with respect to the Class
I-A-1, Class I-A-2 and Class I-A-3 Certificates, the Distribution Date in
February 2031, November 2035 and January 2037, respectively. With respect to
the
Group II Certificates, other than the Class II-1A-1, Class II-1A-2 and Class
II-1A-3 Certificates, the Distribution Date in February 2037; with respect
to
the Class II-1A-1, Class II-1A-2 and Class II-1A-3 Certificates, the
Distribution Date in October 2030, April 2035 and January 2037, respectively.
Latest
Possible Maturity Date:
With
respect to the Group I Certificates, March 25, 2037, which is the Distribution
Date in the month following the final scheduled maturity date of the Group
I
Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
of
the Cut-off Date. With respect to the Group II Certificates, February 25, 2037,
which is the Distribution Date in the month following the final scheduled
maturity date of the Group II Mortgage Loan in the Trust Fund having the latest
scheduled maturity date as of the Cut-off Date. For purposes of the Treasury
regulations under Sections 860A through 860G of the Code, the latest possible
maturity date of each Regular Interest issued by REMIC I, each REMIC III Group
I
Regular Interest, each Regular Interest issued by REMIC IV the ownership of
which is represented by the Class I-A Certificates and Class I-M Certificates,
the Class I-CE Interest, the Class I-P Interest, the Class I-IO Interest, each
Regular Interest the ownership of which is represented by the Class I-CE
Certificates and Class I-P Certificates, and REMIC VII Regular Interest IO,
shall be the Distribution Date in the month following the final scheduled
maturity date of the Group I Mortgage Loan in the Trust Fund having the latest
scheduled maturity date as of the Cut-off Date, and the latest possible maturity
date of each Regular Interest issued by REMIC II, each REMIC III Group II
Regular Interest, each Regular Interest issued by REMIC IV the ownership of
which is represented by the Class II-A Certificates and Class II-M Certificates,
the Class II-CE Interest, the Class II-P Interest, the Class II-IO Interest,
each Regular Interest the ownership of which is represented by the Class II-CE
Certificates and Class II-P Certificates, and REMIC X Regular Interest IO,
shall
be the Distribution Date in the month following the final scheduled maturity
date of the Group II Mortgage Loan in the Trust Fund having the latest scheduled
maturity date as of the Cut-off Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I or Group I Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group I included as such on the
Mortgage Loan Schedule.
Loan
Group II or Group II Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group II included as such on the
Mortgage Loan Schedule.
Loan
Group I:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loss
Allocation Limitation:
The
meaning specified in Section 5.05(b) hereof.
LPMI
Fee:
The fee
payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
set
forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Master Servicer or
the
related subservicer of the related Mortgage Loan is responsible for the payment
of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder:
Any of
the Majority Class I-CE Certificateholder or Majority Class II-CE
Certificateholder.
Majority
Class I-CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class I-CE
Certificates.
Majority
Class II-CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class II-CE
Certificates.
Master
Funding:
Master
Funding LLC, a Delaware limited liability company, and its successors and
assigns, in its capacity as the seller of the Master Funding Mortgage Loans
to
the Depositor.
Master
Funding Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master
Funding is the applicable seller.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement delivered to the Certificateholders pursuant to Section
5.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first or second lien
on
or first or second priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of February 28, 2007, among EMC,
as a
seller, Master Funding, as a seller and the Depositor, as purchaser in the
form
attached hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller or the Master
Servicer to reflect the deletion of Deleted Mortgage Loans and the addition
of
Replacement Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, the initial Mortgage Loan Schedule being attached
hereto as Exhibit B setting forth the following information with respect to
each
Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (o)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Loan Seller:
EMC or
Master Funding, as applicable.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
and
(iii) the rate at which the LPMI Fee is calculated, if any.
Net
Rate Cap:
With
respect to any Distribution Date and the Class I-A Certificates and Class I-M
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the Net Mortgage Rates on the then outstanding
Group I Mortgage Loans, weighted based on the Stated Principal Balances of
such
Group I Mortgage Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date,
and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Group I Net Swap
Payment payable to the Group I Swap Provider for such Distribution Date and
(ii)
any Group I Swap Termination Payment not due to a Group I Swap Provider Trigger
Event payable to the Group I Swap Provider (other than to the extent already
paid by the Swap Administrator from any upfront payment received pursuant to
any
related replacement interest rate swap agreement that may be entered into by
the
Group I Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Group I Mortgage Loans as of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date, multiplied by 12.
With
respect to any Distribution Date and the REMIC IV Regular Interests the
ownership of which is represented by Class I-A Certificates and Class I-M
Certificates, a per annum rate equal to the weighted average (adjusted for
the
actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC III Pass-Through Rates on the REMIC III Group I Regular
Interests (other than REMIC III Regular Interests I-IO and I-P), weighted on
the
basis of the Uncertificated Principal Balances of each such REMIC III Group
I
Regular Interest immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-1A Certificates, the excess,
if any, of (A) a per annum rate equal to the product of (x) the weighted average
of the Net Mortgage Rates on the then outstanding Group II Mortgage Loans in
Subgroup II-1, weighted based on the Stated Principal Balances of such Group
II
Mortgage Loans as of the related Due Date prior to giving effect to any
reduction in the Stated Principal Balances of such Group II Mortgage Loans
on
such Due Date, and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period, over (B) an amount, expressed as a per annum rate, equal to the sum
of
(i) the Group II Net Swap Payment payable to the Group II Swap Provider for
such
Distribution Date and (ii) any Group II Swap Termination Payment not due to
a
Group II Swap Provider Trigger Event payable to the Group II Swap Provider
(other than to the extent already paid by the Swap Administrator from any
upfront payment received pursuant to any related replacement interest rate
swap
agreement that may be entered into by the Group II Supplemental Interest Trust
Trustee), divided by the aggregate outstanding Stated Principal Balance of
the
Group II Mortgage Loans as of the related Due Date prior to giving effect to
any
reduction in the Stated Principal Balances of such Group II Mortgage Loans
on
such Due Date, multiplied by 12. With respect to any Distribution Date and
the
REMIC IV Regular Interests the ownership of which is represented by the Class
II-1A Certificates, a per annum rate equal to the weighted average (adjusted
for
the actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest
II-1-Grp, weighted on the basis of the Uncertificated Principal Balance of
such
REMIC III Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class II-2A Certificates, the excess,
if any, of (A) a per annum rate equal to the product of (x) the weighted average
of the Net Mortgage Rates on the then outstanding Mortgage Loans in Subgroup
II-2, weighted based on the Stated Principal Balances of such Group II Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Group II Mortgage Loans on such Due Date,
and
(y) a fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Group II Net Swap
Payment payable to the Group II Swap Provider for such Distribution Date and
(ii) any Group II Swap Termination Payment not due to a Group II Swap Provider
Trigger Event payable to the Group II Swap Provider (other than to the extent
already paid by the Swap Administrator from any upfront payment received
pursuant to any related replacement interest rate swap agreement that may be
entered into by the Group II Supplemental Interest Trust Trustee), divided
by
the aggregate outstanding Stated Principal Balance of the Group II Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Group II Mortgage Loans on such Due Date,
multiplied by 12. With respect to any Distribution Date and the REMIC IV Regular
Interests the ownership of which is represented by the Class II-2A Certificates,
a per annum rate equal to the weighted average (adjusted for the actual number
of days elapsed in the related Accrual Period) of the Uncertificated REMIC
III
Pass-Through Rate on REMIC III Regular Interest II-2-Grp, weighted on the basis
of the Uncertificated Principal Balance of such REMIC III Regular Interest
immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-3A Certificates, the excess,
if any, of (A) a per annum rate equal to the product of (x) the weighted average
of the Net Mortgage Rates on the then outstanding Mortgage Loans in Subgroup
II-3, weighted based on the Stated Principal Balances of such Group II Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Group II Mortgage Loans on such Due Date,
and
(y) a fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Group II Net Swap
Payment payable to the Group II Swap Provider for such Distribution Date and
(ii) any Group II Swap Termination Payment not due to a Group II Swap Provider
Trigger Event payable to the Group II Swap Provider (other than to the extent
already paid by the Swap Administrator from any upfront payment received
pursuant to any related replacement interest rate swap agreement that may be
entered into by the Group II Supplemental Interest Trust Trustee), divided
by
the aggregate outstanding Stated Principal Balance of the Group II Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Group II Mortgage Loans on such Due Date,
multiplied by 12. With respect to any Distribution Date and the REMIC IV Regular
Interests the ownership of which is represented by the Class II-3A Certificates,
a per annum rate equal to the weighted average (adjusted for the actual number
of days elapsed in the related Accrual Period) of the Uncertificated REMIC
III
Pass-Through Rate on REMIC III Regular Interest II-3-Grp, weighted on the basis
of the Uncertificated Principal Balance of such REMIC III Regular Interest
immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-M Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the weighted average of the Net Mortgage Rates on the then outstanding Group
II
Mortgage Loans in each Subgroup, weighted in proportion to the results of
subtracting from the aggregate Stated Principal Balances of each such Subgroup
as of the related Due Date prior to giving effect to any reduction in the Stated
Principal Balances of such Group II Mortgage Loans on such Due Date, the
aggregate Certificate Principal Balance of the related Class or Classes of
Class
II-A Certificates and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period, over (B) an amount, expressed as a per annum rate, equal to the sum
of
(i) the Group II Net Swap Payment payable to the Group II Swap Provider for
such
Distribution Date and (ii) any Group II Swap Termination Payment not due to
a
Group II Swap Provider Trigger Event payable to the Group II Swap Provider
(other than to the extent already paid by the Swap Administrator from any
upfront payment received pursuant to any related replacement interest rate
swap
agreement that may be entered into by the Group II Supplemental Interest Trust
Trustee), divided by the aggregate outstanding Stated Principal Balance of
the
Group II Mortgage Loans as of the related Due Date prior to giving effect to
any
reduction in the Stated Principal Balances of such Group II Mortgage Loans
on
such Due Date, multiplied by 12. With respect to any Distribution Date and
the
REMIC IV Regular Interests the ownership of which is represented by the Class
II-M Certificates, a per annum rate equal to the weighted average (adjusted
for
the actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC III Pass-Through Rates on (a) REMIC III Regular Interest
II-1-Sub, subject to a cap and a floor equal to the Uncertificated REMIC III
Pass-Through Rate on REMIC III Regular Interest II-1-Grp, (b) REMIC III Regular
Interest II-2-Sub, subject to a cap and a floor equal to the Uncertificated
REMIC III Pass-Through Rate on REMIC III Regular Interest II-2-Grp and (c)
REMIC
III Regular Interest II-3-Sub, subject to a cap and a floor equal to the
Uncertificated REMIC III Pass-Through Rate on REMIC III Regular Interest
II-3-Grp, in each case as determined for such Distribution Date, weighted on
the
basis of the Uncertificated Principal Balances of each such REMIC III Regular
Interest immediately prior to such Distribution Date.
Net
Swap Payment:
Any of
the Group I Net Swap Payment or the Group II Net Swap Payment.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer pursuant to this Agreement, that, in the good faith judgment of the
Master Servicer, will not or, in the case of a proposed advance, would not,
be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Offered
Certificates:
The
Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2,
Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8,
Class I-M-9, Class II-1A-1, Class II-1A-2, Class II-1A-3, Class II-1A-4, Class
II-2A, Class II-3A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9
Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed by any
of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s knowledge of and
familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, Master Funding and/or the Trustee, as the case may
be, as required by this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Reuters
Screen LIBOR01 Page, which is the display page currently so designated on the
Reuters Monitor Money Rates Service (or
such
other page as may replace that page on that service for the purpose of
displaying comparable rates or prices) as of 11:00 a.m. (London time) on such
Interest Determination Date. If such rate does not appear on such page (or
such
other page as may replace that page on that service, or if such service is
no
longer offered, such other service for displaying One-Month LIBOR or comparable
rates as may be reasonably selected by the Trustee), One-Month LIBOR for the
applicable Accrual Period will be the Reference Bank Rate. If no such quotations
can be obtained by the Trustee and no Reference Bank Rate is available,
One-Month LIBOR will be One-Month LIBOR applicable to the preceding Accrual
Period. The establishment of One-Month LIBOR on each Interest Determination
Date
by the Trustee and the Trustee’s calculation of the rate of interest applicable
to the Class A Certificates and Class M Certificates for the related Accrual
Period shall, in the absence of manifest error, be final and
binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Class A Certificate and Class M Certificate and, for purposes
of
the definitions of “Group I Marker Rate”, “Group I Maximum Uncertificated
Accrued Interest Deferral Amount”, “Group II Marker Rate” and “Group II Maximum
Uncertificated Accrued Interest Deferral Amount”, the related REMIC III Regular
Interest for which such Certificate is the Corresponding Certificate, a per
annum rate equal to One-Month LIBOR plus the related Certificate
Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller, the Depositor
or
the Master Servicer, reasonably acceptable to each addressee of such opinion;
provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of the Seller, Depositor and the Master Servicer, (ii)
not
have any direct financial interest in the
Seller, the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with the Seller, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
Any of
Group I Optional Termination or Group II Optional Termination.
Optional
Termination Date:
Any of
the Group I Optional Termination Date or Group II Optional Termination
Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
Any of
the Group I Overcollateralization Amount and Group II Overcollateralization
Amount.
Overcollateralization
Release Amount:
Any of
the Group I Overcollateralization Release Amount or Group II
Overcollateralization Release Amount.
Overcollateralization
Target Amount:
Any of
the Group I Overcollateralization Target Amount or Group II
Overcollateralization Target Amount.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A Certificates and Class M Certificates and any
Distribution Date, a per annum rate equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
related Net Rate Cap for such Distribution Date.
With
respect to the Class I-CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC III Group I Regular Interest (other
than REMIC III Regular Interests I-IO and I-P) equal to the product of (a)
the
excess, if any, of the Uncertificated REMIC III Pass-Through Rate for such
REMIC
III Group I Regular Interest over the Group I Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC III Group
I
Regular Interest, and the denominator of which is the aggregate Uncertificated
Principal Balance of such REMIC III Group I Regular Interests.
With
respect to the Class II-CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of the amount determined for each REMIC III Group II Regular Interest
(other than REMIC III Regular Interests II-IO, II-P, II-1-Sub, II-1-Grp,
II-2-Sub, II-2-Grp, II-3-Sub, II-3-Grp and II-XX) equal to the product of (a)
the excess, if any, of the Uncertificated REMIC III Pass-Through Rate for such
REMIC III Group II Regular Interest over the Group II Marker Rate and (b) a
notional amount equal to the Uncertificated Principal Balance of such REMIC
III
Group II Regular Interest, and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of such REMIC III Group II Regular
Interests.
With
respect to the Class I-CE Certificate, the Class I-CE Certificate shall not
have
a Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class I-CE Interest for such Distribution Date.
With
respect to the Class II-CE Certificate, the Class II-CE Certificate shall not
have a Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class II-CE Interest for such Distribution Date.
With
respect to the Class I-P Certificate and the Class I-P Interest, 0.00% per
annum.
With
respect to the Class II-P Certificate and the Class II-P Interest, 0.00% per
annum.
With
respect to the Class I-IO Interest, Class I-IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
III
Regular Interest I-IO for such Distribution Date.
With
respect to the Class II-IO Interest, Class II-IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
III
Regular Interest II-IO for such Distribution Date.
With
respect to REMIC VII Regular Interest IO, REMIC VII Regular Interest IO shall
not have a Pass-Through Rate, but Current Interest for such Regular Interest
and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class I-IO Interest for such Distribution
Date.
With
respect to REMIC X Regular Interest IO, REMIC X Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class II-IO Interest for such Distribution
Date.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of mortgage loans
directly or indirectly to an issuing entity in connection with an issuance
of
publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated
or
unrated securities, the payments on which are determined primarily by reference
to one or more portfolios of residential mortgage loans.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|
(ii) |
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
|
(iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
(iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee in its commercial banking capacity), provided that the commercial
paper and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two highest
long-term and the highest short-term ratings of each such Rating
Agency
for such securities, or such lower ratings as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any Rating Agency, as evidenced in
writing;
|
(v) |
guaranteed
reinvestment agreements issued by any bank, insurance company or
other
corporation containing, at the time of the issuance of such agreements,
such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
(vi) |
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (v)
above;
|
(vii) |
securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is Xxxxx’x, such rating
shall be the highest commercial paper rating of Xxxxx’x for any such
securities), or such lower rating as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
|
(viii) |
interests
in any money market fund (including any such fund managed or advised
by
the Trustee or any affiliate thereof) which at the date of acquisition
of
the interests in such fund and throughout the time such interests
are held
in such fund has the highest applicable short term rating by each
Rating
Agency or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
(ix) |
short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state
thereof (including any such fund managed or advised by the Trustee
or the
Master Servicer or any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective highest
applicable rating category or such lower rating as will not result
in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in writing;
and
|
(x) |
such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and as will
not
result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
|
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Trustee shall receive an Opinion of Counsel, at the expense of the
Trustee, to the effect that such investment will not adversely affect the status
of any such REMIC as a REMIC under the Code or result in imposition of a tax
on
any such REMIC. Permitted Investments that are subject to prepayment or call
may
not be purchased at a price in excess of par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) on electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X to fail to qualify as a REMIC at
any
time that any Certificates are Outstanding. The terms “United States,” “State”
and “International Organization” shall have the meanings set forth in section
7701 of the Code or successor provisions. A corporation will not be treated
as
an instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with
the exception of Xxxxxxx Mac, a majority of its board of directors is not
selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Piggyback
Loan:
A
second lien Mortgage Loan originated by the same originator to the same borrower
at the same time as the first lien Mortgage Loan, each secured by the same
Mortgaged Property.
Prepayment
Assumption:
The
applicable rate of prepayment as described in the Prospectus
Supplement.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Master Servicer to the Trustee in respect of waived
Prepayment Charges related to each Loan Group pursuant to Section
4.01(a).
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment during the related Prepayment Period or a
Principal Prepayment in full during the related Prepayment Period, or that
became a Liquidated Loan during the prior calendar month, (other than a
Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 3.19 or 10.01 hereof), the amount, if any,
by
which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan immediately prior to such prepayment
(or
liquidation) or in the case of a partial Principal Prepayment on the amount
of
such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
paid or collected in connection with such Principal Prepayment or such
liquidation proceeds less the sum of (a) the Trustee Fee, (b) the Servicing
Fee
and (c) the LPMI Fee, if any, in each case with respect to the related Mortgage
Loan.
Prepayment
Period:
As
to any
Distribution Date, and each Principal Prepayment in full, the period commencing
on the 16th day of the month prior to the month in which the related
Distribution Date occurs (or with respect to the first Distribution Date, the
period commencing on the Cut-off Date) and ending on the 15th day of the month
in which such Distribution Date occurs. With respect to any Distribution Date
and each partial Principal Prepayment, the calendar month prior to the month
of
such Distribution Date.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note Holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Accrual Period for such Class relating to a Distribution Date.
Principal
Distribution Amount:
With
respect to each Distribution Date and group of Certificates, an amount equal
to
(x) the Principal Funds for the related Loan Group for such Distribution Date
plus (y) any Extra Principal Distribution Amount for the group of Certificates
for such Distribution Date, less (z) any Overcollateralization Release Amount
for the related Loan Group.
Principal
Funds:
With
respect to each of Loan Group I, Subgroup II-1, Subgroup II-2 and Subgroup
II-3
and any Distribution Date,
(1) the
sum, without duplication, of (a) all scheduled principal collected on the
Mortgage Loans in the related Loan Group or Subgroup during the related Due
Period, (b) all
Advances relating to principal made with respect to the Mortgage Loans in the
related Loan Group or Subgroup on or before the Distribution Account Deposit
Date,
(c)
Principal Prepayments exclusive of Prepayment Charges or penalties collected
on
the Mortgage Loans in the related Loan Group or Subgroup during the related
Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan in
the
related Loan Group or Subgroup that was repurchased by EMC on its own behalf
as
Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03
and
by the Master Servicer pursuant to Section 3.19, (e) the aggregate of all
Substitution Adjustment Amounts for the related Determination Date in connection
with the substitution of Mortgage Loans of the related Loan Group or Subgroup
pursuant to Section 2.03(c), (f) all Liquidation Proceeds and Subsequent
Recoveries collected on the Mortgage Loans in the related Loan Group or Subgroup
during the prior calendar month (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to principal), in each case to the extent remitted
by the Master Servicer to the Distribution Account pursuant to this Agreement,
and (g) the principal portion of any proceeds received from the exercise of
a
Group I Optional Termination or Group II Optional Termination, as applicable,
as
applicable, minus (2)(i) all amounts required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement and (ii)
any
related Net Swap Payments or related Swap Termination Payments (not due to
a
related Swap Provider Trigger Event and other than to the extent already paid
by
the Swap Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the related
Supplemental Interest Trust Trustee) owed to the Swap Administrator for payment
to the related Swap Provider for such Distribution Date and any such payments
remaining unpaid for any prior Distribution Dates to the extent not paid from
related Interest Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 and 10.01 hereof) that is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment. Partial Principal Prepayments shall be applied by
the
Master Servicer, as appropriate, in accordance with the terms of the related
Mortgage Note.
Private
Certificates:
Any of
the Class I-M-10, Class II-M-10, Class P, Class CE and Residual
Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated February 27, 2007 relating to the public offering
of
the Offered Certificates.
Protected
Account:
The
separate Eligible Account established and maintained by the Master Servicer
with
respect to the Mortgage Loans and REO Property in accordance with Section 4.01
hereof.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased pursuant to the applicable
provisions of this Agreement, an amount equal to the sum of (i) 100% of the
Stated Principal Balance remaining unpaid on such Mortgage Loan as of the date
of purchase (including if a foreclosure has already occurred, the principal
balance of the related Mortgage Loan at the time the Mortgaged Property was
acquired), net of any Servicing Advances and Advances attributable to principal
and payable to the purchaser of the Mortgage Loan if such purchaser is also
the
Master Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon
at the applicable Mortgage Rate through and including the last day of the month
of such purchase, net of any portion of the Servicing Fee and any Servicing
Advances and Advances attributable to interest that is payable to the purchaser
of the Mortgage Loan if such purchaser is also the Master Servicer of such
Mortgage Loan, and (iii) any costs and damages (if any) incurred by the Trust
in
connection with any violation of such Mortgage Loan of any anti-predatory
lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, minus (iii) the proceeds, if
any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer pursuant to this Agreement which have not
been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a)(1) the amount by which the interest portion
of
a monthly payment or the principal balance of such Mortgage Loan was reduced
or
(2) the sum of any other amounts owing under the Mortgage Loan that were
forgiven and that constitute Servicing Advances that are reimbursable to the
Master Servicer, and (b) any such amount with respect to a monthly payment
that
was or would have been due in the month immediately following the month in
which
a Principal Prepayment or the Purchase Price of such Mortgage Loan is received
or is deemed to have been received and not paid due to a Servicing Modification.
In addition, to the extent the Master Servicer receives Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such recoveries are
distributed to any Class of Certificates or applied to increase Excess Spread
with respect to such Loan Group on any Distribution Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the Certificates (other than the Class
CE,
Class P and Residual Certificates), so long as such Classes of Certificates
are
Book-Entry Certificates, the Business Day preceding such Distribution Date,
and
otherwise, the close of business on the last Business Day of the month preceding
the month in which such Distribution Date occurs. With respect to the Class
CE,
Class P and Residual Certificates, the close of business on the last Business
Day of the month preceding the month in which such Distribution Date
occurs.
Reference
Banks:
Shall
mean leading banks selected by the Trustee and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) which have been designated as
such
by the Trustee and (iii) which are not controlling, controlled by, or under
common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New
York
City, selected by the Trustee, as of 11:00 a.m., New York City time, on such
date for loans in United States dollars to leading European banks for a period
of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period.
Regular
Certificate:
Any of
the Group I Regular Certificates and Group II Regular Certificates.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state or local
law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date and any Loan Group, the Excess Spread relating
to such Loan Group less any Extra Principal Distribution Amount relating to
such
Loan Group, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of REMIC I Regular Interest I-1-A through
REMIC I Regular Interest I-60-B and REMIC I Regular Interest P, each as
designated in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
II Group I Regular Interests:
REMIC
II Regular Interest I-1-A through REMIC II Regular Interest I-60-B as designated
in the Preliminary Statement hereto.
REMIC
II Group II Regular Interests:
REMIC
II Regular Interest II-1-A through REMIC II Regular Interest II-60-B as
designated in the Preliminary Statement hereto.
REMIC
II Group III Regular Interests:
REMIC
II Regular Interest III-1-A through REMIC II Regular Interest III-60-B as
designated in the Preliminary Statement hereto.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC II Regular Interests are set forth in the Preliminary Statement hereto.
The REMIC II Regular Interests consist of the REMIC II Group I Regular
Interests, the REMIC II Group II Regular Interests, the REMIC II Group III
Regular Interests and REMIC II Regular Interest P, each as designated in the
Preliminary Statement hereto.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Group I Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) the aggregate Stated Principal Balance of the Group I Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC III Pass-Through Rate for REMIC III Regular Interest I-AA
minus the Group I Marker Rate, divided by (b) 12.
REMIC
III Group I Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC III Group I Regular Interests (other than REMIC
III Regular Interests I-IO and I-P) minus (ii) the aggregate Uncertificated
Principal Balance of each REMIC III Group I Regular Interest for which a Class
I-A Certificate or Class I-M Certificate is a Corresponding Certificate, in
each
case, as of such date of determination.
REMIC
III Group I Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Group I Mortgage Loans and the related
REO Properties then outstanding and (ii) 1 minus a fraction, the numerator
of
which is two (2) times the aggregate Uncertificated Principal Balance of each
REMIC III Group I Regular Interest for which a Class I-A Certificate or Class
I-M Certificate is a Corresponding Certificate and the denominator of which
is
the aggregate Uncertificated Principal Balance of each REMIC III Group I Regular
Interest for which a Class I-A Certificate or Class I-M Certificate is a
Corresponding Certificate and REMIC III Regular Interest I-ZZ.
REMIC
III Group I Regular Interest:
Any of
the REMIC III Regular Interests I-AA, I-ZZ, X-X-0, X-X-0, X-X-0, X-X-0, I-M-1,
I-M-2, I-M-3, I-M-4, I-M-5, I-M-6, I-M-7, I-M-8, I-M-9, I-M-10, I-IO and
I-P.
REMIC
III Group I Required Overcollateralization Amount:
1.00%
of the Group I Overcollateralization Target Amount.
REMIC
III Group II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Group II
Mortgage Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC III Pass-Through Rate for REMIC III Regular Interest II-AA
minus the Group II Marker Rate, divided by (b) 12.
REMIC
III Group II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Group II Mortgage Loans, which
shall be allocated to REMIC III Regular Interest II-AA, REMIC III Regular
Interest II-ZZ, and each REMIC III Group II Regular Interest for which a Class
II-A Certificate or Class II-M Certificate is a Corresponding
Certificate.
REMIC
III Group II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC III Group II Regular Interests (other than REMIC
III Regular Interests II-IO and II-P) minus (ii) the aggregate Uncertificated
Principal Balance of each REMIC III Group II Regular Interest for which a Class
II-A Certificate or Class II-M Certificate is a Corresponding Certificate,
in
each case, as of such date of determination.
REMIC
III Group II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Group II Mortgage Loans and the
related REO Properties then outstanding and (ii) 1 minus a fraction, the
numerator of which is two (2) times the aggregate Uncertificated Principal
Balance of each REMIC III Group II Regular Interest for which a Class II-A
Certificate or Class II-M Certificate is a Corresponding Certificate and the
denominator of which is the aggregate Uncertificated Principal Balance of each
REMIC III Group II Regular Interest for which a Class II-A Certificate or Class
II-M Certificate is a Corresponding Certificate and REMIC III Regular Interest
II-ZZ.
REMIC
III Group II Regular Interest:
Any of
the REMIC III Regular Interests II-AA, II-ZZ, XX-0X-0, XX-0X-0, XX-0X-0,
XX-0X-0, XX-0X, XX-0X, II-M-1, II-M-2, II-M-3, II-M-4, II-M-5, II-M-6, II-M-7,
II-M-8, II-M-9, II-M-10, II-IO, II-P, II-1-Sub, II-1-Grp, II-2-Sub, II-2-Grp,
II-3-Sub, II-3-Grp and II-XX.
REMIC
III Group II Required Overcollateralization Amount:
0.50%
of the Group II Overcollateralization Target Amount.
REMIC
III Group II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Group II Mortgage Loans, which
shall be allocated to REMIC III Regular Interest II-1-Sub, REMIC III Regular
Interest II-1-Grp, REMIC III Regular Interest II-2-Sub, REMIC III Regular
Interest II-2-Grp, REMIC III Regular Interest II-3-Sub, REMIC III Regular
Interest II-3-Grp and REMIC III Regular Interest II-XX.
REMIC
III Group II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC III Group II
Regular Interest ending with the designation “Sub”, equal to the ratio among,
with respect to each such REMIC III Group II Regular Interest, the excess of
(x)
the aggregate Stated Principal Balance of the Group II Mortgage Loans in
Subgroup II-1, the Group II Mortgage Loans in Subgroup II-2 or the Group II
Mortgage Loans in Subgroup II-3, as applicable, over (y) the current aggregate
Certificate Principal Balance of the related Class II-A
Certificates.
REMIC
III Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC III issued
hereunder and designated as a Regular Interest in REMIC III. Each REMIC III
Regular Interest shall accrue interest at the related Uncertificated REMIC
III
Pass-Through Rate in effect from time to time, and (except for the REMIC III
Regular Interests I-IO and II-IO) shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto. The designations for the respective REMIC III
Regular Interests are set forth in the Preliminary Statement hereto. The REMIC
III Regular Interests consist of the REMIC III Group I Regular Interests and
REMIC III Group II Regular Interests.
REMIC
IV:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
IV Regular Interest:
The
Class I-CE Interest, Class II-CE Interest, Class I-P Interest, Class II-P
Interest, Class I-IO Interest, Class II-IO Interest or any Regular Interest
in
REMIC IV the ownership of which is represented by any of the Class A
Certificates or Class M Certificates.
REMIC
V:
The
segregated pool of assets consisting of the Class I-CE Interest conveyed in
trust to the Trustee, for the benefit of the Holders of the Class I-CE
Certificates and the Class I-RX Certificate (in respect of the Class I-R-5
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
V Certificate:
Any
Class I-CE Certificate or Class I-RX Certificate (in respect of the Class I-R-5
Interest).
REMIC
VI:
The
segregated pool of assets consisting of the Class I-P Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class I-P Certificates
and
the Class I-RX Certificate (in respect of the Class I-R-6 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
VI Certificate:
Any
Class I-P Certificate or Class I-RX Certificate (in respect of the Class I-R-6
Interest).
REMIC
VII:
The
segregated pool of assets consisting of the Class I-IO Interest conveyed in
trust to the Trustee, for the benefit of the holders of REMIC VII Regular
Interest IO and the Class I-RX Certificate (in respect of the Class I-R-7
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
VII Interests:
The
REMIC VII Regular Interest IO or Class I-RX Certificate (in respect of the
Class
I-R-7 Interest).
REMIC
VIII:
The
segregated pool of assets consisting of the Class II-CE Interest conveyed in
trust to the Trustee, for the benefit of the Holders of the Class II-CE
Certificates and the Class II-RX Certificate (in respect of the Class II-R-8
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
VIII Certificate:
Any
Class II-CE Certificate or Class II-RX Certificate (in respect of the Class
II-R-8 Interest).
REMIC
IX:
The
segregated pool of assets consisting of the Class II-P Interest conveyed in
trust to the Trustee, for the benefit of the Holders of the Class II-P
Certificates and the Class II-RX Certificate (in respect of the Class II-R-9
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
IX Certificate:
Any
Class II-P Certificate or Class II-RX Certificate (in respect of the Class
II-R-9 Interest).
REMIC
X:
The
segregated pool of assets consisting of the Class II-IO Interest conveyed in
trust to the Trustee, for the benefit of the holders of REMIC X Regular Interest
IO and the Class II-RX Certificate (in respect of the Class II-R-10 Interest),
with respect to which a separate REMIC election is to be made.
REMIC
X Interests:
The
REMIC X Regular Interest IO or Class II-RX Certificate (in respect of the Class
II-R-10 Interest).
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII,
REMIC VIII, REMIC IX or REMIC X to fail to qualify as a REMIC at any time that
any Certificates are outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular
Interests.
Remittance
Report:
Shall
mean a report to the Trustee in an electronic format (or by such other means
as
the Master Servicer and the Trustee may agree from time to time) containing
such
data and information, as agreed to by the Master Servicer and the Trustee such
as to permit the Trustee to prepare the Monthly Statement to
Certificateholders.
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Master Servicer through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan
is a
fixed rate Mortgage Loan, have a fixed Mortgage Rate not less than or more
than
1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii)
have the same or higher credit quality characteristics than that of the Deleted
Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than
(and not more than one year less than) that of the Deleted Mortgage Loan; (vi)
not permit conversion of the Mortgage Rate from a fixed rate to a variable
rate;
(vii) have the same lien priority as the Deleted Mortgage Loan; (viii)
constitute the same occupancy type as the Deleted Mortgage Loan or be owner
occupied; (ix) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage
Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate
on
the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum
Mortgage Rate of the Deleted Mortgage Loan, (xi) if the Replacement Mortgage
Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or
greater than the Gross Margin of the Deleted Mortgage Loan, (xii) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (xiii) comply with each representation and warranty
set forth in Section 7 of the Mortgage Loan Purchase Agreement and (xiv) the
Custodian has delivered a Final Certification noting no defects or
exceptions.
Reportable
Event:
As
defined in Section 3.16(a)(iii).
Request
for Release:
The
Request for Release to be submitted by the Seller or the Master Servicer to
the
Custodian substantially in the form of Exhibit G. Each Request for Release
furnished to the Custodian by the Seller or the Master Servicer shall be in
duplicate and shall be executed by an officer of such Person or a Servicing
Officer (or, if furnished electronically to the Custodian, shall be deemed
to
have been sent and executed by an officer of such Person or a Servicing Officer)
of the Master Servicer.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve
Fund:
Any of
the Group I Reserve Fund and Group II Reserve Fund.
Reserve
Fund Deposit:
Any of
the Group I Reserve Fund Deposit and Group II Reserve Fund Deposit.
Residual
Certificates:
Any of
the Group I Residual Certificates and Group II Residual
Certificates.
Residual
Interest:
The
sole class of “residual interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred because
of such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
As
defined in Section 3.16(a)(iii).
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended.
Seller:
EMC, in
in its capacity as seller of the Mortgage Loans to the Depositor.
Senior
Certificates:
Any of
the Class I-A Certificates and Class II-A Certificates.
Servic(es)(ing):
In
accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited
to,
the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
and including any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered in the MERS® System, (iii) the
management and liquidation of any REO Property (including, without limitation,
realtor’s commissions) and (iv) compliance with any obligations under Section
3.07 hereof to cause insurance to be maintained.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the month preceding the month in which such
Distribution Date occurs or, in the event of any payment of interest that
accompanies a Principal Prepayment in full during the related Due Period made
by
the Mortgagor immediately prior to such prepayment, interest at the Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period
covered by such payment of interest.
Servicing
Fee Rate:
0.500%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Master Servicer, as to which default is reasonably foreseeable, any
modification which is effected by the Master Servicer in accordance with the
terms of this Agreement which results in any change in the outstanding Stated
Principal Balance, any change in the Mortgage Rate or any extension of the
term
of such Mortgage Loan.
Servicing
Officer:
Any
officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee by
the
Master Servicer on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Significance
Estimate:
Any of
the Group I Significance Estimate and the Group II Significance
Estimate.
Significance
Percentage:
Any of
the Group I Significance Percentage and the Group II Significance
Percentage.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
(iii) all Liquidation Proceeds to the extent applied by the Master Servicer
as
recoveries of principal in accordance with Section 3.09 with respect to such
Mortgage Loan, that were received by the Master Servicer as of the close of
business on the last day of the calendar month immediately preceeding such
Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred
during the prior calendar month. The Stated Principal Balance of a Liquidated
Loan equals zero.
Subgroup:
Any of
Subgroup II-1, Subgroup II-2 or Subgroup II-3.
Subgroup
I:
The
group of Group II Mortgage Loans included as such on the Mortgage Loan
Schedule.
Subgroup
II:
The
group of Group II Mortgage Loans included as such on the Mortgage Loan
Schedule.
Subgroup
III:
The
group of Group II Mortgage Loans included as such on the Mortgage Loan
Schedule.
Subgroup
II-1 Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Subgroup
II-1 Principal Distribution Amount:
With
respect to the Class II-1A Certificates and any Distribution Date is the product
of the Principal Distribution Amount related to Loan Group II, and a fraction,
the numerator of which is the Principal Funds for Subgroup II-1 for such
Distribution Date and the denominator of which is the Principal Funds for
Subgroup
II-1, Subgroup II-2 and Subgroup II-3 for such Distribution Date.
Subgroup
II-2 Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Subgroup
II-2 Principal Distribution Amount:
With
respect to the Class II-2A Certificates and any Distribution Date is the product
of the Principal Distribution Amount related to Loan Group II, and a fraction,
the numerator of which is the Principal Funds for Subgroup II-2 for such
Distribution Date and the denominator of which is the Principal Funds for
Subgroup II-1, Subgroup II-2 and Subgroup II-3 for such Distribution
Date.
Subgroup
II-3 Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Subgroup
II-3 Principal Distribution Amount:
With
respect to the Class II-3A Certificates and any Distribution Date is the product
of the Principal Distribution Amount related to Loan Group II, and a fraction,
the numerator of which is the Principal Funds for Subgroup II-3 for such
Distribution Date and the denominator of which is the Principal Funds for
Subgroup II-1, Subgroup II-2 and Subgroup II-3 for such Distribution
Date.
Subordinated
Certificates:
The
Class M Certificates, Class CE Certificates and Residual
Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus
amounts held by the Master Servicer to cover estimated expenses (including,
but
not limited to, recoveries in respect of the representations and warranties
made
by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Mortgage Loan that was the subject of a liquidation or final
disposition of any REO Property prior to the related calendar month that
resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer and a subservicer with
respect to the subservicing of any Mortgage Loan hereunder by such
subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(c).
Sub-Trust:
Each of
the Group I Sub-Trust, Group II Sub-Trust and Group III Sub-Trust.
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
Any of
the Group I Supplemental Interest Trust and Group II Supplemental Interest
Trust.
Supplemental
Interest Trust Trustee:
Any of
the Group I Supplemental Interest Trust Trustee or Group II Supplemental
Interest Trust Trustee.
Swap
Account:
Any of
the Group I Swap Account and Group II Swap Account.
Swap
Administrator:
LaSalle
Bank National Association acting as Swap administrator under the Swap
Administration Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated February 28, 2007, pursuant to which the
Swap Administrator will make payments to the related Swap Provider and the
related Certificateholders, and certain other payments, as such agreement may
be
amended or supplemented from time to time.
Swap
Agreement:
Any of
the Group I Swap Agreement and Group II Swap Agreement.
Swap
Collateral Account:
Any of
the Group I Swap Collateral Account or the Group II Swap Collateral
Account.
Swap
Credit Support Annex:
Any of
the Group I Swap Credit Support Annex or the Group II Swap Credit Support
Annex.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the related Swap Agreement) for the related Calculation Period (as
defined in the related Swap Agreement).
Swap
Provider:
Any of
the Group I Swap Provider and Group II Swap Provider.
Swap
Provider Trigger Event:
Any of
the Group I Swap Provider Trigger Event and Group II Swap Provider Trigger
Event.
Swap
Termination Payment:
Any of
the Group I Swap Termination Payment and Group II Swap Termination
Payment.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transferee
Affidavit:
As
defined in Section 6.02.
Transferor
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
Any of
a Group I Trigger Event or Group II Trigger Event.
Trust
Fund or Trust:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Distribution Account, the Class I-P Certificate Account,
the
Class II-P Certificate Account, the Reserve Funds and the Protected Account
and
all amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired
by
foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee’s
rights under the Insurance Policies with respect to the Mortgage Loans; (v)
the
rights under the Swap Administration Agreement relating to the Certificates;
(vi) the rights under the Mortgage Loan Purchase Agreement; and (vii) all
proceeds of the foregoing, including proceeds of conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid
property.
Trustee:
LaSalle
Bank National Association, for the benefit of the Certificateholders under
this
Agreement, a national banking association and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Trustee
Fee:
As to
each Mortgage Loan and any Distribution Date, a per annum fee equal to 0.0035%
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
Due
Date in the month preceding the month in which such Distribution Date
occurs.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
in
Section 1.02).
Uncertificated
Notional Amount:
With
respect to the Class I-CE Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC III Group I Regular
Interests (other than REMIC III Regular Interest I-P) for such Distribution
Date.
With
respect to the Class II-CE Interest and any Distribution Date, an amount equal
to the aggregate Uncertificated Principal Balance of the REMIC III Group II
Regular Interests (other than REMIC III Regular Interest II-P) for such
Distribution Date.
With
respect to REMIC III Regular Interest I-IO and each Distribution Date listed
below, the aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests ending with the designation “A” listed below:
Distribution
Date
|
REMIC
I Regular Interests
|
1
|
I-1-A
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through I-60-A
|
10
|
I-10-A
through I-60-A
|
11
|
I-11-A
through I-60-A
|
12
|
I-12-A
through I-60-A
|
13
|
I-13-A
through I-60-A
|
14
|
I-14-A
through I-60-A
|
15
|
I-15-A
through I-60-A
|
16
|
I-16-A
through I-60-A
|
17
|
I-17-A
through I-60-A
|
18
|
I-18-A
through I-60-A
|
19
|
I-19-A
through I-60-A
|
20
|
I-20-A
through I-60-A
|
21
|
I-21-A
through I-60-A
|
22
|
I-22-A
through I-60-A
|
23
|
I-23-A
through I-60-A
|
24
|
I-24-A
through I-60-A
|
25
|
I-25-A
through I-60-A
|
26
|
I-26-A
through I-60-A
|
27
|
I-27-A
through I-60-A
|
28
|
I-28-A
through I-60-A
|
29
|
I-29-A
through I-60-A
|
30
|
I-30-A
through I-60-A
|
31
|
I-31-A
through I-60-A
|
32
|
I-32-A
through I-60-A
|
33
|
I-33-A
through I-60-A
|
34
|
I-34-A
through I-60-A
|
35
|
I-35-A
through I-60-A
|
36
|
I-36-A
through I-60-A
|
37
|
I-37-A
through I-60-A
|
38
|
I-38-A
through I-60-A
|
39
|
I-39-A
through I-60-A
|
40
|
I-40-A
through I-60-A
|
41
|
I-41-A
through I-60-A
|
42
|
I-42-A
through I-60-A
|
43
|
I-43-A
through I-60-A
|
44
|
I-44-A
through I-60-A
|
45
|
I-45-A
through I-60-A
|
46
|
I-46-A
through I-60-A
|
47
|
I-47-A
through I-60-A
|
48
|
I-48-A
through I-60-A
|
49
|
I-49-A
through I-60-A
|
50
|
I-50-A
through I-60-A
|
51
|
I-51-A
through I-60-A
|
52
|
I-52-A
through I-60-A
|
53
|
I-53-A
through I-60-A
|
54
|
I-54-A
through I-60-A
|
55
|
I-55-A
through I-60-A
|
56
|
I-56-A
through I-60-A
|
57
|
I-57-A
through I-60-A
|
58
|
I-58-A
through I-60-A
|
59
|
I-59-A
through I-60-A
|
60
|
I-60-A
|
thereafter
|
$0.00
|
With
respect to REMIC III Regular Interest II-IO and each Distribution Date listed
below, the aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests ending with the designation “A” listed below:
Distribution
Date
|
REMIC
II Regular Interests
|
1
|
I-1-A
through I-60-A and II-1-A through II-60-A and III-1-A through
III-60-A
|
2
|
I-2-A
through I-60-A and II-2-A through II-60-A and III-2-A through
III-60-A
|
3
|
I-3-A
through I-60-A and II-3-A through II-60-A and III-3-A through
III-60-A
|
4
|
I-4-A
through I-60-A and II-4-A through II-60-A and III-4-A through
III-60-A
|
5
|
I-5-A
through I-60-A and II-5-A through II-60-A and III-5-A through
III-60-A
|
6
|
I-6-A
through I-60-A and II-6-A through II-60-A and III-6-A through
III-60-A
|
7
|
I-7-A
through I-60-A and II-7-A through II-60-A and III-7-A through
III-60-A
|
8
|
I-8-A
through I-60-A and II-8-A through II-60-A and III-8-A through
III-60-A
|
9
|
I-9-A
through I-60-A and II-9-A through II-60-A and III-9-A through
III-60-A
|
10
|
I-10-A
through I-60-A and II-10-A through II-60-A and III-10-A through
III-60-A
|
11
|
I-11-A
through I-60-A and II-11-A through II-60-A and III-11-A through
III-60-A
|
12
|
I-12-A
through I-60-A and II-12-A through II-60-A and III-12-A through
III-60-A
|
13
|
I-13-A
through I-60-A and II-13-A through II-60-A and III-13-A through
III-60-A
|
14
|
I-14-A
through I-60-A and II-14-A through II-60-A and III-14-A through
III-60-A
|
15
|
I-15-A
through I-60-A and II-15-A through II-60-A and III-15-A through
III-60-A
|
16
|
I-16-A
through I-60-A and II-16-A through II-60-A and III-16-A through
III-60-A
|
17
|
I-17-A
through I-60-A and II-17-A through II-60-A and III-17-A through
III-60-A
|
18
|
I-18-A
through I-60-A and II-18-A through II-60-A and III-18-A through
III-60-A
|
19
|
I-19-A
through I-60-A and II-19-A through II-60-A and III-19-A through
III-60-A
|
20
|
I-20-A
through I-60-A and II-20-A through II-60-A and III-20-A through
III-60-A
|
21
|
I-21-A
through I-60-A and II-21-A through II-60-A and III-21-A through
III-60-A
|
22
|
I-22-A
through I-60-A and II-22-A through II-60-A and III-22-A through
III-60-A
|
23
|
I-23-A
through I-60-A and II-23-A through II-60-A and III-23-A through
III-60-A
|
24
|
I-24-A
through I-60-A and II-24-A through II-60-A and III-24-A through
III-60-A
|
25
|
I-25-A
through I-60-A and II-25-A through II-60-A and III-25-A through
III-60-A
|
26
|
I-26-A
through I-60-A and II-26-A through II-60-A and III-26-A through
III-60-A
|
27
|
I-27-A
through I-60-A and II-27-A through II-60-A and III-27-A through
III-60-A
|
28
|
I-28-A
through I-60-A and II-28-A through II-60-A and III-28-A through
III-60-A
|
29
|
I-29-A
through I-60-A and II-29-A through II-60-A and III-29-A through
III-60-A
|
30
|
I-30-A
through I-60-A and II-30-A through II-60-A and III-30-A through
III-60-A
|
31
|
I-31-A
through I-60-A and II-31-A through II-60-A and III-31-A through
III-60-A
|
32
|
I-32-A
through I-60-A and II-32-A through II-60-A and III-32-A through
III-60-A
|
33
|
I-33-A
through I-60-A and II-33-A through II-60-A and III-33-A through
III-60-A
|
34
|
I-34-A
through I-60-A and II-34-A through II-60-A and III-34-A through
III-60-A
|
35
|
I-35-A
through I-60-A and II-35-A through II-60-A and III-35-A through
III-60-A
|
36
|
I-36-A
through I-60-A and II-36-A through II-60-A and III-36-A through
III-60-A
|
37
|
I-37-A
through I-60-A and II-37-A through II-60-A and III-37-A through
III-60-A
|
38
|
I-38-A
through I-60-A and II-38-A through II-60-A and III-38-A through
III-60-A
|
39
|
I-39-A
through I-60-A and II-39-A through II-60-A and III-39-A through
III-60-A
|
40
|
I-40-A
through I-60-A and II-40-A through II-60-A and III-40-A through
III-60-A
|
41
|
I-41-A
through I-60-A and II-41-A through II-60-A and III-41-A through
III-60-A
|
42
|
I-42-A
through I-60-A and II-42-A through II-60-A and III-42-A through
III-60-A
|
43
|
I-43-A
through I-60-A and II-43-A through II-60-A and III-43-A through
III-60-A
|
44
|
I-44-A
through I-60-A and II-44-A through II-60-A and III-44-A through
III-60-A
|
45
|
I-45-A
through I-60-A and II-45-A through II-60-A and III-45-A through
III-60-A
|
46
|
I-46-A
through I-60-A and II-46-A through II-60-A and III-46-A through
III-60-A
|
47
|
I-47-A
through I-60-A and II-47-A through II-60-A and III-47-A through
III-60-A
|
48
|
I-48-A
through I-60-A and II-48-A through II-60-A and III-48-A through
III-60-A
|
49
|
I-49-A
through I-60-A and II-49-A through II-60-A and III-49-A through
III-60-A
|
50
|
I-50-A
through I-60-A and II-50-A through II-60-A and III-50-A through
III-60-A
|
51
|
I-51-A
through I-60-A and II-51-A through II-60-A and III-51-A through
III-60-A
|
52
|
I-52-A
through I-60-A and II-52-A through II-60-A and III-52-A through
III-60-A
|
53
|
I-53-A
through I-60-A and II-53-A through II-60-A and III-53-A through
III-60-A
|
54
|
I-54-A
through I-60-A and II-54-A through II-60-A and III-54-A through
III-60-A
|
55
|
I-55-A
through I-60-A and II-55-A through II-60-A and III-55-A through
III-60-A
|
56
|
I-56-A
through I-60-A and II-56-A through II-60-A and III-56-A through
III-60-A
|
57
|
I-57-A
through I-60-A and II-57-A through II-60-A and III-57-A through
III-60-A
|
58
|
I-58-A
through I-60-A and II-58-A through II-60-A and III-58-A through
III-60-A
|
59
|
I-59-A
through I-60-A and II-59-A through II-60-A and III-59-A through
III-60-A
|
60
|
I-60-A
and II-60-A and III-60-A
|
thereafter
|
$0.00
|
With
respect to the Class I-IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC III Regular Interest I-IO.
With
respect to REMIC VII Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class I-IO Interest.
With
respect to the Class II-IO Interest and any Distribution Date, an amount equal
to the Uncertificated Notional Amount of the REMIC III Regular Interest II-IO.
With respect to REMIC X Regular Interest IO, an amount equal to the
Uncertificated Notional Amount of the Class II-IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate, Uncertificated REMIC II Pass-Through
Rate or Uncertificated REMIC III Pass-Through Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests, Class P Interests and Class CE Interests
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest, Class P
Interest and Class CE Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance,
and on any date of determination thereafter, the Uncertificated Principal
Balance of the Class I-CE Interest shall be an amount equal to the excess,
if
any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC
III
Group I Regular Interests, over (B) the then aggregate Certificate Principal
Balance of the Class I-A Certificates and the Class I-M Certificates and the
Uncertificated Principal Balance of the Class I-P Interest then outstanding,
and
the Uncertificated Principal Balance of the Class II-CE Interest shall be an
amount equal to the excess, if any, of (A) the then aggregate Uncertificated
Principal Balance of the REMIC III Group II Regular Interests, over (B) the
then
aggregate Certificate Principal Balance of the Class II-A Certificates and
the
Class II-M Certificates and the Uncertificated Principal Balance of the Class
II-P Interest then outstanding. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests, Class CE Interests and Class
P
Interests shall be reduced by all distributions of principal made on such REMIC
Regular Interests, Class CE Interests and Class P Interests on such Distribution
Date pursuant to Section 5.07 and, if and to the extent necessary and
appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 5.05, and the Uncertificated Principal Balances
of
REMIC III Regular Interest I-ZZ and REMIC III Regular Interest II-ZZ shall
be
increased by interest deferrals as provided in Sections 5.07(c)(1)(ii) and
5.07(c)(3)(ii), respectively. The Uncertificated Principal Balance of each
REMIC
Regular Interest, Class P Interest and Class CE Interest shall never be less
than zero.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Regular Interest ending with the designation “A” and any
Distribution Date, a per annum rate equal to the weighted average Net Mortgage
Rate of the Group I Mortgage Loans multiplied by 2, subject to a maximum rate
of
10.4140%. With respect to each REMIC I Regular Interest ending with the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of the Group I Mortgage Loans over (2) 10.4140% and (y) 0.00%
per
annum.
With
respect to REMIC I Regular Interest P, 0.00%.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to each REMIC II Group I Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Subgroup II-1 multiplied by 2, subject to a maximum rate
of
10.4140%. With respect to each REMIC II Group I Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Subgroup II-1 over (2) 10.4140% and (y) 0.00% per annum.
With
respect to each REMIC II Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Subgroup II-2 multiplied by 2, subject to a maximum rate
of
10.4140%. With respect to each REMIC II Group II Regular Interest ending with
the designation “B” and any Distribution Date, the greater of (x) a per annum
rate equal to the excess, if any, of (1) 2 multiplied by the weighted average
Net Mortgage Rate of Subgroup II-2 over (2) 10.4140% and (y) 0.00% per annum.
With
respect to each REMIC II Group III Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Subgroup II-3 multiplied by 2, subject to a maximum rate
of
10.4140%. With respect to each REMIC II Group II Regular Interest ending with
the designation “B” and any Distribution Date, the greater of (x) a per annum
rate equal to the excess, if any, of (1) 2 multiplied by the weighted average
Net Mortgage Rate of Subgroup II-3 over (2) 10.4140% and (y) 0.00% per annum.
With
respect to REMIC II Regular Interest P, 0.00%.
Uncertificated
REMIC III Pass-Through Rate:
With
respect to REMIC III Regular Interest I-AA, each REMIC III Group I Regular
Interest for which a Class I-A Certificate or Class I-M Certificate is the
Corresponding Certificate and REMIC III Regular Interest I-ZZ, and any
Distribution Date, a per annum rate equal to the weighted average of (x) the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “B” for such Distribution Date and (y) the rates
listed below for the REMIC I Regular Interests ending with the designation
“A”
for such Distribution Date, in each case, weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest for
such
Distribution Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC III Regular Interest I-IO and any Distribution Date, a per
annum rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A”, over (y) the weighted average of 2 multiplied
by Swap LIBOR on the REMIC I Regular Interests ending with the designation
“A”,
subject to a maximum rate of the Uncertificated REMIC I Pass-Through Rate for
each such REMIC I Regular Interest for such Distribution Date, in each case,
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC I Regular Interest for such Distribution Date.
With
respect to REMIC III Regular Interest I-P,
0.00%.
With
respect to REMIC III Regular Interest II-AA, each REMIC III Group II Regular
Interest for which a Class II-A Certificate or Class II-M Certificate is the
Corresponding Certificate, REMIC III Regular Interest II-ZZ, REMIC III Regular
Interest II-1-Sub, REMIC III Regular Interest II-2-Sub, REMIC III Regular
Interest II-3-Sub and REMIC III Regular Interest II-XX, and any Distribution
Date, a per annum rate equal to the weighted average of (x) the Uncertificated
REMIC II Pass-Through Rates for the REMIC II Regular Interests ending with
the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC II Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC II Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
II Regular Interest
|
Rate
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
REMIC
II Pass-Through Rate
|
|
III-2-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
REMIC
II Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-3-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
and II-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
and III-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-4-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-5-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-6-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-6-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-7-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-8-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-9-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-10-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-11-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-12-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-13-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-14-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-15-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-16-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-17-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-18-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-19-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-20-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-21-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-22-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-23-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-24-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-25-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-26-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-27-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-28-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-29-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-30-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-31-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-32-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-33-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-34-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-35-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-36-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-37-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-38-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-39-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-40-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-41-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-42-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-43-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-44-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-45-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-46-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-47-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-48-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-49-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-50-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-51-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-52-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-53-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-54-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-55-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-56-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-57-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-58-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-59-A
and III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
I-1-A
through I-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
III-1-A
through III-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
With
respect to REMIC III Regular Interest II-1-Grp and any Distribution Date, a
per
annum rate equal to the weighted average of (x) the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Group I Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC II Group I Regular Interests ending with the designation “A” for such
Distribution Date listed below, in each case, weighted on the basis of the
Uncertificated Principal Balances of each such REMIC II Group I Regular Interest
for such Distribution Date:
Distribution
Date
|
REMIC
II Regular Interest
|
Rate
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
6
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
I-1-A
through I-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
With
respect to REMIC III Regular Interest II-2-Grp and any Distribution Date, a
per
annum rate equal to the weighted average of (x) the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Group II Regular Interests ending with
the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC II Group II Regular Interests ending with the designation “A” for such
Distribution Date listed below, in each case, weighted on the basis of the
Uncertificated Principal Balances of each such REMIC II Group II Regular
Interest for such Distribution Date:
Distribution
Date
|
REMIC
II Regular Interest
|
Rate
|
1
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
2
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
3
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
4
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
5
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
6
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
7
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
8
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
9
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
10
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
11
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
12
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
13
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
14
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
15
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
16
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
17
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
18
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
19
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
20
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
21
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
22
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
23
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
24
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
25
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
26
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
27
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
28
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
29
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
30
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
31
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
32
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
33
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
34
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
35
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
36
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
37
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
38
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
39
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
40
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
41
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
42
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
43
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
44
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
45
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
46
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
47
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
48
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
49
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
50
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
51
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
52
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
53
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
54
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
55
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
56
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
57
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
58
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
59
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
60
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
II-1-A
through II-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
thereafter
|
II-1-A
through II-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
With
respect to REMIC III Regular Interest II-3-Grp and any Distribution Date, a
per
annum rate equal to the weighted average of (x) the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Group III Regular Interests ending with
the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC II Group III Regular Interests ending with the designation “A” for
such Distribution Date listed below, in each case, weighted on the basis of
the
Uncertificated Principal Balances of each such REMIC II Group III Regular
Interest for such Distribution Date:
Distribution
Date
|
REMIC
II Regular Interest
|
Rate
|
1
|
III-1-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
2
|
III
-2-A through III -60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
3
|
III-3-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
4
|
III-4-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
5
|
III-5-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
6
|
III-1-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
7
|
III-7-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
8
|
III-8-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
9
|
III-9-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
10
|
III-10-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
11
|
III-11-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
12
|
III-12-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
13
|
III-13-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
14
|
III-14-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
15
|
III-15-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
16
|
III-16-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
17
|
III-17-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
18
|
III-18-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
19
|
III-19-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
20
|
III-20-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
21
|
III-21-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
22
|
III-22-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
23
|
III-23-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
24
|
III-24-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
25
|
III-25-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
26
|
III-26-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
27
|
III-27-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
28
|
III-28-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
29
|
III-29-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
30
|
III-30-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
31
|
III-31-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
32
|
III-32-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
33
|
III-33-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
34
|
III-34-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
35
|
III-35-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
36
|
III-36-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
37
|
III-37-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
38
|
III-38-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
39
|
III-39-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
40
|
III-40-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
41
|
III-41-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
42
|
III-42-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
43
|
III-43-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
44
|
III-44-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
45
|
III-45-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
46
|
III-46-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
47
|
III-47-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
48
|
III-48-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
49
|
III-49-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
50
|
III-50-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
51
|
III-51-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
52
|
III-52-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
53
|
III-53-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
54
|
III-54-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
55
|
III-55-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
56
|
III-56-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
57
|
III-57-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
58
|
III-58-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
59
|
III-59-A
and III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
60
|
III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
III-1-A
through III-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
thereafter
|
III-1-A
through III-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
With
respect to REMIC III Regular Interest II-IO and any Distribution Date, a per
annum rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC II Pass-Through Rates for the REMIC II Regular Interests
ending with the designation “A”, over (y) the weighted average of 2 multiplied
by Swap LIBOR on the REMIC II Regular Interests ending with the designation
“A”,
subject to a maximum rate of the Uncertificated REMIC II Pass-Through Rate
for
each such REMIC II Regular Interest for such Distribution Date, in each case,
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC II Regular Interest for such Distribution Date.
With
respect to REMIC III Regular Interest II-P, 0.00%.
Unpaid
Realized Loss Amount:
With
respect to any related Class A Certificates and as to any Distribution Date,
is
the excess of Applied Realized Loss Amounts with respect to such Class over
the
sum of all distributions in reduction of the Applied Realized Loss Amounts
with
respect to such Class on all previous Distribution Dates. Any amounts
distributed to the related Class A Certificates in respect of any Unpaid
Realized Loss Amount shall not be applied to reduce the Certificate Principal
Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated, with respect to matters solely involving the Group I Certificates,
(i) 92% to the Class I-A Certificates and Class I-M Certificates, (ii) 3% to
the
Class I-CE Certificates until paid in full, and (iii) 1% to each of the Class
I-R-1, Class I-R-2, Class I-R-3, Class I-RX and Class I-P Certificates, with
the
allocation among the Certificates (other than the Class I-CE, Class I-P and
Group I Residual Certificates) to be in proportion to the Certificate Principal
Balance of each Class relative to the Certificate Principal Balance of all
other
such Classes. Voting Rights with respect to matters solely involving the Group
II Certificates, shall be allocated (i) 92% to the Class II-A Certificates
and
Class II-M Certificates, (ii) 5% to the Class II-CE Certificates until paid
in
full, and (iii) 1% to each of the Class II-P, Class II-R-1 and Class II-RX
Certificates, with the allocation among the Certificates (other than the Class
II-CE, Class II-P and Group II Residual Certificates) to be in proportion to
the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes. Matters which solely affect the
Group I Certificates or Group II Certificates will be voted on solely by the
related Classes. Voting Rights with respect to both Loan Groups shall be
allocated (i) 46% to the Group I Offered Certificates, (ii) 46% to the Group
II
Offered Certificates (iii) 1.5% to the Class I-CE, (iv) 2.5% to the Class II-CE
Certificates, (v) 0.5% to each of the Class I-R-1, Class I-R-2, Class I-R-3,
Class I-RX, Class I-P, and (vi) 0.5% to each of the Class II-P, Class II-R-1
and
Class II-RX Certificates, with the allocation among the Certificates (other
than
the Class CE, Class P and Residual Certificates) to be in proportion to the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M
and Class CE Certificates for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of the related Mortgage Loans for any Distribution Date
shall be allocated first, to the related CE Interest based on, and to the extent
of, one month’s interest at the then applicable Pass-Through Rate on the
Uncertificated Notional Amount thereof, and thereafter, among the related Class
A Certificates and Class M Certificates, in each case on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Regular Interests (other than REMIC I Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 5.02) and any Relief Act Interest Shortfalls incurred in respect of
Loan
Group I shall be allocated first, to REMIC I Regular Interests ending with
the
designation “B”, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC I Regular Interest, and
second, to REMIC I Regular Interests ending with the designation “A”, on a
pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Subgroup II-1 shall be allocated
first, to REMIC II Group I Regular Interests ending with the designation “B”, on
a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Group I Regular
Interest, and second, to REMIC II Group I Regular Interests ending with the
designation “A”, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Group I Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Group II Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Subgroup II-2 shall be allocated
first, to REMIC II Group II Regular Interests ending with the designation “B”,
on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Group II Regular
Interest, and second, to REMIC II Group II Regular Interests ending with the
designation “A”, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Group II Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Group III Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Subgroup II-3 shall be allocated
first, to REMIC II Group III Regular Interests ending with the designation
“B”,
on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Group III Regular
Interest, and second, to REMIC II Group III Regular Interests ending with the
designation “A”, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Group III Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC III Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to Uncertificated Accrued Interest payable to
REMIC III Regular Interest I-AA and REMIC III Regular Interest I-ZZ up to an
aggregate amount equal to the REMIC III Group I Interest Loss Allocation Amount,
98% and 2%, respectively, and thereafter, among REMIC III Regular Interest
I-AA,
each REMIC III Group I Regular Interest for which a Class I-A Certificate or
Class I-M Certificate is a Corresponding Certificate and REMIC III Regular
Interest I-ZZ, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC III Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC III Group I Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC III Group II Regular Interests for any Distribution Date, (i) the REMIC
III Group II Marker Allocation Percentage of the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II for such Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC III Regular
Interest II-AA and REMIC III Regular Interest II-ZZ up to an aggregate amount
equal to the REMIC III Group II Interest Loss Allocation Amount, 98% and 2%,
respectively, and thereafter, among REMIC III Regular Interest II-AA, each
REMIC
III Group II Regular Interest for which a Class II-A Certificate or Class II-M
Certificate is the Corresponding Certificate and REMIC III Regular Interest
II-ZZ, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC III Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC III Group II Regular
Interest, and (ii) the REMIC III Group II Sub WAC Allocation Percentage of
the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of Loan Group II for such
Distribution Date shall be allocated among REMIC III Regular Interest II-1-Sub,
REMIC III Regular Interest II-1-Grp, REMIC
III
Regular Interest II-2-Sub, REMIC III Regular Interest II-2-Grp,
REMIC
III Regular Interest II-3-Sub, REMIC III Regular Interest II-3-Grp and REMIC
III
Regular Interest II-XX, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC III Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC III Regular
Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
set over and otherwise conveyed to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the assets sold by it in
the
Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding
sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
without recourse, all the right, title and interest of Master Funding in and
to
the assets sold by it in the Trust Fund.
The
Seller has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
and has agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
use
and benefit of the Certificateholders, without recourse, all the right, title
and interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited with,
or caused to be delivered to and deposited with, the Trustee or the Custodian,
as its agent, the following documents or instruments with respect to each
Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders
thereto, endorsed without recourse (A) in blank or to the order of “LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset
Backed Securities I LLC, Asset-Backed Certificates, Series 2007-HE2,” or (B) in
the case of a loan registered on the MERS system, in blank, and in each case
showing an unbroken chain of endorsements from the original payee thereof to
the
Person endorsing it to the Trustee, (ii) the original Mortgage and, if the
related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language
indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded
(or, for Mortgage Loans other than the EMC Flow Loans, if the original is not
available, a copy), with evidence of such recording indicated thereon (or if
clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is either a MOM Loan or has been assigned in the name
of MERS, the assignment (either an original or a copy, which may be in the
form
of a blanket assignment if permitted in the jurisdiction in which the Mortgaged
Property is located) to the Trustee of the Mortgage with respect to each
Mortgage Loan in the name of “LaSalle Bank National Association, as Trustee for
Certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE2,” which shall have been recorded (or if clause (x)
in the proviso below applies, shall be in recordable form), (iv) an original
or
a copy of all intervening assignments of the Mortgage, if any, to the extent
available to the Seller, with evidence of recording thereon, (v) with respect
to
any first or second lien Mortgage Loan (other than any Piggyback Loan), the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance or, in the event such original
title
policy has not been received from the title insurer, such original title policy
will be delivered within one year of the Closing Date or, in the event such
original title policy is unavailable, a photocopy of such title policy or,
in
lieu thereof, a current lien search on the related Mortgaged Property; and
with
respect to any Piggyback Loan, the original policy of title insurance or
mortgagee’s certificate of title insurance or commitment or binder for title
insurance issued as to the related first lien Mortgage Loan or, in lieu thereof,
a lien search on the related Mortgaged Property that was conducted in connection
with the related first lien Mortgage Loan and (vi) originals or copies of all
available assumption, modification or substitution agreements, if any; provided,
however, that in lieu of the foregoing, the Seller or Master Funding, as
applicable, may deliver the following documents, under the circumstances set
forth below: (x) if any Mortgage (other than the Mortgages related to the EMC
Flow Loans), assignment thereof to the Trustee or intervening assignments
thereof have been delivered or are being delivered to recording offices for
recording and have not been returned in time to permit their delivery as
specified above, the Depositor may deliver, or cause to be delivered, a true
copy thereof with a certification by the Seller or Master Funding, as
applicable, or the title company issuing the commitment for title insurance,
on
the face of such copy, substantially as follows: “Certified to be a true and
correct copy of the original, which has been transmitted for recording”;
(y)
in
lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans),
assignment to the Trustee or in blank or intervening assignments thereof, if
the
applicable jurisdiction retains the originals of such documents (as evidenced
by
a certification from the Depositor to such effect) the Depositor may deliver,
or
cause to be delivered, photocopies of such documents containing an original
certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; and
(z)
in lieu of the Mortgage Notes relating to the Mortgage Loans identified in
the
list set forth in Exhibit I, the Depositor may deliver, or cause to be
delivered, a lost note affidavit and indemnity and a copy of the original note,
if available; and provided, further, however, that in the case of Mortgage
Loans
which have been prepaid in full after the Cut-off Date and prior to the Closing
Date, the Depositor, in lieu of delivering the above documents, may deliver,
or
cause to be delivered, to the Trustee and the Custodian a certification of
a
Servicing Officer to such effect and in such case shall deposit all amounts
paid
in respect of such Mortgage Loans, in the Protected Account or in the
Distribution Account on the Closing Date. In the case of the documents referred
to in clause (x) above, the Depositor shall deliver, or cause to be delivered,
such documents to the Trustee or the Custodian promptly after they are
received.
EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage to
the
Trustee to be submitted for recording promptly after the Closing Date; provided
that, the Seller need not cause to be recorded (a) any assignment in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
addressed to the Trustee delivered by EMC (on its own behalf as Seller and
on
behalf of Master Funding) to the Trustee and the Rating Agencies, the
recordation of such assignment is not necessary to protect the Trustee’s
interest in the related Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee
of record solely as nominee for the Seller and Master Funding and its successors
and assigns. In the event that the Seller, Master Funding, the Depositor or
the
Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, EMC (on its
own
behalf as Seller and on behalf of Master Funding) shall submit or cause to
be
submitted for recording as specified above each such previously unrecorded
assignment to be submitted for recording as specified above at the expense
of
the Trust. In the event a Mortgage File is released to the Master Servicer
as a
result of such Person having completed a Request for Release, the Custodian
shall, if not so completed, complete the assignment of the related Mortgage
in
the manner specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as Seller and on behalf of Master Funding)
further agrees that it will cause, at the Seller’s own expense, within 30 days
after the Closing Date, the MERS® System to indicate that such Mortgage Loans
have been assigned by EMC (on its own behalf as Seller and on behalf of Master
Funding) to the Depositor and by the Depositor to the Trustee in accordance
with
this Agreement for the benefit of the Certificateholders by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance
with
this Agreement) in such computer files (a) the code in the field which
identifies the specific Trustee and (b) the code in the field “Pool Field” which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. EMC (on its own behalf as Seller and on behalf of Master
Funding) further agrees that it will not, and will not permit the Master
Servicer to, and the Master Servicer agrees that it will not, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement or the Mortgage Loan Purchase
Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver an Initial Certification, in the form of Exhibit
One
to the Custodial Agreement, to the parties indicated on such exhibit confirming
whether or not it has received the Mortgage File for each Mortgage Loan, but
without review of such Mortgage File, except to the extent necessary to confirm
whether such Mortgage File contains the original Mortgage Note or a lost note
affidavit and indemnity in lieu thereof. No later than 90 days after the Closing
Date, the Trustee or the Custodian on its behalf shall, for the benefit of
the
Certificateholders, review each Mortgage File delivered to it and execute and
deliver to EMC (on its own behalf and on behalf of Master Funding), the Master
Servicer and, if reviewed by the Custodian, the Trustee, an Interim
Certification, substantially in the form of Exhibit Two to the Custodial
Agreement. In conducting such review, the Trustee or the Custodian on its behalf
will ascertain whether all required documents have been executed and received
and whether those documents relate, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B to this Agreement, as supplemented (provided, however,
that with respect to those documents described in subclauses (iv) and (vi)
of
Section 2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and
the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
Within
90
days from the date of notice from the Trustee of the defect, EMC (on its own
behalf as Seller and on behalf of Master Funding)
shall
correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, EMC (on its own behalf as Seller and on behalf
of Master Funding) may substitute for the related Mortgage Loan a Replacement
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or shall deliver to the
Trustee an Opinion of Counsel addressed to the Trustee to the effect that such
defect does not materially or adversely affect the interests of the
Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
and on behalf of Master Funding) fails to correct or cure the defect or deliver
such opinion within such period, EMC (on its own behalf as Seller and on behalf
of Master Funding) will, subject to Section 2.03, within 90 days from the
notification of the Trustee purchase such Mortgage Loan at the Purchase Price;
provided, however, that if such defect relates solely to the inability of EMC
(on its own behalf as Seller and on behalf of Master Funding) to deliver the
Mortgage, assignment thereof to the Trustee, or intervening assignments thereof
with evidence of recording thereon because such documents have been submitted
for recording and have not been returned by the applicable jurisdiction, EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall not be required
to purchase such Mortgage Loan if the Seller delivers such documents promptly
upon receipt, but in no event later than 360 days after the Closing Date.
Notwithstanding anything to the contrary, the Trustee shall have no
responsibility with respect to the custody or review of Mortgage Files held
by
the Custodian pursuant to the Custodial Agreement. The Trustee shall have no
liability for the failure of the Custodian to perform its obligations under
the
Custodial Agreement.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to EMC (on its
own behalf as Seller and on behalf of Master Funding), the Master Servicer
and,
if reviewed by the Custodian, the Trustee, a Final Certification, substantially
in the form of Exhibit Three to the Custodial Agreement. In conducting such
review, the Trustee or the Custodian on its behalf will ascertain whether each
document required to be recorded has been returned from the recording office
with evidence of recording thereon and the Trustee or the Custodian on its
behalf has received either an original or a copy thereof, as required in Section
2.01 (provided, however, that with respect to those documents described in
subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only
to
documents actually delivered pursuant to such subclauses). If the Trustee or
the
Custodian on its behalf finds any document with respect to a Mortgage Loan
has
not been received, or to be unrelated, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B or to appear defective on its face, the Trustee or
the
Custodian on its behalf shall note such defect in the exception report attached
to the Final Certification and shall promptly notify EMC (on its own behalf
as
Seller and on behalf of Master Funding). Within 90 days from the date of notice
from the Trustee of the defect, EMC (on its own behalf as Seller and on behalf
of Master Funding) shall correct or cure any such defect or, if prior to the
end
of the second anniversary of the Closing Date, EMC (on its own behalf as Seller
and on behalf of Master Funding) may substitute for the related Mortgage Loan
a
Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03, or shall deliver
to the Trustee an Opinion of Counsel addressed to the Trustee to the effect
that
such defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
and on behalf of Master Funding) is unable within such period to correct or
cure
such defect, or to substitute the related Mortgage Loan with a Replacement
Mortgage Loan or to deliver such opinion, EMC (on its own behalf as Seller
and
on behalf of Master Funding) shall, subject to Section 2.03, within 90 days
from
the notification of the Trustee, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
EMC (on its own behalf as Seller and on behalf of Master Funding) to deliver
the
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
with evidence of recording thereon, because such documents have not been
returned by the applicable jurisdiction, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall not be required to purchase such Mortgage Loan,
if the Seller delivers such documents promptly upon receipt, but in no event
later than 360 days after the Closing Date. Notwithstanding anything to the
contrary, the Trustee shall have no responsibility with respect to the custody
or review of Mortgage Files held by the Custodian pursuant to the Custodial
Agreement. The Trustee shall have no liability for the failure of the Custodian
to perform its obligations under the Custodial Agreement.
(c) In
the
event that a Mortgage Loan is purchased by EMC (on its own behalf as Seller
and
on behalf of Master Funding) in accordance with subsections 2.02(a) or (b)
above
or Section 2.03, EMC (on its own behalf as Seller and on behalf of Master
Funding) shall remit the applicable Purchase Price to the Master Servicer for
deposit in the Protected Account and shall provide written notice to the Trustee
detailing the components of the Purchase Price, signed by a Servicing Officer.
Upon deposit of the Purchase Price in the Protected Account and upon receipt
of
a Request for Release with respect to such Mortgage Loan, the Trustee or the
Custodian will release to EMC (on its own behalf as Seller and on behalf of
Master Funding) the related Mortgage File and the Trustee shall execute and
deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the related Seller, as are
necessary to vest in the title to and rights under the Mortgage Loan. Such
purchase shall be deemed to have occurred on the date on which the deposit
into
the Protected Account was made. The Trustee shall promptly notify the Rating
Agencies of such repurchase. The obligation of the Seller to cure, repurchase
or
substitute for any Mortgage Loan as to which a defect in a constituent document
exists shall be the sole remedies respecting such defect available to the
Certificateholders or to the Trustee on their behalf.
(d) EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall deliver to
the
Trustee or the Custodian on its behalf, and Trustee agrees to accept the
Mortgage Note and other documents constituting the Mortgage File with respect
to
any Replacement Mortgage Loan, which the Trustee or the Custodian will review
as
provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date
referred to therein shall instead be the date of delivery of the Mortgage File
with respect to each Replacement Mortgage Loan.
Section
2.03 Representations,
Warranties and Covenants of the Master Servicer and the Seller.
(a) The
Master Servicer hereby represents and warrants to the Depositor and the Trustee
as follows, as of the Closing Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans
in accordance with the terms of the Mortgage Loan Purchase Agreement and to
perform any of its other obligations under this Agreement in accordance with
the
terms hereof or thereof.
(ii) It
has
the full corporate power and authority to service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement, the servicing of the Mortgage Loans
by
it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof and thereof are in its ordinary course of business and will not
(A)
result in a breach of any term or provision of its charter or by-laws or (B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
it is a party or by which it may be bound, or (C) constitute a violation of
any
statute, order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to service the Mortgage Loans
or
to perform any of its other obligations under this Agreement in accordance
with
the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) As
of the
Closing Date and except as has been otherwise disclosed to the Depositor, or
disclosed in any public filing: (1) no default or servicing related performance
trigger has occurred as to any other Pass-Through Transfer due to any act or
failure to act of the Master Servicer; (2) no material noncompliance with
applicable servicing criteria as to any other Pass-Through Transfer has
occurred, been disclosed or reported by the Master Servicer; (3) the Master
Servicer has not been terminated as servicer in a residential mortgage loan
Pass-Through Transfer, either due to a servicing default or to application
of a
servicing performance test or trigger; (4) no material changes to the Master
Servicer’s servicing policies and procedures for similar loans have occurred in
the preceding three years outside of the normal changes warranted by regulatory
and product type changes in the portfolio; (5) there are no aspects of the
Master Servicer’s financial condition that could have a material adverse impact
on the performance by the Master Servicer of its obligations hereunder; (6)
there are no legal proceedings pending, or known to be contemplated by
governmental authorities, against the Master Servicer that could be material
to
investors in the securities issued in such Pass-Through Transfer; and (7) there
are no affiliations, relationships or transactions relating to the Master
Servicer of a type that are described under Item 1119 of Regulation
AB.
(viii) If
so
requested by the Depositor on any date, the Master Servicer shall, within five
Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in clause (a)(vii) of this Section
or,
if any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(ix) As
a
condition to the succession to the Master Servicer or any subservicer as
servicer or subservicer under this Agreement by any Person (i) into which the
Master Servicer or such subservicer may be merged or consolidated, or (ii)
which
may be appointed as a successor to the Master Servicer or any subservicer,
the
Master Servicer shall provide to the Depositor, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice
to
the Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.
(x) In
connection with the Subgroup II-2 Mortgage Loans, notwithstanding any state
or
federal law to the contrary, the Master Servicer shall not collect such
prepayment premium in any instance when the mortgage debt is accelerated through
foreclosure sale or other involuntary payment as the result of the borrower’s
default in making the loan payments.
(xi) The
Master Servicer will transmit full-file credit reporting data for each Subgroup
II-2 Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that
for
each Subgroup II-2 Mortgage Loan, the Master Servicer agrees it shall report
one
of the following statuses each month as follows: new origination, current,
delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged off.
(xii) With
respect to each Subgroup II-3 Mortgage Loan, information regarding the Mortgagor
credit files related to such Mortgage Loan has been and will continue to be
furnished to credit reporting agencies in compliance with the provisions of
the
Fair Credit Reporting Act and the applicable implementing
regulations.
(xiii) In
connection with the Subgroup II-3 Mortgage Loans, the Master Servicer shall
not
collect any prepayment premium in any instance when the mortgage debt is
accelerated through foreclosure sale or other payment as the result of the
mortgagor’s default under the terms of the security instrument.
(b) The
Seller hereby represents and warrants to the Depositor and the Trustee as
follows, as of the Closing Date:
(i) The
Seller is duly organized as a Delaware corporation and is validly existing
and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
to
be conducted by the Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any such
state, to the extent necessary to ensure its ability to enforce each Mortgage
Loan, to sell the Mortgage Loans in accordance with the terms of the Mortgage
Loan Purchase Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(ii) The
Seller has the full corporate power and authority to sell each Mortgage Loan,
and to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Seller the execution, delivery
and
performance of this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of
the court before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by the Seller, the sale of the Mortgage
Loans by the Seller under the Mortgage Loan Purchase Agreement, the consummation
of any other of the transactions contemplated by this Agreement, and the
fulfillment of or compliance with the terms hereof and thereof are in the
ordinary course of business of the Seller and will not (A) result in a material
breach of any term or provision of the charter or by-laws of the Seller or
(B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
the Seller is a party or by which it may be bound, or (C) constitute a violation
of any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Seller; and the Seller is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Seller’s ability to perform or meet any of
its obligations under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for Xxxxxx Xxx
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller to
sell the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same.
(vii) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), the Seller
hereby remakes and restates each of the representations and warranties set
forth
in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
Trustee to the same extent as if fully set forth herein.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
related Certificateholders in any Mortgage Loan, the party discovering such
breach shall give prompt written notice thereof to the other parties. Any breach
of a representation or warranty contained in clauses
(c), (q) and (s) of Section 7 of the Mortgage Loan Purchase Agreement in respect
of a Subgroup II-3 Mortgage Loan and clauses (hh) through (qq) of Section 7
of
the Mortgage Loan Purchase Agreement shall be deemed to materially
adversely affect the interests of the related Certificateholders. The Seller
hereby covenants, with respect to the representations and warranties set forth
in the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans,
that
within 90 days of the discovery of a breach of any representation or warranty
set forth therein that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, it shall cure such breach in all
material respects and, if such breach is not so cured, (i) if such 90 day period
expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
set
forth below; provided that any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery
to
the Trustee of an Opinion of Counsel if required by Section 2.05 hereof and
any
such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the Trustee of a Request for Release. The Trustee shall
give prompt written notice to the parties hereto of the Seller’s failure to cure
such breach as set forth in the preceding sentence. The Seller shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. To enable the Master Servicer to amend the Mortgage
Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Master Servicer whether
it
intends either to repurchase, or to substitute for, the Mortgage Loan affected
by such breach. With respect to the representations and warranties with respect
to the Mortgage Loans that are made to the best of the Seller’s knowledge, if it
is discovered by any of the Depositor, the Master Servicer, the Seller, the
Trustee or the Custodian that the substance of such representation and warranty
is inaccurate and such inaccuracy materially and adversely affects the value
of
the related Mortgage Loan, notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation or warranty, the Seller shall
nevertheless be required to cure, substitute for or repurchase the affected
Mortgage Loan in accordance with the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Seller (pursuant to
the
Mortgage Loan Purchase Agreement) shall deliver to the Trustee or the Custodian
on its behalf for the benefit of the Certificateholders such documents and
agreements as are required by Section 2.01. No substitution will be made in
any
calendar month after the Determination Date for such month. Notwithstanding
the
foregoing, such substitution must be done within two years of the Closing Date.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
Seller. For the month of substitution, distributions to Certificateholders
will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to
reflect the removal of each such Deleted Mortgage Loan and the substitution
of
the Replacement Mortgage Loan or Loans and the Master Servicer shall deliver
the
amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such
substitution, the Replacement Mortgage Loan or Loans shall be subject to the
terms of this Agreement in all respects, and the Seller shall be deemed to
have
made with respect to such Replacement Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties set forth in Section 7 or
Section 8 of the Mortgage Loan Purchase Agreement with respect to such Mortgage
Loan. Upon any such substitution and the deposit into the Protected Account
of
the amount required to be deposited therein in connection with such substitution
as described in the following paragraph and receipt by the Trustee of a Request
for Release for such Mortgage Loan, the Trustee or the Custodian shall release
to the Seller the Mortgage File relating to such Deleted Mortgage Loan and
held
for the benefit of the Certificateholders and the Trustee shall execute and
deliver at the Seller’s direction such instruments of transfer or assignment as
have been prepared by the Seller in each case without recourse, representation
or warranty as shall be necessary to vest in the Seller or its respective
designee, title to the Trustee’s interest in any Deleted Mortgage Loan
substituted for pursuant to this Section 2.03.
For
any
month in which the Seller substitutes one or more Replacement Mortgage Loans
for
a Deleted Mortgage Loan, the Master Servicer will determine the amount (if
any)
by which the aggregate principal balance of all the Replacement Mortgage Loans
as of the date of substitution is less than the Stated Principal Balance (after
application of the principal portion of the Scheduled Payment due in the month
of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
of such deficiencies, described in the preceding sentence for any Distribution
Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
the Protected Account, by the Seller upon its delivering such Replacement
Mortgage Loan on the Determination Date for the Distribution Date relating
to
the Prepayment Period during which the related Mortgage Loan became required
to
be purchased or replaced hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited into the Protected Account, on the Determination
Date for the Distribution Date in the month following the month during which
the
Seller became obligated to repurchase or replace such Mortgage Loan and upon
such deposit of the Purchase Price, the delivery of an Opinion of Counsel if
required by Section 2.05 and the receipt of a Request for Release, the Trustee
or the Custodian shall release the related Mortgage File held for the benefit
of
the Certificateholders to the Seller and the Trustee shall execute and deliver
at such Person’s direction the related instruments of transfer or assignment
prepared by the Seller, in each case without recourse, as shall be necessary
to
transfer title from the Trustee for the benefit of the Certificateholders and
transfer the Trustee’s interest to EMC (on its own as a Seller and on behalf of
Master Funding) to any Mortgage Loan purchased pursuant to this Section 2.03.
It
is understood and agreed that the obligation under this Agreement of the Seller
to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Seller
respecting such breach available to the Certificateholders, the Depositor or
the
Trustee.
(d) The
representations and warranties set forth in this Section 2.03 hereof shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer and the Trustee
as follows, as of the date hereof and as of the Closing Date:
(i) The
Depositor is duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware and has full
power and authority necessary to own or hold its properties and to conduct
its
business as now conducted by it and to enter into and perform its obligations
under this Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary corporate action on its part, the
execution, delivery and performance of this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof and thereof are in the ordinary course of
business of the Depositor and will not (A) result in a material breach of any
term or provision of the certificate of formation or limited liability company
agreement of the Depositor or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or by which
it may be bound or (C) constitute a violation of any statute, order or
regulation applicable to the Depositor of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Depositor; and the Depositor is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms hereof
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and it has been
subject to such filing requirements for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Mortgage Loan Sellers,
the Depositor had good title to the Mortgage Loans and the related Mortgage
Notes were subject to no offsets, claims, defenses or
counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Sponsor delivers to the Trustee an Opinion of Counsel, addressed
to
the Trustee, to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on “prohibited transactions” of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X or contributions after the Closing Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any of REMIC
I,
REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X to fail to qualify as a REMIC at any time that any Certificates
are outstanding. Any Mortgage Loan as to which repurchase or substitution was
delayed pursuant to this paragraph shall be repurchased or the substitution
therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon
the
earlier of (a) the occurrence of a default or default becoming reasonably
foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee
of
an Opinion of Counsel addressed to the Trustee to the effect that such
repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.
(b) Upon
discovery by the Depositor, the Seller or the Master Servicer that any Mortgage
Loan does not constitute a “qualified mortgage” within the meaning of section
860G(a)(3) of the Code, the party discovering such fact shall promptly (and
in
any event within 5 Business Days of discovery) give written notice thereof
to
the other parties and the Trustee. In connection therewith, the Trustee shall
require the Seller at it’s option, to either (i) substitute, if the conditions
in Section 2.03 with respect to substitutions are satisfied, a Replacement
Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected
Mortgage Loan within 90 days of such discovery in the same manner as it would
a
Mortgage Loan for a breach of representation or warranty in accordance with
Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to
be
released pursuant hereto (and the Custodian shall deliver the related Mortgage
File) in the same manner, and on the same terms and conditions, as it would
a
Mortgage Loan repurchased for breach of a representation or warranty in
accordance with Section 2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, has executed, countersigned
and delivered, to or upon the order of the Depositor, the Certificates in
authorized denominations evidencing the entire ownership of the Trust Fund.
The
Trustee agrees to hold the Trust Fund and exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates and to
perform the duties set forth in this Agreement in accordance with its
terms.
(b) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests, the REMIC II Regular Interests and the other assets of
REMIC III for the benefit of the holders of the REMIC III Regular Interests
and
the Class I-R-2 Certificates. The Trustee acknowledges receipt of the REMIC
I
Regular Interests (which are uncertificated), the REMIC II Regular Interests
(which are uncertificated) and the other assets of REMIC III and declares that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC III Regular Interests and the Class I-R-2
Certificates.
(c) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
III Regular Interests and the other assets of REMIC IV for the benefit of the
holders of the Regular Certificates (other than the Class CE Certificates and
the Class P Certificates), the Class CE Interests, the Class IO Interests,
the
Class P Interests and the Class I-R-3 Certificates. The Trustee acknowledges
receipt of the REMIC III Regular Interests (which are uncertificated) and the
other assets of REMIC IV and declares that it holds and will hold the same
in
trust for the exclusive use and benefit of the holders of the Regular
Certificates (other than the Class CE Certificates and the Class P
Certificates), the Class CE Interests, the Class IO Interests, the Class P
Interests and the Class I-R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
I-CE Interest for the benefit of the Holders of the REMIC V Certificates. The
Trustee acknowledges receipt of the Class I-CE Interest (which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the REMIC V
Certificates.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
I-P Interest for the benefit of the Holders of the REMIC VI Certificates. The
Trustee acknowledges receipt of the Class I-P Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC VI Certificates.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
I-IO Interest for the benefit of the holders of the REMIC VII Interests. The
Trustee acknowledges receipt of the Class I-IO Interest (which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the holders of the REMIC VII
Interests.
(g) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
II-CE Interest for the benefit of the Holders of the REMIC VIII Certificates.
The Trustee acknowledges receipt of the Class II-CE Interest (which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the REMIC VIII
Certificates.
(h) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
II-P Interest for the benefit of the Holders of the REMIC IX Certificates.
The
Trustee acknowledges receipt of the Class II-P Interest (which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the REMIC IX
Certificates.
(i) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
II-IO Interest for the benefit of the holders of the REMIC X Interests. The
Trustee acknowledges receipt of the Class II-IO Interest (which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the holders of the REMIC X
Interests.
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold, as set forth in this Agreement, the Mortgage Loans and the other
assets of the Trust Fund and the proceeds therefrom for the benefit of the
Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
any other assets of the Trust;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. Neither the Trustee
nor the Master Servicer shall cause the Trust to engage in any activity other
than in connection with the foregoing or other than as required or authorized
by
the terms of this Agreement while any Certificate is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01 The
Master Servicer to act as Master Servicer.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with customary and usual standards of practice of prudent mortgage loan
servicers in the respective states in which the related Mortgaged Properties
are
located. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and
all
things that it may deem necessary or desirable in connection with such servicing
and administration, including but not limited to, the power and authority,
subject to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.09, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
and
interests of the Depositor or the Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Trust, the Depositor or the Trustee, is hereby authorized
and empowered by the Trust, the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for
the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt
of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Master Servicer shall advance or cause to be advanced funds as necessary for
the
purpose of effecting the payment of taxes and assessments on the related
Mortgaged Properties, which advances shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 4.03, and
further as provided in Section 4.02. All costs incurred by the Master Servicer,
if any, in effecting the timely payments of taxes and assessments on the related
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the related Certificateholders, be
added
to the Stated Principal Balance under the Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Master Servicer shall
to the extent that it has knowledge of such conveyance, enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent permitted
under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the Person
to whom the related Mortgaged Property has been conveyed or is proposed to
be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note or
Mortgage as a condition to such transfer. In the event that the Master Servicer
is prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.02(b), to take or enter into an assumption
and
modification agreement from or with the person to whom such property has been
or
is about to be conveyed, pursuant to which such person becomes liable under
the
Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
remains liable thereon, provided that the Mortgage Loan shall continue to be
covered (if so covered before the Master Servicer enters such agreement) by
the
applicable Required Insurance Policies. The Master Servicer, subject to Section
3.02(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall
not
be deemed to be in default under this Section 3.02(a) by reason of any transfer
or assumption that the Master Servicer reasonably believes it is restricted
by
law from preventing.
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.02(a), in any case in which a Mortgaged Property has
been
conveyed to a Person by a Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the related Mortgage Loan, the Master Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature
and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance
with
its servicing standards as then in effect. The Master Servicer shall notify
the
Trustee that any such substitution or assumption agreement has been completed
by
forwarding to the Trustee the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
a
part thereof. Any fee collected by the Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.
Section
3.03 Subservicers.
The
Master Servicer shall perform all of its servicing responsibilities hereunder
or
may cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Master Servicer of a subservicer shall not release
the Master Servicer from any of its obligations hereunder and the Master
Servicer shall remain responsible hereunder for all acts and omissions of each
subservicer as fully as if such acts and omissions were those of the Master
Servicer. The Master Servicer shall pay all fees of each subservicer from its
own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to
the Master Servicer hereunder.
At
the
cost and expense of the Master Servicer, without any right of reimbursement
from
its Protected Account, the Master Servicer shall be entitled to terminate the
rights and responsibilities of a subservicer and arrange for any servicing
responsibilities to be performed by a successor subservicer; provided, however,
that nothing contained herein shall be deemed to prevent or prohibit the Master
Servicer, at the Master Servicer’s option, from electing to service the related
Mortgage Loans itself. In the event that the Master Servicer’s responsibilities
and duties under this Agreement are terminated pursuant to Section 8.01, the
Master Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination
of
the Master Servicer. The Master Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Master Servicer’s own funds without reimbursement from
the Trust Fund.
Notwithstanding
the foregoing, the Master Servicer shall not be relieved of its obligations
hereunder and shall be obligated to the same extent and under the same terms
and
conditions as if it alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Master Servicer by the subservicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Master Servicer alone, and the Trustee shall not have any
obligations, duties or liabilities with respect to such subservicer including
any obligation, duty or liability of the Trustee to pay such subservicer’s fees
and expenses. Each subservicing agreement shall provide that such agreement
may
be assumed or terminated without cause or penalty by the Trustee or other
Successor Master Servicer in the event the Master Servicer is terminated in
accordance with this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Master Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents,
Records and Funds in Possession of the Master Servicer To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee or the Custodian on behalf of the Trustee as required by this
Agreement all documents and instruments in respect of a Mortgage Loan coming
into the possession of the Master Servicer from time to time and shall account
fully to the Trustee for any funds received by the Master Servicer or that
otherwise are collected by the Master Servicer as Liquidation Proceeds,
Insurance Proceeds or Subsequent Recoveries in respect of any such Mortgage
Loan. All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds
or
Subsequent Recoveries, including but not limited to, any funds on deposit in
the
Protected Account, shall be held by the Master Servicer for and on behalf of
the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Master Servicer
also
agrees that it shall not create, incur or subject any Mortgage File or any
funds
that are deposited in the Protected Account or in any Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File
or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Master Servicer shall also cause flood insurance to be
maintained on property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan, to the extent described below. Pursuant to Section 4.01,
any amounts collected by the Master Servicer under any such policies (other
than
the amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer’s normal servicing procedures) shall be
deposited in the Protected Account. Any cost incurred by the Master Servicer
in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trustee for their
benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
by the Master Servicer out of late payments by the related Mortgagor or out
of
Liquidation Proceeds to the extent permitted by Section 4.02. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor or maintained on property acquired in respect of a Mortgage other
than pursuant to such applicable laws and regulations as shall at any time
be in
force and as shall require such additional insurance. If the Mortgaged Property
is located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the least of (i) the Stated Principal
Balance of the related Mortgage Loan, (ii) minimum amount required to compensate
for damage or loss on a replacement cost basis or (iii) the maximum amount
of
such insurance available for the related Mortgaged Property under the Flood
Disaster Protection Act of 1973, as amended.
In
the
event that the Master Servicer shall obtain and maintain a blanket policy
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.05, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Master Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property
a
policy complying with the first sentence of this Section 3.05, and there shall
have been a loss that would have been covered by such policy, deposit in the
Protected Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer’s own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Depositor and the Trustee
for the benefit of the Certificateholders claims under any such blanket
policy.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall prepare and present on behalf of the Trustee and the
related Certificateholders all claims under the Insurance Policies and take
such
actions (including the negotiation, settlement, compromise or enforcement of
the
insured’s claim) as shall be necessary to realize recovery under such Insurance
Policies. Any proceeds with respect to a Loan Group disbursed to the Master
Servicer in respect of such Insurance Policies shall be promptly deposited
in
the Protected Account upon receipt, except that any amounts that are to be
applied upon receipt to the repair or restoration of the related Mortgaged
Property, which repair or restoration the owner of such Mortgaged Property
or
EMC, as applicable, has agreed to make as a condition precedent to the
presentation of its claims on the Mortgage Loan under the applicable Insurance
Policy, need not be so deposited (or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take any action that would result in noncoverage
under
any applicable Primary Mortgage Insurance Policy of any loss which, but for
the
actions of the Master Servicer would have been covered thereunder. The Master
Servicer shall use its best efforts to keep in force and effect (to the extent
that the Mortgage Loan requires the Mortgagor to maintain such insurance),
Primary Mortgage Insurance applicable to each Mortgage Loan. The Master Servicer
shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy
that is in effect at the date of the initial issuance of the Mortgage Note
and
is required to be kept in force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
with respect to a Loan Group shall be deposited in the Protected Account with
respect to such Loan Group, subject to withdrawal pursuant to Section 4.02
hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Master Servicer shall maintain, at its own expense, a blanket fidelity bond
and
an errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage Loans and who handle funds, money, documents and
papers relating to the Mortgage Loans. The fidelity bond and errors and
omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
and shall protect and insure the Master Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
of
such persons. Such fidelity bond shall also protect and insure the Master
Servicer against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction
of
a Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Master Servicer from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Accepted Servicing Practices. The Master
Servicer shall deliver to the Trustee a certificate from the surety and the
insurer as to the existence of the fidelity bond and errors and omissions
insurance policy and shall obtain a statement from the surety and the insurer
that such fidelity bond or insurance policy shall in no event be terminated
or
materially modified without thirty days prior written notice to the Trustee.
The
Master Servicer shall notify the Trustee within five business days of receipt
of
notice that such fidelity bond or insurance policy will be, or has been,
materially modified or terminated. The Trustee for the benefit of the
Certificateholders must be named as loss payees on the fidelity bond and as
additional insured on the errors and omissions policy.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In connection
with such foreclosure or other conversion, the Master Servicer shall follow
such
practices and procedures as it shall deem necessary or advisable and as shall
be
normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
the Master Servicer shall not be required to expend its own funds in connection
with any foreclosure or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself
of
such expenses and (ii) that such expenses will be recoverable to it through
Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Master Servicer will give
notice of any such charge-off to the Trustee. The Master Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided that such costs and expenses shall be Servicing Advances
and that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property from the related Loan Group,
as
contemplated in Section 4.02. If the Master Servicer has knowledge that a
Mortgaged Property that the Master Servicer is contemplating acquiring in
foreclosure or by deed- in-lieu of foreclosure is located within a one-mile
radius of any site with environmental or hazardous waste risks known to the
Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged
Property, consider such risks and only take action in accordance with its
established environmental review procedures.
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders (or the
Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and
not in its individual capacity. The Master Servicer shall ensure that the title
to such REO Property references this Agreement and the Trustee’s capacity
hereunder. Pursuant to its efforts to sell such REO Property, the Master
Servicer shall either itself or through an agent selected by the Master Servicer
protect and conserve such REO Property in the same manner and to such extent
as
is customary in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests of the related
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the related
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Protected Account with respect to the applicable Loan Group no later than
the close of business on each Determination Date. The Master Servicer shall
perform the tax reporting and withholding related to foreclosures, abandonments
and cancellation of indebtedness income as specified by Sections 1445, 6050J
and
6050P of the Code by preparing and filing such tax and information returns,
as
may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
prior to three years after its acquisition by the Trust Fund or, at the expense
of the Trust Fund, request more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period unless the Trustee shall have been supplied with an Opinion of Counsel
addressed to the Trustee (such opinion not to be an expense of the Trustee)
to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V,
REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X as defined in Section
860F
of the Code or cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V,
REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X to fail to qualify as
a
REMIC at any time that any Certificates are outstanding, in which case the
Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision
of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the Master Servicer
has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
be subject to a determination by the Master Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to the
Master Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and
shall be deposited into the Protected Account with respect to the related Loan
Group. To the extent the income received during a Prepayment Period is in excess
of the amount attributable to amortizing principal and accrued interest at
the
related Mortgage Rate on the related Mortgage Loan, such excess shall be
considered to be a partial Principal Prepayment with respect to the related
Loan
Group for all purposes hereof.
The
Liquidation Proceeds with respect to each Loan Group from any liquidation of
a
related Mortgage Loan, net of any payment to the Master Servicer as provided
above, shall be deposited in the Protected Account upon
receipt and made available on
the
next succeeding Determination Date following receipt thereof for distribution
on
the related Distribution Date, except that any Excess Liquidation Proceeds
with
respect to each Loan Group shall be retained by the Master Servicer as
additional servicing compensation.
The
proceeds of any Liquidated Loan from each Loan Group, as well as any recovery
resulting from a partial collection of related Liquidation Proceeds or any
income from a related REO Property, will be applied in the following order
of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 4.02 or this Section
3.09; second, to reimburse the Master Servicer for any unreimbursed Advances
with respect to such Loan Group, pursuant to Section 4.02 or this Section 3.09;
third, to accrued and unpaid interest (to the extent no Advance has been made
for such amount) on the Mortgage Loan or related REO Property, at the Net
Mortgage Rate to the first day of the month in which such amounts are required
to be distributed; and fourth, as a recovery of principal of the Mortgage
Loan.
(b) On
each
Determination Date, the Master Servicer shall determine with respect to each
Loan Group the respective aggregate amounts of Excess Liquidation Proceeds
and
Realized Losses, if any, for the preceding calendar month.
(c) The
Master Servicer has no intent to foreclose on any Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Master Servicer from initiating foreclosure proceedings
on
any date hereafter if the facts and circumstances of such Mortgage Loans
including delinquency characteristics in the Master Servicer’s discretion so
warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Protected Account out of each payment of interest
on a Mortgage Loan included in the Trust Fund an amount equal to the Servicing
Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, late payment charges, all Prepayment Interest Excess on any
Mortgage Loan, other ancillary income, all income and gain net of any losses
realized from Permitted Investments with respect to funds in or credited to
the
Protected Account shall be retained by the Master Servicer to the extent not
required to be deposited in the Protected Account pursuant to Section 4.02.
The
Master Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including payment of any
premiums for hazard insurance, as required by Section 3.05 and maintenance
of
the other forms of insurance coverage required by Section 3.07) and shall not
be
entitled to reimbursement therefor except as specifically provided in Section
4.02.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The
Master Servicer shall sell any REO Property as expeditiously as possible and
in
accordance with the provisions of this Agreement. Pursuant to its efforts to
sell such REO Property, the Master Servicer shall protect and conserve such
REO
Property in the manner and to the extent required herein, in accordance with
the
REMIC Provisions.
(b) The
Master Servicer shall deposit all funds with respect to each Loan Group
collected and received in connection with the operation of any REO Property
into
the Protected Account.
(c) The
Master Servicer, upon the final disposition of any REO Property, shall be
entitled to reimbursement from such Loan Group for any related unreimbursed
Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation
Proceeds received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances or Servicing Fees as well as
any
unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior
to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer shall submit
a liquidation report to the Trustee containing such information as shall be
mutually acceptable to the Master Servicer and the Trustee with respect to
such
Mortgaged Property.
Section
3.13 Annual
Statement as to Compliance.
The
Master Servicer and the Trustee shall deliver to the Master Servicer, the
Depositor and the Trustee, not later than March 15th
of each
calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge, based on such review, each
such party has fulfilled all of its obligations under this Agreement in all
material respects throughout such year or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
In the event that the Master Servicer or the Trustee has delegated any servicing
responsibilities with respect to the Mortgage Loans to a subservicer or
subcontractor, such servicer or subcontractor shall be directed by such
delegating party to deliver a similar Annual Statement of Compliance by such
subservicer or subcontractor to the Master Servicer, the Depositor and the
Trustee as described above as and when required with respect to the Master
Servicer and the Trustee.
Failure
of the Master Servicer to comply with this Section 3.13 (including
with respect to the timeframes required in this Section)
shall be
deemed an Event of Default with respect to such party, and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee
may
have under this Agreement and at law or in equity or to damages, including
injunctive relief and specific performance, upon notice, immediately terminate
all the rights and obligations of the Master Servicer under this Agreement
and
in and to the Mortgage Loans and the proceeds thereof without compensating
the
Master Servicer for the same. Failure of the Trustee to comply with this Section
3.13 (including with respect to the timeframes required in this Section) which
failure results in a failure to timely file the Form 10-K shall be deemed a
default which may result in the termination of the Trustee pursuant to Section
9.08 of this Agreement and the Depositor may, in addition to whatever rights
the
Depositor may have under this Agreement and at law or in equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Trustee under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating
the Trustee for the same. This paragraph shall supersede any other provision
in
this Agreement or any other agreement to the contrary.
In
the
event the Master Servicer, the Trustee or any subservicer or subcontractor
engaged by either such party is terminated or resigns pursuant to the terms
of
the Agreement, or any other applicable agreement in the case of a subservicer
or
subcontractor, as the case may be, such party shall provide an Annual Statement
of Compliance pursuant to this Section 3.13 or to the related section of such
other applicable agreement, as the case may be, as to the performance of its
obligations with respect to the period of time it was subject to this Agreement
or any other applicable agreement, as the case may be notwithstanding any such
termination or resignation.
Section
3.14 Assessments
of Compliance and Attestation Reports.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria. Pursuant to Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each
of
the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”)
at its own expense shall deliver to the Trustee, the Master Servicer and the
Depositor on or before March 15th
of
each
calendar year beginning in 2008, a report signed by an authorized officer of
such party regarding such Attesting Party’s assessment of compliance (an
“Assessment of Compliance”) with the Servicing Criteria during the preceding
calendar year. The Assessment of Compliance, as set forth in Regulation AB,
must
contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the related Attesting Party;
(b) A
statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit O 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 O hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund.
On
or
before March 15th of each calendar year beginning in 2008, each Attesting Party
shall furnish to the Master Servicer, the Depositor and the Trustee a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall cause any subservicer and each subcontractor determined
by
it to be “participating in the servicing function” within the meaning of Item
1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the
Depositor an Assessment of Compliance and Attestation Report as and when
provided above along with an indication of what Servicing Criteria are addressed
in such assessment.
The
Trustee shall confirm that the assessments, taken as a whole, address all of
the
Servicing Criteria and taken individually address the Servicing Criteria for
each party as set forth on Exhibit O and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor (as defined in the
related servicing agreement), an Assessment of Compliance is not required to
be
delivered unless it is required as part of a Form 10-K with respect to the
Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Master
Servicer shall (and shall cause each subservicer engaged by it to) provide
to
the Depositor and the Trustee information concerning the following: (A) any
Event of Default hereunder and any subservicer event of default under the terms
of the related Subservicing Agreement, (B) any merger, consolidation or sale
of
substantially all of the assets of the Master Servicer or, to the best of the
Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s
entry into an agreement with a subservicer to perform or assist in the
performance of any of the Master Servicer’s obligations.
In
addition, the Master Servicer shall cause each subservicer engaged by it to
provide the following information to the Depositor and the Trustee, to the
extent applicable, within the timeframes that the Master Servicer would
otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) information
regarding material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
Failure
of the Master Servicer to comply with this Section 3.14 (including with respect
to the timeframes required in this Section) shall be deemed an Event of Default,
and the Trustee at the direction of the Depositor shall, in addition to whatever
rights the Trustee may have under this Agreement and at law or in equity or
to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. Failure of the Trustee
to
comply with this Section 3.14 (including with respect to the timeframes required
in this Section) which failure results in a failure to timely file the Form
10-K
shall be deemed a default which may result in the termination of the Trustee
pursuant to Section 9.08 of this Agreement and the Depositor may, in addition
to
whatever rights the Depositor may have under this Agreement and at law or in
equity or to damages, including injunctive relief and specific performance,
upon
notice immediately terminate all of the rights and obligations of the Trustee
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Trustee for the same. This paragraph shall supersede
any other provision in this Agreement or any other agreement to the
contrary.
In
the
event the Master Servicer, the Custodian, the Trustee or any subservicer or
subcontractor engaged by any such party is terminated, assigns its rights and
obligations under, or resigns pursuant to, the terms of the Agreement, the
related Custodial Agreement, or any other applicable agreement in the case
of a
subservicer or subcontractor, as the case may be, such party shall provide an
Assessment of Compliance and cause to be provided an Attestation Report pursuant
to this Section 3.14 or to the related section of such other applicable
agreement, as the case may be, notwithstanding any such termination, assignment
or resignation.
Section
3.15 Books
and Records.
The
Master Servicer shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans which shall be
appropriately identified in the Master Servicer’s computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer shall maintain in its possession, available for inspection
by
the Trustee and shall deliver to the Trustee upon demand, evidence of compliance
with all federal, state and local laws, rules and regulations. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Master
Servicer may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including, but not limited to, optical
imagery techniques so long as the Master Servicer complies with the requirements
of Accepted Servicing Practices.
The
Master Servicer shall maintain with respect to each Mortgage Loan and shall
make
available for inspection by the Trustee the related servicing file during the
time such Mortgage Loan is subject to this Agreement and thereafter in
accordance with applicable law.
Payments
on the Mortgage Loans, including any payoffs, made in accordance with the
related Mortgage File will be entered in the Master Servicer’s set of books and
records no more than two Business Days after receipt and identification, and
allocated to principal or interest as specified in the related Mortgage
File.
Section
3.16 Reports
Filed with Securities and Exchange Commission.
(a) (i)Within
15
days after each Distribution Date (subject to permitted exceptions under the
Exchange Act), the Trustee shall, in accordance with industry standards, prepare
and file with the Commission via the Electronic Data Gathering and Retrieval
System (“XXXXX”), a Form 10-D, signed by the Master Servicer, with a copy of the
Monthly Statement to be furnished by the Trustee to the Certificateholders
for
such Distribution Date attached thereto; provided that the Trustee shall have
received no later than seven (7) calendar days after the related Distribution
Date, all information required to be provided to the Trustee as described in
clause (a)(ii) below. Any disclosure in addition to the Monthly Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall
be
reported by the parties set forth on Exhibit P to the Trustee and the Depositor
and approved by the Depositor pursuant to the paragraph immediately below,
and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure absent such reporting
(other than with respect to when it is the reporting party as set forth in
Exhibit P) and approval.
(ii) (A)
Within seven (7) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit P shall be required to provide, pursuant to section
3.16(a)(iv) below, to the Trustee and the Depositor, to the extent known, in
XXXXX-compatible format, or in such other format as otherwise agreed upon by
the
Trustee and the Depositor and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit P of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable
out-of-pocket expenses incurred by the Trustee in
connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(B) After
preparing the Form 10-D, the Trustee shall forward electronically a draft copy
of the Form 10-D to the Depositor and the Master Servicer for review. No later
than two (2) Business Days prior to the 15th calendar day after the related
Distribution Date, a duly authorized officer of the Master Servicer shall sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Trustee will follow the procedures set forth
in
Section 3.16(a)(v). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Trustee will make available on its internet
website identified in Section 5.06 a final executed copy of each Form 10-D.
The
signing party for the Master Servicer can be contacted at 000-000-0000.
Form
10-D requires the registrant to indicate (by checking "yes" or "no") that it
(1)
has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that
the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the fifth calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D, if the answer to
either question should be "no." The Trustee shall be entitled to rely on the
Depositor’s representations in Section 2.04(vi) in preparing and/or filing any
such Form 10-D. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under Sections 3.16(a)(i) and (v) related to the
timely preparation and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. It is understood by the parties hereto that the performance
by the Trustee of its duties under this Section 3.16(a)(ii) related to the
timely preparation, execution and filing of Form 10-D is also contingent upon
the Custodian and any subservicers or subcontractors strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-D Disclosure pursuant to the Custodial Agreement or any
other
applicable agreement. The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from
the
failure of any party hereto to deliver on a timely basis, any information needed
by the Trustee to prepare, arrange for execution or file such Form
10-D.
(iii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file, on behalf of the Trust, at the direction of the
Depositor, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file the initial Form 8-K in connection with the issuance of
the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit P to the Trustee and the Depositor and directed
and approved by the Depositor pursuant to the following paragraph, and the
Trustee will have no duty or liability for any failure hereunder to determine
or
prepare any Additional Form 8-K Disclosure absent such reporting (other than
with respect to when it is the reporting party as set forth in Exhibit P) and
approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, (i)
no
later than 12:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event the parties set forth in Exhibit P shall be
required pursuant to Section 3.16(a)(iv) below to provide to the Trustee and
the
Depositor, to the extent known, in XXXXX-compatible format, or in such other
form as otherwise agreed upon by the Trustee and the Depositor and such party,
the form and substance of any Form 8-K Disclosure Information, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the other parties listed on Exhibit P of their duties under
this
paragraph or to proactively solicit or procure from such parties any Additional
Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable out-of-pocket expenses incurred by the Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section.
(C) After
preparing the Form 8-K, the Trustee shall forward electronically a draft copy
of
the Form 8-K to the Depositor and the Master Servicer for review. No later
than
the end of business New York City time on the 3rd Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Trustee.
If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
be
amended, the Trustee will follow the procedures set forth in Section 3.16(a)(v).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Trustee will, make available on its internet website identified
in Section 5.06 a final executed copy of each Form 8-K. The signing party for
the Master Servicer can be contacted at 000-000-0000.
The
parties to this Agreement acknowledge that the performance by the Trustee of
its
duties under this Section 3.16(a)(iii) related to the timely preparation and
filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
3.16(a)(iii). It is understood by the parties hereto that the performance by
the
Trustee of its duties under this Section 3.16(a)(iii) related to the timely
preparation, execution and filing of Form 8-K is also contingent upon the
Custodian and any subservicers or subcontractors strictly observing deadlines
no
later than those set forth in this paragraph that are applicable to the parties
to this Agreement in the delivery to the Trustee of any necessary Form 8-K
Disclosure Information pursuant to the Custodial Agreement or any other
applicable agreement. The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 8-K, where such failure results from the
failure of any party hereto to deliver on a timely basis, any information needed
by the Trustee to prepare, arrange for execution or file such Form 8-K.
(D) On
or
prior to the 90th day after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2008, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
timeframes set forth in this Agreement, (I) an Annual Statement of Compliance
for the Trustee, Master Servicer and any subservicer, as described under Section
3.13, (II)(A) the Assessment of Compliance with Servicing Criteria for the
Master Servicer and each subservicer and subcontractor participating in the
servicing function, the Trustee and the Custodian, as described under Section
3.14, and (B) if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 3.14 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 3.14 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, (III)(A) the registered public
accounting firm Attestation Report for the Master Servicer, the Trustee and
the
Custodian, as described under Section 3.14, and (B) if any registered public
accounting firm Attestation Report described under Section 3.14 identifies
any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm Attestation
Report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included,
and
(IV) a Xxxxxxxx-Xxxxx Certification (“Xxxxxxxx-Xxxxx Certification”) as
described in this Section 3.16 (a)(iii)(D) below. Any disclosure or information
in addition to (I) through (IV) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set
forth on Exhibit P to the Trustee and the Depositor and, pursuant to the
paragraph immediately below, approved by the Depositor, and the Trustee will
have no duty or liability for any failure hereunder to determine or prepare
any
Additional Form 10-K Disclosure absent such reporting (other than with respect
to when it is the reporting party as set forth in Exhibit P) and
approval.
(E) No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit
P shall be required to provide pursuant to Section 3.16(a)(iv) below to the
Trustee and the Depositor, to the extent known, in XXXXX-compatible format,
or
in such other format as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of any Additional Form 10-K Disclosure,
if applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the other parties listed on Exhibit P of their
duties under this paragraph or to proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information. The Depositor will
be
responsible for any reasonable out-of-pocket expenses incurred by the Trustee
in
connection with including any Form 10-K Disclosure Information on Form 10-K
pursuant to this Section.
(F) After
preparing the Form 10-K, the Trustee shall forward electronically a draft copy
of the Form 10-K to the Depositor and the Master Servicer for review. Form
10-K
requires the registrant to indicate (by checking "yes" or "no") that it (1)
has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the fifteenth calendar day of March in any year in
which the Trust is subject to the reporting requirements of the Exchange Act,
if
the answer to either question should be "no." The Trustee shall be entitled
to
rely on the Depositor’s representations in Section 2.04(vi) in preparing and/or
filing any such Form 10-K. No
later
than 12:00 p.m. New York City time on the 4th Business Day prior to the 10-K
Filing Deadline, a senior officer of the Master Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax
copy
of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if
a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 3.16(a)(v). Promptly (but no later than one
(1)
Business Day) after filing with the Commission, the Trustee will make available
on its internet website identified in Section 5.06 a final executed copy of
each
Form 10-K. The
signing party for the Master Servicer can be contacted at 000-000-0000.
The
parties to this Agreement acknowledge that the performance by the Trustee of
its
duties under Section 3.16(a)(iv) related to the timely preparation and filing
of
Form 10-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under Section 3.13 and Section
3.14. It is understood by the parties hereto that the performance by the Trustee
of its duties under this Section 3.16(a)(iii) related to the timely preparation,
execution and filing of Form 10-K is also contingent upon the Custodian and
any
subservicer or subcontractor strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trustee of any necessary Additional Form 10-K Disclosure,
any annual statement of compliance and any assessment of compliance and
attestation pursuant to the Custodial Agreement or any other applicable
agreement. The Trustee shall have no liability for any loss, expense, damage
or
claim arising out of or with respect to any failure to properly prepare and/or
timely file such Form 10-K, where such failure results from the failure of
any
party hereto to deliver on a timely basis, any information needed by the Trustee
to prepare, arrange for execution or file such Form 10-K.
(G) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall,
and the Master Servicer shall cause any subservicer or subcontractor engaged
by
it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
“Certifying Person”), by March 15 of each year in which the Trust is subject to
the reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a “Back-Up Certification”),
in the form attached hereto as Exhibit K, upon which the Certifying Person,
the
entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely; provided, however, that the
Trustee shall not be required to undertake an analysis of any accountant’s
report attached as an exhibit to the Form 10-K. The senior officer of the Master
Servicer shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at 000-000-0000.
In
the
event the Trustee is terminated or resigns pursuant to the terms of this
Agreement or any subcontractor or subservicer is terminated pursuant to the
related servicing agreement, the Trustee, subcontractor or subservicer, as
applicable, shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 3.16(a)(iii) with respect to the period of time it
was
subject to this Agreement or the related servicing agreement, as
applicable.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
Q, 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 P as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
3.16(a)(i) through (iii) above. Each of the Master Servicer, Seller, and
Depositor hereby agree to notify and provide (to the extent known) to the
Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
with respect to which such party is indicated in Exhibit P as the responsible
party for providing that information. Within
five Business Days prior to each Distribution Date occurring in any year that
the Trust is subject to the Exchange Act reporting requirements, the Depositor
shall make available to the Trustee the related Significance Estimate and the
Trustee shall use such information to calculate the related Significance
Percentage. The
Trustee shall provide the Significance Percentage to the Depositor by the later
of the Distribution Date or three (3) Business Days after the receipt of the
Significance Estimate from the Depositor. If the Significance Percentage meets
either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of
Regulation AB, the Trustee shall deliver written notification to the Depositor
and the related Swap Provider to that effect. The
Trustee shall request from the Depositor and the Depositor shall deliver to
the
Trustee any information that the related Swap Provider delivered to the
Depositor as required under Regulation AB, to the extent required under the
related Swap Agreement. The Depositor shall be obligated to provide to the
Trustee (no later than, in the case of Form 10-D, the seventh calendar day
after
the Distribution Date and in the case of Form 10-K, March 15th
in any
year in which a Form 10-K is filed for the Trust) any information that may
be
required to be included in any Form 10-D, Form 8-K or Form 10-K or written
notification instructing the Trustee that such Additional Disclosure regarding
the related Swap Provider is not necessary for such Distribution Date.
The
Master Servicer shall be responsible for determining the pool concentration
applicable to any subservicer or originator at any time.
(v) (A)
On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act.
(B) In
the
event that the Trustee is unable to timely file with the Commission all or
any
required portion of any Forms 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered
to it
or delivered to it after the delivery deadlines set forth in this Agreement
or
for any other reason, the Trustee will immediately notify the Depositor and
the
Master Servicer. In the case of Forms 10-D and 10-K, the Depositor, Master
Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a
10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.
In
the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Forms 8-K, 10-D or 10-K needs to be amended, the Trustee will
notify the Depositor and the Master Servicer and such parties will cooperate
to
prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any
amendment to Forms 8-K, 10-D or 10-K shall be signed by a senior officer of
the
Master Servicer. The Depositor and Master Servicer acknowledge that the
performance by the Trustee of its duties under this Section 3.16(a)(vi) related
to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Forms 8-K, 10-D or 10-K is contingent upon the Master Servicer and the
Depositor performing their duties under this Section. The Trustee shall have
no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
the failure of any party hereto to deliver on a timely basis, any information
needed by the Trustee to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with
the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 3.16; provided, however, the Trustee shall
cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Exchange
Act. Copies of all reports filed by the Trustee under the Exchange Act shall
be
sent to: the Depositor c/o Bear, Xxxxxxx & Co. Inc., Attn: Managing Director
Analysis and Control, Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000-0000.
Fees and expenses incurred by the Trustee in connection with this Section 3.16
shall not be reimbursable from the Trust Fund.
(b) The
Trustee shall indemnify and hold harmless, the Depositor and the Master Servicer
and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Trustee’s obligations under Sections 3.13, 3.14 and 3.16 or
the Trustee’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trustee shall indemnify and hold harmless the
Depositor and the Master Servicer and each of their officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any Back-Up Certification,
the Annual Statement of Compliance, the Assessment of Compliance, any Additional
Disclosure or other information provided by the Trustee pursuant to Section
3.13, 3.14 and 3.16 (the “Trustee Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Trustee
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Trustee Information or any portion
thereof is presented together with or separately from such other
information.
(c) The
Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Depositor under Section 3.13, Section 3.14 and Section 3.16
or the Depositor’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Depositor shall indemnify and hold harmless the
Trustee and each of its officers, directors and affiliates from and against
any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Additional Disclosure or other information provided by
the
Depositor pursuant to Section 3.16 (the “Depositor Information”), or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that clause (ii) of this paragraph shall be construed solely
by
reference to the Depositor Information and not to any other information
communicated in connection with the Certificates, without regard to whether
the
Depositor Information or any portion thereof is presented together with or
separately from such other information.
(d) The
Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
and their respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon a breach of the obligations of the Master Servicer under Section
3.13, Section 3.14 and Section 3.16 or the Master Servicer’s negligence, bad
faith or willful misconduct in connection therewith. In addition, the Master
Servicer shall indemnify and hold harmless the Trustee and the Depositor and
each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Xxxxxxxx-Xxxxx Certification, the Annual Statement of
Compliance, the Assessment of Compliance, any Additional Disclosure or other
information provided by the Master Servicer pursuant to Section 3.13, 3.14
and
3.16 (the “Master Servicer Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Master
Servicer Information and not to any other information communicated in connection
with the Certificates, without regard to whether the Master Servicer Information
or any portion thereof is presented together with or separately from such other
information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, the Depositor or the Trustee, as applicable,
then
the defaulting party, in connection with a breach of its respective obligations
under Section 3.13, Section 3.14 and Section 3.16 or its respective negligence,
bad faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of
the
losses, claims, damages or liabilities of the other party in such proportion
as
is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
(e) Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form
10-K
or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information
as
set forth in Section 3.16(a) or required signatures on such Form 10-K or any
certification contained therein shall not be regarded as a breach by the Trustee
of any obligation under this Agreement.
(f) Notwithstanding
the provisions of Section 11.01, this Section 3.16 may be amended without the
consent of the Certificateholders.
Section
3.17 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14
and
3.16 of this Agreement is to facilitate compliance by the Seller and the
Depositor with the provisions of Regulation AB. Therefore, each of the parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent with
any such amendments, interpretive advice or guidance, convention or consensus
among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the
parties shall comply with reasonable requests made by the Seller, the Trustee
or
the Depositor for delivery of additional or different information as the Seller,
the Trustee or the Depositor may determine in good faith is necessary to comply
with the provisions of Regulation AB, and (d) no amendment of this Agreement
shall be required to effect any such changes in the parties’ obligations as are
necessary to accommodate evolving interpretations of the provisions of
Regulation AB.
Section
3.18 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
3.19 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase any such Mortgage Loan or REO Property from the Trust
at a
price equal to the Purchase Price; provided however (i) that such Mortgage
Loan
is still 90 days or more delinquent or is an REO Property as of the date of
such
purchase and (ii) this purchase option, if not theretofore exercised, shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by EMC to a third party, including a holder of a Class of
Certificates.
If
at any
time EMC remits to the Master Servicer a payment for deposit in the Protected
Account covering the amount of the Purchase Price for such a Mortgage Loan,
and
EMC provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Protected
Account, then the Trustee shall execute the assignment of such Mortgage Loan
prepared and delivered to the Trustee, at the request of EMC, without recourse,
representation or warranty, to EMC which shall succeed to all the Trustee’s
right, title and interest in and to such Mortgage Loan, and all security and
documents relative thereto. Such assignment shall be an assignment outright
and
not for security. EMC will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section
3.20 Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Scheduled Payments or Stated Principal Balances that were made by the Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account with respect to the related Loan Group from its own funds
the amount of any such shortfall and shall indemnify and hold harmless the
Trust
Fund, the Trustee, the Depositor and any Successor Master Servicer in respect
of
any such liability. Such indemnities shall survive the termination or discharge
of this Agreement. Notwithstanding the foregoing, this Section 3.20 shall not
limit the ability of the Master Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note and
Mortgage, to the extent permitted by applicable law.
Section
3.21 Group
I Reserve Fund; Payments to and from Swap Administrator; Group I Supplemental
Interest Trust.
(a) Pursuant
to the Swap Administration Agreement, the Group I Supplemental Interest Trust
shall be established and maintained in the name of the Group I Supplemental
Interest Trustee, as a separate trust, the corpus of which shall be held by
the
Group I Supplemental Interest Trust Trustee, for the benefit of the Holders
of
the Class I-A Certificates and Class I-M Certificates and the Group I Swap
Provider. The Group I Supplemental Interest Trust shall hold the Group I Swap
Agreement, the rights in respect of the Swap Administration Agreement that
relate to Loan Group I, the Group I Swap Account and REMIC VII Regular Interest
IO. The Group I Swap Account shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled
with,
any other moneys, including, without limitation, other moneys of the Trustee
held pursuant to this Agreement. Amounts in the Group I Swap Account shall,
at
the direction of the Majority Class I-CE Certificateholder, be invested in
Permitted Investments that mature no later than the Business Day prior to the
next succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Majority Class I-CE Certificateholder, not as a
distribution in respect of any interest in any REMIC, on such Distribution
Date.
In the absence of written instructions to the Trustee, amounts on deposit in
the
Group I Swap Account shall remain uninvested. All amounts earned on amounts
on
deposit in the Group I Swap Account shall be taxable to the Majority Class
I-CE
Certificateholder. Any losses on such investments shall be deposited in the
Group I Swap Account by the Majority Class I-CE Certificateholder out of its
own
funds immediately as realized. In performing its duties hereunder and under
the
Group I Swap Agreement and the rights in respect of the Swap Administration
Agreement that relate to Loan Group I, the Group I Supplemental Interest Trust
Trustee shall be entitled to the same rights, protections and indemnities as
provided to the Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Group I Reserve Fund
on
behalf of the Holders of the Group I Certificates. On the Closing Date, the
Depositor shall cause an amount equal to the Group I Reserve Fund Deposit to
be
deposited into the Group I Reserve Fund. The Group I Reserve Fund must be an
Eligible Account. The Group I Reserve Fund shall be entitled “Group I Reserve
Fund, LaSalle Bank National Association as Trustee for the benefit of holders
of
Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series
2007-HE2”. The Trustee shall deposit in the Group I Reserve Fund all payments
received from the Swap Administrator that are payable to the Trust Fund with
respect to Loan Group I pursuant to the Swap Administration Agreement. On each
Distribution Date the Trustee shall remit such amounts received from the Swap
Administrator to the Holders of the Class I-A Certificates and Class I-M
Certificates in the manner provided in clause (d) below. In addition, on each
Distribution Date as to which there is a Basis Risk Shortfall Carry Forward
Amount payable to any Class of Class I-A Certificates and/or Class I-M
Certificates, the Trustee shall deposit the amounts distributable pursuant
to
clauses (C) and (D) of Section 5.04(a)(3) into the Group I Reserve Fund, and
the
Trustee has been directed by the Class I-CE Certificateholder to distribute
any
amounts then on deposit in the Group I Reserve Fund to the Holders of the Class
I-A Certificates and/or Class I-M Certificates in respect of the Basis Risk
Shortfall Carry Forward Amounts for each such Class in the priorities set forth
in clauses (C) and (D) of Section 5.04(a)(3). Any amount paid to the Holders
of
Class I-A Certificates and/or Class I-M Certificates from amounts distributable
pursuant to clauses (C) and (D) of Section 5.04(a)(3) pursuant to the preceding
sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be
treated as distributed to the Class I-CE Certificateholder in respect of the
Class I-CE Certificates and paid by the Class I-CE Certificateholder to the
Holders of the Class I-A Certificates and/or Class I-M Certificates. Any
payments to the Holders of the Class I-A Certificates and/or Class I-M
Certificates in respect of Basis Risk Shortfall Carry Forward Amounts, whether
pursuant to the second preceding sentence or pursuant to clause (d) below,
shall
not be payments with respect to a Regular Interest in a REMIC within the meaning
of Section 860G(a)(1) of the Code.
(c) Group
I
Net Swap Payments and Group I Swap Termination Payments (other than Group I
Swap
Termination Payments resulting from a Group I Swap Provider Trigger Event
and
other
than to the extent already paid by the Swap Administrator on behalf of the
Group
I Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement interest rate swap agreement that may be entered
into
by the Group I Supplemental Interest Trust Trustee)
payable
by the Swap Administrator, on behalf of the Group I Supplemental Interest Trust
Trustee, to the Group I Swap Provider pursuant to the Group I Swap Agreement
shall be deducted from Interest Funds with respect to Loan Group I, and to
the
extent of any such remaining amounts due, from Principal Funds with respect
to
Loan Group I, prior to any distributions to the Group I Certificateholders.
On
or before each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Group I Swap Account, first to make any
Group I Net Swap Payment owed to the Group I Swap Provider pursuant to the
Group
I Swap Agreement for such Distribution Date and for prior Distribution Dates,
if
any, and second to make any Group I Swap Termination Payment (not due to a
Group
I Swap Provider Trigger Event and other than to the extent already paid by
the
Swap Administrator on behalf of the Group I Supplemental Interest Trust Trustee
from any upfront payment received pursuant to any related replacement interest
rate swap agreement that may be entered into by the Group I Supplemental
Interest Trust Trustee) owed to the Group I Swap Provider pursuant to the Group
I Swap Agreement for such Distribution Date and for prior Distribution Dates,
if
any. For federal income tax purposes, such amounts paid to the Group I
Supplemental Interest Trust on each Distribution Date shall first be deemed
paid
to the Group I Supplemental Interest Trust in respect of REMIC VII Regular
Interest IO to the extent of the amount distributable on such REMIC VII Regular
Interest IO on such Distribution Date, and any remaining amount shall be deemed
paid to the Group I Supplemental Interest Trust in respect of a Group I Class
IO
Distribution Amount. Any Group I Swap Termination Payment triggered by a Group
I
Swap Provider Trigger Event owed to the Group I Swap Provider pursuant to the
Group I Swap Agreement will be subordinated to distributions to the Holders
of
the Class I-A Certificates and Class I-M Certificates and shall be paid as
set
forth under Section 5.04(a)(3). In addition, the Swap Administrator shall remit
to the Group I Swap Provider any Group I Swap Optional Termination Payment
paid
as part of the Group I Mortgage Loan Purchase Price and remitted to the Group
I
Supplemental Interest Trust pursuant to Section 10.01.
(d) On
or
before each Distribution Date, Group I Net Swap Payments payable by the Group
I
Swap Provider pursuant to the Group I Swap Agreement to the Swap Administrator,
on behalf of the Group I Supplemental Interest Trust Trustee, will be deposited
by the Swap Administrator, acting on behalf of the Group I Supplemental Interest
Trust Trustee, into the Group I Swap Account pursuant to the Swap Administration
Agreement. The Swap Administrator shall, to the extent provided in the Swap
Administration Agreement, remit amounts on deposit in the Group I Swap Account
to the Trustee for deposit into the Group I Reserve Fund. On each Distribution
Date, to the extent required, the Trustee shall withdraw such amounts from
the
Group I Reserve Fund to distribute to the Class I-A Certificates and Class
I-M
Certificates in the following order of priority:
(i) first,
to each
Class of Class I-A Certificates, on a pro
rata
basis,
to pay Current Interest and any Interest Carry Forward Amount to the extent
due
to the interest portion of a Realized Loss, in each case to the extent not
fully
paid pursuant to Section 5.04(a)(1);
(ii) second,
sequentially to the Class
I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class
I-M-7, Class I-M-8, Class I-M-9
and
Class I-M-10 Certificates, in that order, to pay Current Interest to the extent
not fully paid pursuant to Section 5.04(a)(1) and any Interest Carry Forward
Amount, in each case to the extent due to the interest portion of a Realized
Loss;
(iii) third,
to pay
first, to each Class of Class I-A Certificates, on a pro
rata
basis,
based on the amount of Basis Risk Shortfall Carry Forward Amount for each such
Class, and second, sequentially to the Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9
and
Class I-M-10 Certificates, in that order, any Basis Risk Shortfall Carry Forward
Amounts for such Distribution Date; and
(iv) fourth,
to pay
as principal to the Class I-A Certificates and Class I-M Certificates to be
applied as part of the Group I Extra Principal Distribution Amount payable
under
Section 5.04(a)(2) to the extent that the Group I Overcollateralization Amount
is reduced below the Group I Overcollateralization Target Amount, as a result
of
Realized Losses and to the extent not paid by Excess Spread relating to Loan
Group I pursuant to Section 5.04(a)(3) for such Distribution Date. For the
avoidance of doubt, any amounts distributable pursuant to this clause (iv)
shall
be limited to rebuilding overcollateralization related to Loan Group I to the
extent overcollateralization has been reduced through Realized Losses related
to
Loan Group I.
(e) The
Group
I Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Group I Reserve Fund. The Majority Class I-CE Certificateholder
shall be the beneficial owner of the Group I Reserve Fund, subject to the power
of the Trustee to transfer amounts under Section 5.04. Amounts
in the Group I Reserve Fund shall, at the direction of the Majority Class I-CE
Certificateholder, be invested in Permitted Investments that mature no later
than the Business Day prior to the next succeeding Distribution Date. All net
income and gain from such investments shall be distributed to the Majority
Class
I-CE Certificateholder, not as a distribution in respect of any interest in
any
REMIC, on such Distribution Date. In
the
absence of written instructions to the Trustee, amounts on deposit in the Group
I Reserve Fund shall remain uninvested. All
amounts earned on amounts on deposit in the Group I Reserve Fund shall be
taxable to the Majority Class I-CE Certificateholder. Any losses on such
investments shall be deposited in the Group I Reserve Fund by the Majority
Class
I-CE Certificateholder out of its own funds immediately as realized.
The
Group
I Swap Account, which is created and maintained by the Swap Administrator
pursuant to the Swap Administration Agreement, is an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h) and shall not
be
an asset of any REMIC created hereunder. The beneficial owner of the Group
I
Swap Account is identified, and other matters relating to the Group I Swap
Account are addressed, in the Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Group I Certificates (other than the Class
I-P, Class I-CE and Class I-R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class I-CE Certificates.
Pursuant to each such notional principal contract, all Holders of Group I
Certificates (other than the Class I-P, Class I-CE and Class I-R Certificates)
shall be treated as having agreed to pay, on each Distribution Date, to the
Holder of the Class I-CE Certificates an aggregate amount equal to the excess,
if any, of (i) the amount payable on such Distribution Date on the REMIC IV
Regular Interest corresponding to such Class of Certificates over (ii) the
amount payable on such Class of Certificates on such Distribution Date (such
excess, a “Group I Class IO Distribution Amount”). A Group I Class IO
Distribution Amount payable from interest collections shall be allocated on
a
pro
rata
basis
among such Certificates based on the excess of, with respect to each such
Certificate, (i) the amount of interest otherwise payable to the REMIC IV
Regular Interest relating to such Certificate over (ii) the amount of interest
payable to such Certificate at a per annum rate equal to the related Net Rate
Cap, and a Group I Class IO Distribution Amount payable from principal
collections shall be allocated to the most subordinate Class of Group I
Certificates with an outstanding principal balance to the extent of such
balance. In addition, pursuant to such notional principal contract, the Holder
of the Class I-CE Certificates shall be treated as having agreed to pay Basis
Risk Shortfall Carry Forward Amounts with respect to Loan Group I to the Holders
of the Group I Certificates (other than the Class I-CE, Class I-P and Class
I-R
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Group I Certificates from amounts deemed received in respect of this
notional principal contract shall not be payments with respect to a Regular
Interest in a REMIC within the meaning of Code Section 860G(a)(1). However,
any
payment from the Group I Certificates (other than the Class I-CE, Class I-P
and
Class I-R Certificates) of a Group I Class IO Distribution Amount shall be
treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC IV and as having been paid
by such Holders to the Swap Administrator pursuant to the notional principal
contract. Thus, each Group I Certificate (other than the Class I-P Certificates
and Class I-R Certificates) shall be treated as representing not only ownership
of a Regular Interest in a REMIC, but also ownership of an interest in, and
obligations with respect to, a notional principal contract.
(g) Upon
a
Group I Swap Early Termination other than in connection with the Optional
Termination relating to Loan Group I, the Swap Administrator, pursuant to the
Swap Administration Agreement, shall use reasonable efforts to appoint a
successor swap provider to enter into a new interest rate swap agreement on
terms substantially similar to the Group I Swap Agreement, with a successor
swap
provider meeting all applicable eligibility requirements. If the Swap
Administrator receives a Group I Swap Termination Payment from the Group I
Swap
Provider in connection with such Group I Swap Early Termination, the Swap
Administrator will apply such Group I Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Swap
Administrator is required to pay a Group I Swap Termination Payment to the
Group
I Swap Provider in connection with such Group I Swap Early Termination, the
Swap
Administrator will apply any upfront payment received from the successor swap
provider to pay such Group I Swap Termination Payment. If the Swap Administrator
is unable to appoint a successor swap provider within 30 days of the Group
I
Swap Early Termination, then the Swap Administrator will deposit any Group
I
Swap Termination Payment received from the original Group I Swap Provider into
a
separate, non-interest bearing reserve account and will, on each subsequent
distribution date, withdraw from the amount then remaining on deposit in such
reserve account an amount equal to the Group I Net Swap Payment, if any, that
would have been paid to the Swap Administrator by the original Group I Swap
Provider calculated in accordance with the terms of the original Group I Swap
Agreement, and distribute such amount to the Holders of the Class I-A
Certificates and Class I-M Certificates or for such other purpose specified
in
the Swap Administration Agreement in accordance with the terms
thereof.
(h) In
the
event that the Group I Swap Provider fails to perform any of its obligations
under the Group I Swap Agreement (including,
without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that an Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Group I Swap Agreement) occurs with respect to the
Group
I Swap Agreement, the Group I Supplemental Interest Trust Trustee shall,
provided the Group I Supplemental Interest Trust Trustee has actual knowledge
of
such failure, breach or occurrence by the Group I Swap Provider, immediately,
but no later than the next Business Day following such failure, breach, or
occurrence, notify the Depositor and send any notices and make any demands,
on
behalf of the Group I Supplemental Interest Trust, in accordance with the Group
I Swap Agreement.
(i) In
the
event that the Group I Swap Provider’s obligations are guaranteed by a third
party under a guaranty relating to the Group I Swap Agreement (such guaranty
the
“Group I Guaranty” and such third party the “Group I Guarantor”), then to the
extent that the Group I Swap Provider fails to make any payment by the close
of
business on the day it is required to make payment under the terms of the Group
I Swap Agreement, the Group I Supplemental Interest Trust Trustee shall, as
soon
as practicable, but no later than two (2) Business Days after the Group I Swap
Provider’s failure to pay, demand that the Group I Guarantor make any and all
payments then required to be made by the Group I Guarantor pursuant to such
Group I Guaranty. The Group I Swap Provider or the Depositor shall promptly
provide the Group I Supplemental Interest Trust Trustee with a copy of such
Group I Guaranty; provided that, the Group I Supplemental Interest Trust Trustee
shall in no event be liable for any failure or delay in the performance by
the
Group I Swap Provider or any Group I Guarantor of its obligations hereunder
or
pursuant to the Group I Swap Agreement and the Group I Guaranty, nor for any
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
(j) The
Group
I Supplemental Interest Trust Trustee shall cause any replacement swap provider
to provide a copy of the related replacement
interest
rate swap agreement to the Depositor.
Section
3.22 Group
II Reserve Fund; Payments to and from Swap Administrator; Group II Supplemental
Interest Trust.
(a) Pursuant
to the Swap Administration Agreement, the Group II Supplemental Interest Trust
shall be established and maintained in the name of the Group II Supplemental
Interest Trustee, as a separate trust, the corpus of which shall be held by
the
Group II Supplemental Interest Trust Trustee, for the benefit of the Holders
of
the Class II-A Certificates and Class II-M Certificates and the Group II Swap
Provider. The Group II Supplemental Interest Trust shall hold the Group II
Swap
Agreement, the rights in respect of the Swap Administration Agreement that
relate to Loan Group II, the Group II Swap Account and REMIC X Regular Interest
IO. The Group II Swap Account shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled
with,
any other moneys, including, without limitation, other moneys of the Trustee
held pursuant to this Agreement. Amounts in the Group II Swap Account shall,
at
the direction of the Majority Class II-CE Certificateholder, be invested in
Permitted Investments that mature no later than the Business Day prior to the
next succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Majority Class II-CE Certificateholder, not as
a
distribution in respect of any interest in any REMIC, on such Distribution
Date.
In the absence of written instructions to the Trustee, amounts on deposit in
the
Group II Swap Account shall remain uninvested. All amounts earned on amounts
on
deposit in the Group II Swap Account shall be taxable to the Majority Class
II-CE Certificateholder. Any losses on such investments shall be deposited
in
the Group II Swap Account by the Majority Class II-CE Certificateholder out
of
its own funds immediately as realized. In performing its duties hereunder and
under the Group II Swap Agreement and the rights in respect of the Swap
Administration Agreement that relate to Loan Group II, the Group II Supplemental
Interest Trust Trustee shall be entitled to the same rights, protections and
indemnities as provided to the Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Group II Reserve Fund
on
behalf of the Holders of the Group II Certificates. On the Closing Date, the
Depositor shall cause an amount equal to the Group II Reserve Fund Deposit
to be
deposited into the Group II Reserve Fund. The Group II Reserve Fund must be
an
Eligible Account. The Group II Reserve Fund shall be entitled “Group II Reserve
Fund, LaSalle Bank National Association as Trustee for the benefit of holders
of
Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series
2007-HE2”. The Trustee shall deposit in the Group II Reserve Fund all payments
received from the Swap Administrator that are payable to the Trust Fund with
respect to Loan Group II pursuant to the Swap Administration Agreement. On
each
Distribution Date the Trustee shall remit such amounts received from the Swap
Administrator to the Holders of the Class II-A Certificates and Class II-M
Certificates in the manner provided in clause (d) below. In addition, on each
Distribution Date as to which there is a Basis Risk Shortfall Carry Forward
Amount payable to any Class of Class II-A Certificates and/or Class II-M
Certificates, the Trustee shall deposit the amounts distributable pursuant
to
clauses (C) and (D) of Section 5.04(b)(4) into the Group II Reserve Fund, and
the Trustee has been directed by the Class II-CE Certificateholder to distribute
any amounts then on deposit in the Group II Reserve Fund to the Holders of
the
Class II-A Certificates and/or Class II-M Certificates in respect of the Basis
Risk Shortfall Carry Forward Amount for each such Class in the priorities set
forth in clauses (C) and (D) of Section 5.04(b)(4). Any amount paid to the
Holders of Class II-A Certificates and/or Class II-M Certificates from amounts
distributable pursuant to clauses (C) and (D) of Section 5.04(b)(4) pursuant
to
the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
shall be treated as distributed to the Class II-CE Certificateholder in respect
of the Class II-CE Certificates and paid by the Class II-CE Certificateholder
to
the Holders of the Class II-A Certificates and/or Class II-M Certificates.
Any
payments to the Holders of the Class II-A Certificates and/or Class II-M
Certificates in respect of Basis Risk Shortfall Carry Forwards Amount, whether
pursuant to the second preceding sentence or pursuant to clause (d) below,
shall
not be payments with respect to a Regular Interest in a REMIC within the meaning
of Section 860G(a)(1) of the Code.
(c) Group
II
Net Swap Payments and Group II Swap Termination Payments (other than Group
II
Swap Termination Payments resulting from a Group II Swap Provider Trigger Event
and other than to the extent already paid by the Swap Administrator on behalf
of
the Group II Supplemental Interest Trust Trustee from any upfront payment
received pursuant to any related replacement interest rate swap agreement that
may be entered into by the Group II Supplemental Interest Trust Trustee) payable
by the Swap Administrator, on behalf of the Group II Supplemental Interest
Trust
Trustee, to the Group II Swap Provider pursuant to the Group II Swap Agreement
shall be deducted from Interest Funds with respect to Loan Group II, and to
the
extent of any such remaining amounts due, from Principal Funds with respect
to
Loan Group II, prior to any distributions to the Group II Certificateholders.
On
or
before each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Group II Swap Account, first to make
any
Group II Net Swap Payment owed to the Group II Swap Provider pursuant to the
Group II Swap Agreement for such Distribution Date and for prior Distribution
Dates, if any, and second to make any Group II Swap Termination Payment
(not
due
to a Group II Swap Provider Trigger Event and other than to the extent already
paid by the Swap Administrator on behalf of the Group II Supplemental Interest
Trust Trustee from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the Group
II Supplemental Interest Trust Trustee) owed to the Group II Swap Provider
pursuant to the Group II Swap Agreement for such Distribution Date and for
prior
Distribution Dates, if any. For federal income tax purposes, such amounts paid
to the Group II Supplemental Interest Trust on each Distribution Date shall
first be deemed paid to the Group II Supplemental Interest Trust in respect
of
REMIC X Regular Interest IO to the extent of the amount distributable on such
REMIC X Regular Interest IO on such Distribution Date, and any remaining amount
shall be deemed paid to the Group II Supplemental Interest Trust in respect
of a
Group II Class IO Distribution Amount. Any Group II Swap Termination Payment
triggered by a Group II Swap Provider Trigger Event owed to the Group II Swap
Provider pursuant to the Group II Swap Agreement will be subordinated to
distributions to the Holders of the Class II-A Certificates and Class II-M
Certificates and shall be paid as set forth under Section 5.04(b)(4). In
addition, the Swap Administrator shall remit to the Group II Swap Provider
any
Group II Swap Optional Termination Payment paid as part of the Group II Mortgage
Loan Purchase Price and remitted to the Group II Supplemental Interest Trust
pursuant to Section 10.01.
(d) On
or
before each Distribution Date, Group II Net Swap Payments payable by the Group
II Swap Provider pursuant to the Group II Swap Agreement to the Swap
Administrator, on behalf of the Group II Supplemental Interest Trust Trustee,
will be deposited by the Swap Administrator, acting on behalf of the Group
II
Supplemental Interest Trust Trustee, into the Group II Swap Account pursuant
to
the Swap Administration Agreement. The Swap Administrator shall, to the extent
provided in the Swap Administration Agreement, remit amounts on deposit in
the
Group II Swap Account to the Trustee for deposit into the Group II Reserve
Fund.
On each Distribution Date, to the extent required, the Trustee shall withdraw
such amounts from the Group II Reserve Fund to distribute to the Class II-A
Certificates and Class II-M Certificates in the following order of
priority:
(i) first,
to each
Class of Class II-A Certificates, on a pro
rata
basis,
to pay Current Interest and any Interest Carry Forward Amount to the extent
due
to the interest portion of a Realized Loss, in each case to the extent not
fully
paid pursuant to Section 5.04(b)(1);
(ii) second,
sequentially to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9 and Class
II-M-10 Certificates, in that order, to pay Current Interest to the extent
not
fully paid pursuant to Section 5.04(b)(1) and any Interest Carry Forward Amount,
in each case to the extent due to the interest portion of a Realized
Loss;
(iii) third,
to pay
first, to each Class of Class II-A Certificates, on a pro
rata
basis,
based on the amount of Basis Risk Shortfall Carry Forward Amount for each such
Class, and second, sequentially to the Class II-M-1, Class II-M-2, Class II-M-3,
Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class
II-M-9 and Class II-M-10 Certificates, in that order, any Basis Risk Shortfall
Carry Forward Amounts for such Distribution Date; and
(iv) fourth,
to pay
as principal to the Class II-A Certificates and Class II-M Certificates to
be
applied as part of the Group II Extra Principal Distribution Amount payable
under Section 5.04(b)(2) to the extent that the Group II Overcollateralization
Amount is reduced below the Group II Overcollateralization Target Amount, as
a
result of Realized Losses and to the extent not paid by Excess Spread relating
to Loan Group II pursuant to Section 5.04(b)(4) for such Distribution Date.
For
the avoidance of doubt, any amounts distributable pursuant to this clause (iv)
shall be limited to rebuilding overcollateralization related to Loan Group
II to
the extent overcollateralization has been reduced through Realized Losses
related to Loan Group II.
(e) The
Group
II Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Group II Reserve Fund. The Majority Class II-CE Certificateholder
shall be the beneficial owner of the Group II Reserve Fund, subject to the
power
of the Trustee to transfer amounts under Section 5.04. Amounts in the Group
II
Reserve Fund shall, at the direction of the Majority Class II-CE
Certificateholder, be invested in Permitted Investments that mature no later
than the Business Day prior to the next succeeding Distribution Date. All net
income and gain from such investments shall be distributed to the Majority
Class
II-CE Certificateholder, not as a distribution in respect of any interest in
any
REMIC, on such Distribution Date. In
the
absence of written instructions to the Trustee, amounts on deposit in the Group
II Reserve Fund shall remain uninvested. All
amounts earned on amounts on deposit in the Group II Reserve Fund shall be
taxable to the Majority Class II-CE Certificateholder. Any losses on such
investments shall be deposited in the Group II Reserve Fund by the Majority
Class II-CE Certificateholder out of its own funds immediately as realized.
The
Group II Swap Account, which is created and maintained by the Swap Administrator
pursuant to the Swap Administration Agreement, is an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h) and shall not
be
an asset of any REMIC created hereunder. The beneficial owner of the Group
II
Swap Account is identified, and other matters relating to the Group II Swap
Account are addressed, in the Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Group II Certificates (other than the Class
II-P, Class II-CE and Class II-R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class II-CE Certificates.
Pursuant to each such notional principal contract, all Holders of Group II
Certificates (other than the Class II-P, Class II-CE and Class II-R
Certificates) shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class II-CE Certificates an aggregate amount equal
to
the excess, if any, of (i) the amount payable on such Distribution Date on
the
REMIC IV Regular Interest corresponding to such Class of Certificates over
(ii)
the amount payable on such Class of Certificates on such Distribution Date
(such
excess, a “Group II Class IO Distribution Amount”). A Group II Class IO
Distribution Amount payable from interest collections shall be allocated on
a
pro
rata
basis
among such Certificates based on the excess of, with respect to each such
Certificate, (i) the amount of interest otherwise payable to the REMIC IV
Regular Interest relating to such Certificate over (ii) the amount of interest
payable to such Certificate at a per annum rate equal to the related Net Rate
Cap, and a Group II Class IO Distribution Amount payable from principal
collections shall be allocated to the most subordinate Class of Group II
Certificates with an outstanding principal balance to the extent of such
balance. In addition, pursuant to such notional principal contract, the Holder
of the Class II-CE Certificates shall be treated as having agreed to pay Basis
Risk Shortfall Carry Forward Amounts with respect to Loan Group II to the
Holders of the Group II Certificates (other than the Class II-CE, Class II-P
and
Class II-R Certificates) in accordance with the terms of this Agreement. Any
payments to the Group II Certificates from amounts deemed received in respect
of
this notional principal contract shall not be payments with respect to a Regular
Interest in a REMIC within the meaning of Code Section 860G(a)(1). However,
any
payment from the Group II Certificates (other than the Class II-CE, Class II-P
and Class II-R Certificates) of a Group II Class IO Distribution Amount shall
be
treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC IV and as having been paid
by such Holders to the Swap Administrator pursuant to the notional principal
contract. Thus, each Group II Certificate (other than the Class II-P
Certificates and Class II-R Certificates) shall be treated as representing
not
only ownership of a Regular Interest in a REMIC, but also ownership of an
interest in, and obligations with respect to, a notional principal
contract.
(g) Upon
a
Group II Swap Early Termination other than in connection with the Optional
Termination relating to Loan Group II, the Swap Administrator, pursuant to
the
Swap Administration Agreement, shall use reasonable efforts to appoint a
successor swap provider to enter into a new interest rate swap agreement on
terms substantially similar to the Group II Swap Agreement, with a successor
swap provider meeting all applicable eligibility requirements. If the Swap
Administrator receives a Group II Swap Termination Payment from the Group II
Swap Provider in connection with such Group II Swap Early Termination, the
Swap
Administrator will apply such Group II Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Swap
Administrator is required to pay a Group II Swap Termination Payment to the
Group II Swap Provider in connection with such Group II Swap Early Termination,
the Swap Administrator will apply any upfront payment received from the
successor swap provider to pay such Group II Swap Termination Payment. If the
Swap Administrator is unable to appoint a successor swap provider within 30
days
of the Group II Swap Early Termination, then the Swap Administrator will deposit
any Group II Swap Termination Payment received from the original Group II Swap
Provider into a separate, non-interest bearing reserve account and will, on
each
subsequent distribution date, withdraw from the amount then remaining on deposit
in such reserve account an amount equal to the Group II Net Swap Payment, if
any, that would have been paid to the Swap Administrator by the original Group
I
Swap Provider calculated in accordance with the terms of the original Group
II
Swap Agreement, and distribute such amount to the Holders of the Class II-A
Certificates and Class II-M Certificates or for such other purpose specified
in
the Swap Administration Agreement in accordance with the terms
thereof.
(h) In
the
event that the Group II Swap Provider fails to perform any of its obligations
under the Group II Swap Agreement (including,
without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that an Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Group II Swap Agreement) occurs with respect to the
Group II Swap Agreement, the Group II Supplemental Interest Trust Trustee shall,
provided the Group II Supplemental Interest Trust Trustee has actual knowledge
of such failure, breach or occurrence by the Group II Swap Provider,
immediately, but no later than the next Business Day following such failure,
breach, or occurrence, notify the Depositor and send any notices and make any
demands, on behalf of the Group II Supplemental Interest Trust, in accordance
with the Group II Swap Agreement.
(i) In
the
event that the Group II Swap Provider’s obligations are guaranteed by a third
party under a guaranty relating to the Group II Swap Agreement (such guaranty
the “Group II Guaranty” and such third party the “Group II Guarantor”), then to
the extent that the Group II Swap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Group II Swap Agreement, the Group II Supplemental Interest Trust Trustee
shall, as soon as practicable, but no later than two (2) Business Days after
the
Group II Swap Provider’s failure to pay, demand that the Group II Guarantor make
any and all payments then required to be made by the Group II Guarantor pursuant
to such Group II Guaranty. The Group II Swap Provider or the Depositor shall
promptly provide the Group II Supplemental Interest Trust Trustee with a copy
of
such Group II Guaranty; provided that, the Group II Supplemental Interest Trust
Trustee shall in no event be liable for any failure or delay in the performance
by the Group II Swap Provider or any Group II Guarantor of its obligations
hereunder or pursuant to the Group II Swap Agreement and the Group II Guaranty,
nor for any special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits) in connection
therewith.
(j) The
Group
II Supplemental Interest Trust Trustee shall cause any replacement swap provider
to provide a copy of the related replacement interest rate swap agreement to
the
Depositor.
Section
3.23 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A Certificates or Class M Certificates.
In
the
event that any Class A Certificate or Class M Certificate is resecuritized
in a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC IV Regular Interest corresponding to such Class A
Certificate or Class M Certificate shall, for the avoidance of doubt, be deemed
to include the related Class IO Distribution Amount, and (ii) to the extent
provided in the operative documents for the Resecuritization REMIC, (a) payments
on the “regular interests” issued by the Resecuritization REMIC shall be deemed
to include in the aggregate such Class IO Distribution Amount, and (b) such
Class IO Distribution Amount shall be deemed paid to the holder of the related
Class CE Certificates pursuant to a notional principal contract entered into
by
the holders of one or more “regular interests” issued by the Resecuritization
REMIC (“Resecuritization Holders”) and the Holder of the related Class CE
Certificates. In such event, Class IO Distribution Amounts deemed paid by
Resecuritization Holders under clause (b) of the immediately preceding sentence
shall be paid on behalf of such holders pursuant to Section 3.21(c) hereof
with
respect to Loan Group I and Section 3.22(c) hereof with respect to Loan Group
II.
Section
3.24 Advancing
Facility.
(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
with the consent of the Master Servicer in the case of the Trustee and, in
each
case, with notice to the Rating Agencies, is hereby authorized to enter into
a
facility (the “Advancing Facility”) with any Person which provides that such
Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
the Trust Fund under this Agreement, although no such facility shall reduce
or
otherwise affect the Master Servicer’s obligation to fund such Advances and/or
Servicing Advances. If the Master Servicer enters into such an Advancing
Facility pursuant to this Section 3.24, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, confirming its
receipt of notice of the existence of such Advancing Facility. To the extent
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trustee with notice acknowledged by the Master Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.24(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advancing Facility that entitle the Advancing Person to request
reimbursement from the Trustee, rather than the Master Servicer, and include
the
Master Servicer’s acknowledgment thereto or proof of an Event of Default under
the Advancing Facility. The Trustee shall have no duty or liability with respect
to any calculation of any reimbursement to be paid to an Advancing Person and
shall be entitled to rely without independent investigation on the Advancing
Person’s notice provided pursuant to this Section 3.24. An Advancing Person
whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a Master
Servicer or a subservicer pursuant to Section 8.02 hereof and will not be deemed
to be a subservicer under this Agreement.
(b) If
an
Advancing Facility is entered into, then the Master Servicer shall not be
permitted to reimburse itself therefor under Section 4.02(a)(ii), Section
4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 4.02. The Trustee is hereby
authorized to pay to the Advancing Person, reimbursements for Advances and
Servicing Advances from the Distribution Account to the same extent the Master
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii)
or Section 4.02(a)(v), as the case may be, had the Master Servicer itself funded
such Advance or Servicing Advance. The Trustee is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.24 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.24, including amendments to add provisions
relating to a Successor Master Servicer, may be entered into by the Trustee
and
the Master Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
ACCOUNTS
Section
4.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Master Servicer shall make reasonable efforts in accordance with customary
and
usual standards of practice of prudent mortgage lenders in the respective states
in which the Mortgaged Properties are located to collect all payments called
for
under the terms and provisions of the Mortgage Loans to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any related Required Insurance Policy. Consistent with the foregoing, the
Master Servicer may in its discretion (i) waive any late payment charge and
(ii)
extend the due dates for payments due on a Mortgage Note for a period not
greater than 125 days. In the event of any such arrangement, the Master Servicer
shall make Advances on the related Mortgage Loan during the scheduled period
in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled
to
reimbursement therefor in accordance with Section 5.01. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In
addition, if (x) a Mortgage Loan is in default or default is reasonably
foreseeable, the Master Servicer may also waive, modify or vary any term of
any
Mortgage Loan or consent to the postponement of strict compliance with any
such
term or in any manner grant indulgence to any mortgagor, including without
limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding
such amount to the outstanding principal balance of the Mortgage Loan, (2)
defer
such amounts to a later date or the final payment date of such Mortgage Loan,
(3) extend the maturity of any such Mortgage Loan, but in no instance past
the
date on which the final payment is due on the latest maturing Mortgage Loan
as
of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject to
clause (y) below), provided that, in the Master Servicer’s determination, such
waiver, modification, postponement or indulgence is not materially adverse
to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action),
or (y)
the Master Servicer delivers to the Trustee a certification addressed to the
Trustee, based on the advice of counsel or certified public accountants, in
either case, that have a national reputation with respect to taxation of REMICs,
that a modification of such Mortgage Loan will not result in the imposition
of
taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III,
REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X, the
Master Servicer may, (A) amend the related Mortgage Note to reduce the Mortgage
Rate applicable thereto, provided that such reduced Mortgage Rate shall in
no
event be lower than 5.00% with respect to any Mortgage Loan and (B) amend any
Mortgage Note to extend the maturity thereof.
(b) The
Master Servicer shall not waive (or permit a sub-servicer to waive) any
Prepayment Charge unless: (i) the enforceability thereof shall have been limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action
if
the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated
in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates
to a default or a reasonably foreseeable default and would, in the reasonable
judgment of the Master Servicer, maximize recovery of total proceeds taking
into
account the value of such Prepayment Charge and the related Mortgage Loan.
If
a
Prepayment Charge is waived, but does not meet the standards described above,
then the Master Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the related Class P Certificates, by remitting such
amount to the Trustee by the Distribution Account Deposit Date with respect
to
such Loan Group.
(c) The
Master Servicer shall establish and maintain a Protected Account (which shall
at
all times be an Eligible Account) with a depository institution in the name
of
the Master Servicer for the benefit of the Trustee on behalf of the
Certificateholders and designated “EMC Mortgage Corporation, as Master Servicer,
for the benefit of LaSalle Bank National Association, in trust for registered
Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE2”. The Master Servicer shall deposit or cause to be
deposited into the Protected Account on a daily basis within two Business Days
of receipt and identification, except as otherwise specifically provided herein,
the following payments and collections remitted by subservicers or received
by
it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) with
respect to each Loan Group, all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) with
respect to each Loan Group, all payments on account of interest on the Mortgage
Loans net of the Servicing Fee permitted under Section 3.10 and LPMI Fees,
if
any;
(iii) with
respect to each Loan Group, all Liquidation Proceeds, Subsequent Recoveries
and
Insurance Proceeds, other than proceeds to be applied to the restoration or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with
the Master Servicer’s normal servicing procedures;
(iv) with
respect to each Loan Group, any amount required to be deposited by the Master
Servicer pursuant to Section 4.01(c) in connection with any losses on Permitted
Investments;
(v) with
respect to each Loan Group, any amounts required to be deposited by the Master
Servicer pursuant to Section 3.05;
(vi) with
respect to each Loan Group, any Prepayment Charges collected on the Mortgage
Loans; and
(vii) with
respect to each Loan Group, any other amounts required to be deposited
hereunder.
The
foregoing requirements for remittance by the Master Servicer into the Protected
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees, if collected, need not be remitted by the Master
Servicer. In the event that the Master Servicer shall remit any amount with
respect to a Loan Group not required to be remitted and not otherwise subject
to
withdrawal pursuant to Section 4.02, it may at any time withdraw or direct
the
institution maintaining the Protected Account, to withdraw such amount from
the
Protected Account with respect to such Loan Group, any provision herein to
the
contrary notwithstanding. Such withdrawal or direction may be accomplished
by
delivering written notice thereof to the institution maintaining the Protected
Account, that describes the amounts deposited in error in the Protected Account.
The Master Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section. Reconciliations will be prepared
for
the Protected Account within 45 calendar days after the bank statement cut-off
date. All funds deposited in the Protected Account shall be held in trust for
the related Certificateholders until withdrawn in accordance with Section
4.02.
(d) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Master Servicer, in Permitted
Investments which shall mature not later than the Distribution Account Deposit
Date and shall not be sold or disposed of prior to its maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the benefit
of the Certificateholders. All income and gain net of any losses realized from
any such investment shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The amount
of any losses incurred in the Protected Account in respect of any such
investments shall be deposited by the Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(e) The
Master Servicer shall give at least 30 days advance notice to the Trustee,
the
Mortgage Loan Sellers, each Rating Agency and the Depositor of any proposed
change of location of the Protected Account prior to any change
thereof.
Section
4.02 Permitted
Withdrawals From the Protected Account.
(a) The
Master Servicer may from time to time make withdrawals from the Protected
Account with respect to the related Loan Group for the following
purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Master
Servicer), as servicing compensation in accordance with Section 3.10, that
portion of any payment of interest that equals the Servicing Fee for the period
with respect to which such interest payment was made, and, as additional
servicing compensation, those other amounts set forth in Section
3.10;
(ii) to
reimburse the Master Servicer for Advances made by it with respect to the
related Mortgage Loans; provided, however, that the Master Servicer’s right of
reimbursement pursuant to this subclause (ii) shall be limited to amounts
received on particular Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
represent late recoveries of payments of principal and/or interest on such
particular Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to
reimburse the Master Servicer for any previously made portion of a Servicing
Advance or an Advance made by the Master Servicer that, in the good faith
judgment of the Master Servicer, will not be ultimately recoverable by it from
the related Mortgagor, any related Liquidation Proceeds, Insurance Proceeds
or
otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to
clause (ii) or clause (v);
(iv) to
reimburse the Master Servicer from Insurance Proceeds for Insured Expenses
covered by the related Insurance Policy;
(v) to
pay
the Master Servicer any unpaid Servicing Fees and to reimburse it for any
unreimbursed Servicing Advances, provided, however, that the Master Servicer’s
right to reimbursement for Servicing Advances pursuant to this subclause (v)
with respect to any Mortgage Loan shall be limited to amounts received on
particular Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
Insurance Proceeds, Subsequent Recoveries and purchase and repurchase proceeds)
that represent late recoveries of the payments for which such Servicing Advances
were made;
(vi) to
pay to
the Seller, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.19 of this
Agreement, all amounts received thereon and not taken into account in
determining the related Stated Principal Balance of such repurchased Mortgage
Loan;
(vii) to
pay
any expenses recoverable by the Master Servicer pursuant to Section 7.04 of
this
Agreement;
(viii) to
withdraw pursuant to Section 4.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(ix) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 10.01 hereof.
In
addition, no later than 10:00 a.m. Eastern time on the Distribution Account
Deposit Date, the Master Servicer shall withdraw from the Protected Account
and
remit to the Trustee the amount of Interest Funds (without taking into account
any reduction in the amount of Interest Funds attributable to the application
of
clause (c) of the definition thereof contained in Article I of this Agreement)
and Principal Funds collected, to the extent on deposit, and the Trustee shall
deposit such amount in the Distribution Account. In addition, on or before
the
Distribution Account Deposit Date, the Master Servicer shall remit to the
Trustee for deposit in the Distribution Account any Advances or any payments
of
Compensating Interest required to be made by the Master Servicer with respect
to
the Mortgage Loans. Furthermore, on each Distribution Account Deposit Date,
the
Master Servicer shall remit to the Trustee all Prepayment Charges collected
by
the Master Servicer with respect to the Mortgage Loans during the related
Prepayment Period. If the Master Servicer fails to remit any funds due by the
time designated herein, the Master Servicer shall pay to the Trustee, out of
its
own funds, interest accrued at the prime rate as set forth in the Wall Street
Journal, from and including the applicable due date, to but excluding the day
such funds are paid to the Trustee.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Protected Account pursuant to subclauses (i), (ii), (iv), (v), (vi) and (vii)
above. Prior to making any withdrawal from the Protected Account pursuant to
subclause (iii), the Master Servicer shall deliver to the Trustee an Officer’s
Certificate of a Servicing Officer indicating the amount of any previous Advance
or Servicing Advance determined by the Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loan(s), and their respective
portions of such Nonrecoverable Advance.
Section
4.03 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each Mortgage Loan, to the extent required by the related Mortgage
Note, the Master Servicer shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Master Servicer to compel
a
Mortgagor to establish an Escrow Account in violation of applicable
law.
Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Master Servicer
out
of related collections for any payments made with respect to each Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.05 (with respect to hazard insurance), to refund to
any
Mortgagors for any Mortgage Loans any sums as may be determined to be overages,
to pay interest, if required by law or the terms of the related Mortgage or
Mortgage Note, to such Mortgagors on balances in the Escrow Account or to clear
and terminate the Escrow Account at the termination of this Agreement in
accordance with Section 10.01 thereof. The Escrow Account shall not be a part
of
the Trust Fund.
Section
4.04 Distribution
Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Certificateholders, the Distribution Account as a segregated trust
account or accounts.
(b) All
amounts deposited to the Distribution Account shall be held by the Trustee
in
the name of the Trustee in trust for the benefit of the Certificateholders
in
accordance with the terms and provisions of this Agreement.
(c) The
Distribution Account shall constitute an Eligible Account of the Trust Fund
segregated on the books of the Trustee and held by the Trustee and the
Distribution Account and the funds deposited therein shall not be subject to,
and shall be protected from, all claims, liens, and encumbrances of any
creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person,
the
Business Day preceding such Distribution Date. All investment earnings on
amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The Trustee
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there
is
any loss on a Permitted Investment or demand deposit, the Trustee shall deposit
the amount of the loss from its own funds in the Distribution Account not later
than the applicable Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders. With respect to the
Distribution Account and the funds deposited therein, the Trustee shall take
such action as may be necessary to ensure that the Certificateholders shall
be
entitled to the priorities afforded to such a trust account (in addition to
a
claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and
applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking
corporations.
Section
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will make or cause to be made such withdrawals or transfers from the
Distribution Account for the following purposes:
(i) to
pay to
itself the Trustee Fee;
(ii) to
reimburse the Trustee, Supplemental Interest Trust Trustees or the Swap
Administrator for expenses, costs and liabilities incurred by or reimbursable
to
it pursuant to this Agreement;
(iii) to
pay
investment income to the Trustee;
(iv) to
remove
amounts deposited in error;
(v) with
respect to each Loan Group, to make distributions to the Swap Administrator
for
payment to the related Swap Provider as provided in this Agreement;
and
(vi) to
clear
and terminate the Distribution Account pursuant to Section 10.01.
(b) On
each
Distribution Date, the Trustee shall distribute Interest Funds with respect
to
each Loan Group and Principal Funds with respect to each Loan Group in the
Distribution Account to the Holders of the Certificates in accordance with
Section 5.04.
Section
4.06 Class
I-P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class I-P Certificateholders, the Class I-P Certificate Account as a
segregated trust account or accounts.
(b) On
the
Closing Date, the Depositor will deposit, or cause to be deposited in the Class
I-P Certificate Account, an amount equal to $100. All amounts deposited to
the
Class I-P Certificate Account shall be held by the Trustee in the name of the
Trustee in trust for the benefit of the Class I-P Certificateholders in
accordance with the terms and provisions of this Agreement. The amount on
deposit in the Class I-P Certificate Account shall be held
uninvested.
Section
4.07 Class
II-P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class II-P Certificateholders, the Class II-P Certificate Account as
a
segregated trust account or accounts.
(b) On
the
Closing Date, the Depositor will deposit, or cause to be deposited in the Class
II-P Certificate Account, an amount equal to $100. All amounts deposited to
the
Class II-P Certificate Account shall be held by the Trustee in the name of
the
Trustee in trust for the benefit of the Class II-P Certificateholders in
accordance with the terms and provisions of this Agreement. The amount on
deposit in the Class II-P Certificate Account shall be held
uninvested.
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01 Advances.
The
Master Servicer shall, or shall cause the related subservicer pursuant to the
Subservicing Agreement to, make an Advance (other than any balloon payments)
and
deposit such Advance in the Protected Account with respect to the related Loan
Group. Each such Advance shall be remitted to the Distribution Account with
respect to the related Loan Group no later than 10:00 a.m. Eastern time on
the
Distribution Account Deposit Date in immediately available funds. The Master
Servicer shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If the Master Servicer
shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Master Servicer shall deliver (i) to the Trustee for the benefit
of
the Certificateholders the portion of such Advance that is not deemed
Nonrecoverable, if applicable, and (ii) to the Depositor, each Rating Agency
and
the Trustee an Officer’s Certificate setting forth the basis for such
determination. Subject to the Master Servicer’s recoverability determination, in
the event that a subservicer fails to make a required Advance, the Master
Servicer shall be required to remit the amount of such Advance to the
Distribution Account with respect to the related Loan Group.
In
lieu
of making all or a portion of such Advance from its own funds, the Master
Servicer may (i) cause to be made an appropriate entry in its records relating
to the Protected Account that any Amount Held for Future Distributions with
respect to the related Loan Group has been used by the Master Servicer in
discharge of its obligation to make any such Advance and (ii) transfer such
funds from the Protected Account with respect to the related Loan Group to
the
Distribution Account. Any funds so applied and transferred shall be replaced
by
the Master Servicer by deposit in the Distribution Account with respect to
the
related Loan Group, no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds
are
required to be distributed pursuant to this Agreement.
Unless
otherwise described in this Agreement, the Master Servicer shall discontinue
making Advances with respect to any second lien Mortgage Loan that becomes
60
days delinquent. Notwithstanding anything in this Section 5.01 to the contrary,
the Master Servicer shall not be obligated to deliver an Officer’s Certificate
pursuant to the preceding sentence since no determination has been made as
to
whether such Advances are Nonrecoverable Advances. If the Master Servicer
determines that a net recovery is possible through foreclosure proceedings
or
other disposition of the second lien Mortgage Loan that becomes 60 days
Delinquent, the Master Servicer may continue making advances on such second
lien
Mortgage Loan.
The
Master Servicer shall be entitled to be reimbursed from the Protected Account
with respect to the related Loan Group for all Advances of its own funds made
pursuant to this Section as provided in Section 4.02. The obligation to make
Advances with respect to any Mortgage Loan shall continue until such Mortgage
Loan is paid in full or the related Mortgaged Property or related REO Property
has been liquidated or until the purchase or repurchase thereof (or substitution
therefor) from the Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section 5.01.
Subject
to and in accordance with the provisions of Article VIII hereof, in the event
the Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, or any other Successor Master Servicer appointed hereunder,
shall be obligated to make such Advance, subject to the provisions of this
Section 5.01. For the avoidance of doubt, if the Master Servicer discontinues
making any Advances pursuant to the third paragraph of this Section 5.01, the
Trustee shall not be obligated to make such Advance.
Section
5.02 Compensating
Interest Payments.
In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to any
Mortgage Loan, the Master Servicer shall, to the extent of the Servicing Fee
for
such Distribution Date, deposit into the Distribution Account with respect
to
the related Loan Group, as a reduction of the Servicing Fee for such
Distribution Date, no later than the close of business on the Business Day
immediately preceding such Distribution Date, an amount equal to such Prepayment
Interest Shortfall; and in case of such deposit, the Master Servicer shall
not
be entitled to any recovery or reimbursement from the Depositor, the Trustee,
the Seller, the Trust Fund or the related Certificateholders.
Section
5.03 REMIC
Distributions.
On
each
Distribution Date the Trustee shall be deemed to have allocated distributions
to
the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular
Interests and REMIC IV Regular Interests in accordance with Section 5.07
hereof.
Section
5.04 Distributions.
(a) Subject
to Section 3.21(c), on
each
Distribution Date, an amount equal to the Interest Funds and Principal Funds
for
Loan Group I for such Distribution Date shall be withdrawn by the Trustee from
the Distribution Account and distributed in the following order of
priority:
(1) Interest
Funds in respect of Loan Group I shall be distributed in the following manner
and order of priority:
(i) |
To
the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates,
the Current Interest and then any Interest Carry Forward Amount for
each
such Class, on a pro
rata
basis, based on the entitlement of each such Class;
and
|
(ii) |
From
remaining Interest Funds in respect of Loan Group I, sequentially
to the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5,
Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9 and Class I-M-10
Certificates, in that order, the Current Interest for each such Class.
|
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 shall be the Group I Extra Principal Distribution Amount and shall be
included as part of the related Principal Distribution Amount. Any related
Remaining Excess Spread together with any Group I Overcollateralization Release
Amount shall be applied as Excess Cashflow with respect to Loan Group I and
distributed pursuant to clauses (a)(3)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls with respect to the Group I Mortgage Loans to the extent
not
covered by Compensating Interest will be allocated to the Group I Certificates
as set forth in the definition of “Current Interest” herein and Section
1.02.
(2) On
each
Distribution Date, the Principal Distribution Amount with respect to Loan Group
I shall be distributed in the following manner and order of
priority:
(A) For
each
Distribution Date (i) prior to the Group I Stepdown Date or (ii) on which a
Group I Trigger Event is in effect:
(i) |
To
the Class I-A Certificates, the related Principal Distribution Amount
for
such Distribution Date, sequentially, to the Class I-A-1, Class I-A-2,
Class I-A-3 and Class I-A-4 Certificates, in that order, in each
case
until the Certificate Principal Balance thereof is reduced to zero;
|
(ii) |
To
the Class I-M-1 Certificates, from any remaining Principal
Distribution Amount in
respect of Loan Group I for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to zero;
|
(iii) |
To
the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(iv) |
To
the Class I-M-3 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(v) |
To
the Class I-M-4 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(vi) |
To
the Class I-M-5 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(vii) |
To
the Class I-M-6 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(viii) |
To
the Class I-M-7 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(ix) |
To
the Class I-M-8 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(x) |
To
the Class I-M-9 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
and
|
(xi) |
To
the Class I-M-10 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero.
|
(B) For
each
Distribution Date on or after the Group I Stepdown Date, so long as a Group
I
Trigger Event is not in effect:
(i) |
To
the Class I-A Certificates, the Class I-A Principal Distribution
Amount
for such Distribution Date, sequentially to the Class I-A-1, Class
I-A-2,
Class I-A-3 and Class I-A-4 Certificates, in that order, in each
case
until the Certificate Principal Balance thereof is reduced to
zero;
|
(ii) |
To
the Class I-M-1 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-1 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(iii) |
To
the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-2 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(iv) |
To
the Class I-M-3 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-3 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(v) |
To
the Class I-M-4 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-4 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(vi) |
To
the Class I-M-5 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-5 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(vii) |
To
the Class I-M-6 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-6 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(viii) |
To
the Class I-M-7 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-7 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(ix) |
To
the Class I-M-8 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-8 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(x) |
To
the Class I-M-9 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-9 Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
and
|
(xi) |
To
the Class I-M-10 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-10 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero.
|
(3) Any
Excess Cashflow with respect to Loan Group I shall be distributed in the
following manner and order of priority:
(A) To
the
Class I-A Certificates, (a) first, any remaining Interest Carry Forward Amount
for such Classes, on a pro
rata
basis,
in accordance with the Interest Carry Forward Amount due with respect to each
such Class,
to the
extent not fully paid pursuant to clause (a)(1) above
and
Section 3.21(d) and (b) second, any Unpaid Realized Loss Amount for such Classes
for such Distribution Date, on a pro
rata
basis,
in accordance with the Applied Realized Loss Amount allocated to each such
Class;
(B) From
any
remaining Excess Cashflow with respect to Loan Group I, sequentially, to the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6,
Class I-M-7, Class I-M-8, Class I-M-9 and Class I-M-10, Certificates, in that
order, an amount equal to the Interest Carry Forward Amount for each such Class
for such Distribution Date to the extent not fully paid pursuant to Section
3.21(d);
(C) From
any
remaining Excess Cashflow with respect to Loan Group I otherwise distributable
to the Class I-CE Interest and the Class I-CE Certificates, to the Group I
Reserve Fund, (i) first, to pay to the Classes of Class I-A Certificates, any
Basis Risk Shortfall Carry Forward Amount for such Classes for such Distribution
Date, on a pro
rata
basis,
based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
such Class to the extent not paid pursuant to Section 3.21(d) and to the extent
such amount exceeds the amounts then on deposit in the Group I Reserve Fund,
and
(ii) second, to maintain a balance in the Group I Reserve Fund equal to the
Group I Reserve Fund Deposit;
(D) From
any
remaining Excess Cashflow with respect to Loan Group I otherwise distributable
to the Class I-CE Interest and the Class I-CE Certificates, to the Group I
Reserve Fund, (i) first, to pay to the Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9
and
Class I-M-10 Certificates, sequentially in that order, any Basis Risk Shortfall
Carry Forward Amount for each such Class for such Distribution Date, if any,
in
each case to the extent not paid pursuant to Section 3.21(d) and to the extent
such amount exceeds the amounts then on deposit in the Group I Reserve Fund,
and
(ii) second, to maintain a balance in the Group I Reserve Fund equal to the
Group I Reserve Fund Deposit;
(E) From
any
remaining Excess Cashflow with respect to Loan Group I, to the Class I-A
Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class
I-M-7, Class I-M-8, Class I-M-9 and Class I-M-10 Certificates, in that order,
the amount of Relief Act Shortfalls and any Prepayment Interest Shortfalls
allocated to such Classes of Certificates, to the extent not previously
reimbursed;
(F) From
any
remaining Excess Cashflow with respect to Loan Group I, to the Swap
Administrator for payment to the Group I Swap Provider, any Group I Swap
Termination Payments due to a Group I Swap Provider Trigger Event owed by the
Trust Fund with respect to Loan Group I (other than to the extent already paid
by the Swap Administrator from any upfront payment received pursuant to any
related replacement interest rate swap agreement that may be entered into by
the
Group I Supplemental Interest Trust Trustee);
(G) From
any
remaining Excess Cashflow with respect to Loan Group I, to the Class I-CE
Interest and Class I-CE Certificates, an amount equal to the Class I-CE
Distribution Amount reduced by amounts distributed in clauses (C) and (D) above;
and
(H) From
any
remaining Excess Cashflow with respect to Loan Group I, to each of the Class
I-R-1, Class I-R-2, Class I-R-3 and Class I-RX Certificates, based on the
related REMIC in which such amounts remain.
On
each
Distribution Date, all amounts with respect to Prepayment Charges with respect
to Loan Group I shall be distributed to the Holders of the Class I-P Interest
and the Class I-P Certificates, provided that such distributions shall not
be in
reduction of the principal balance thereof. On the Distribution Date immediately
following the expiration of the latest Prepayment Charge term with respect
to
Loan Group I as identified on the Mortgage Loan Schedule, any amount on deposit
in the Class I-P Certificate Account will be distributed to the Holders of
the
Class I-P Interest and the Class I-P Certificates in reduction of the
Certificate Principal Balance thereof.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
I-A Certificates or Class I-M Certificates has been reduced to zero, that Class
of Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Group
I
Class IO Distribution Amount is payable from principal collections, Principal
Distribution Amounts related to Loan Group I will be deemed paid to the most
subordinate Class of Group I Regular Certificates (other than the Class I-P
Certificates), until the Certificate Principal Balance thereof has been reduced
to zero, and such amount will be paid pursuant to Section 3.21(f).
(b) Subject
to Section 3.22(c), on each Distribution Date, an amount equal to the Interest
Funds and Principal Funds for Loan Group II for such Distribution Date shall
be
withdrawn by the Trustee from the Distribution Account and distributed in the
following order of priority:
(1) Interest
Funds in respect of Loan Group II shall be distributed in the following manner
and order of priority:
(A) From
Interest Funds in respect of:
(i) |
Subgroup
II-1, to the Class II-1A-1, Class II-1A-2, Class II-1A-3 and Class
II-1A-4
Certificates, the Current Interest and then any Interest Carry Forward
Amount for each such Class, on a pro
rata
basis, based on the entitlement of each such Class;
|
(ii) |
Subgroup
II-2, to the Class II-2A Certificates, the Current Interest and then
any
Interest Carry Forward Amount for such
Class;
|
(iii) |
Subgroup
II-3, to the Class II-3A Certificates, the Current Interest and then
any
Interest Carry Forward Amount for such Class;
and
|
(B) From
remaining Interest Funds in respect of:
(i) |
Subgroup
II-1, to the Class II-2A Certificates and Class II-3A Certificates,
the
remaining Current Interest, if any, and the remaining Interest Carry
Forward Amount, if any for such Classes, on a pro
rata
basis, based on the entitlement of each such Class;
|
(ii) |
Subgroup
II-2, to the Class II-1A Certificates and Class II-3A Certificates,
the
remaining Current Interest, if any, and the remaining Interest Carry
Forward Amount, if any for such Classes, on a pro
rata
basis, based on the entitlement of each such Class;
|
(iii) |
Subgroup
II-3, to the Class II-1A Certificates and Class II-2A Certificates,
the
remaining Current Interest, if any, and the remaining Interest Carry
Forward Amount, if any for such Classes, on a pro
rata
basis, based on the entitlement of each such Class; and
|
(C) From
remaining Interest Funds in respect of Loan Group II, sequentially, to the
Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
Class II-M-7, Class II-M-8, Class II-M-9 and Class II-M-10 Certificates, in
that
order, the Current Interest for each such Class.
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 shall be the Group II Extra Principal Distribution Amount and
shall be included as part of the related Principal Distribution Amount. Any
related Remaining Excess Spread together with any Group II Overcollateralization
Release Amount shall be applied as Excess Cashflow with respect to Loan Group
II
and distributed pursuant to clauses (b)(4)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls with respect to the Group II Mortgage Loans to the extent
not covered by Compensating Interest will be allocated to the Group II
Certificates as set forth in the definition of “Current Interest” herein and
Section 1.02.
(2) On
each
Distribution Date, the Principal Distribution Amount with respect to Loan Group
II shall be distributed in the following manner and order of
priority:
(A) For
each
Distribution Date (i) prior to the Group II Stepdown Date or (ii) on which
a
Group II Trigger Event is in effect:
(i) |
To
the Class II-A Certificates, the related Principal Distribution Amount
for
such Distribution Date to be distributed as
follows:
|
(1) from
the
Subgroup II-1 Principal Distribution Amount for such Distribution Date,
sequentially to the Class II-1A-1, Class II-1A-2, Class II-1A-3 and Class
II-1A-4 Certificates, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero;
(2) from
the
Subgroup II-2 Principal Distribution Amount for such Distribution Date, to
the
Class II-2A Certificates, until the Certificate Principal Balance thereof is
reduced to zero; and
(3) from
the
Subgroup II-3 Principal Distribution Amount for such Distribution Date, to
the
Class II-3A Certificates, until the Certificate Principal Balance thereof is
reduced to zero;
(ii) |
To
the Class II-M-1 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(iii) |
To
the Class II-M-2 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(iv) |
To
the Class II-M-3 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(v) |
To
the Class II-M-4 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(vi) |
To
the Class II-M-5 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
(vii) |
To
the Class II-M-6 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(viii) |
To
the Class II-M-7 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(ix) |
To
the Class II-M-8 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
|
(x) |
To
the Class II-M-9 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero;
and
|
(xi) |
To
the Class II-M-10 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, until
the
Certificate Principal Balance thereof is reduced to zero.
|
(B) For
each
Distribution Date on or after the Group II Stepdown Date, so long as a Group
II
Trigger Event is not in effect:
(i) |
To
the Class II-A Certificates, the related Principal Distribution Amount
for
such Distribution Date to be distributed as
follows:
|
(1) From
the
Subgroup II-1 Principal Distribution Amount for such Distribution Date,
sequentially to the Class II-1A-1, Class II-1A-2, Class II-1A-3 and Class
II-1A-4 Certificates, in that order, the Class II-1A Principal Distribution
Amount for such Distribution Date, in each case until the Certificate Principal
Balance thereof is reduced to zero;
(2) From
the
Subgroup II-2 Principal Distribution Amount for such Distribution Date, to
the
Class II-2A Certificates, the Class II-2A Principal Distribution Amount for
such
Distribution Date, until the Certificate Principal Balance thereof is reduced
to
zero; and
(3) From
the
Subgroup II-3 Principal Distribution Amount for such Distribution Date, to
the
Class II-3A Certificates, the Class II-3A Principal Distribution Amount for
such
Distribution Date, until the Certificate Principal Balance thereof is reduced
to
zero;
(ii) |
To
the Class II-M-1 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-1 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to zero;
|
(iii) |
To
the Class II-M-2 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-2 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
|
(iv) |
To
the Class II-M-3 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-3 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
|
(v) |
To
the Class II-M-4 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-4 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
|
(vi) |
To
the Class II-M-5 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-5 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
|
(vii) |
To
the Class II-M-6 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-6 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to zero;
|
(viii) |
To
the Class II-M-7 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-7 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to zero;
|
(ix) |
To
the Class II-M-8 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-8 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to zero;
|
(x) |
To
the Class II-M-9 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-9 Principal Distribution Amount for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to zero;
and
|
(xi) |
To
the Class II-M-10 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-10 Principal Distribution Amount for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to zero.
|
Notwithstanding
the provisions of clauses (2)(A) and (B) above, with respect to Loan Group
II,
if on any Distribution Date the Class II-A Certificates related to a Subgroup
are no longer outstanding, the portion of the related Principal Distribution
Amount or the applicable Class II-A Principal Distribution Amount, as
applicable, otherwise allocable to such Class II-A Certificates will be
allocated to the remaining Subgroup or Subgroups of Class II-A Certificates
pro
rata among the remaining subgroups based on the Certificate Principal Balances
thereof in the same manner and order of priority for such Subgroup described
in
clauses (2)(A) and (B) above, after taking into account principal payments
pursuant to clauses (2)(A) and (B) above, until the Certificate Principal
Balances thereof have been reduced to zero.
(3) Any
Excess Cashflow with respect to Loan Group II shall be distributed in the
following manner and order of priority:
(A) Excess
Cashflow with respect to Loan Group II, to the Class II-A Certificates, (a)
first, any remaining Interest Carry Forward Amount for such Classes, on a
pro
rata
basis,
in accordance with the Interest Carry Forward Amount due with respect to each
such Class, to the extent not fully paid pursuant to clause (b)(1) above and
Section 3.22(d) and (b) second, any Unpaid Realized Loss Amount for such Classes
for such Distribution Date, on a pro
rata
basis,
in accordance with the Applied Realized Loss Amount allocated to each such
Class;
(B) From
any
remaining Excess Cashflow with respect to Loan Group II, sequentially, to the
Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9 and Class II-M-10 Certificates,
in that order, an amount equal to the Interest Carry Forward Amount for each
such Class for such Distribution Date to the extent not fully paid pursuant
to
Section 3.22(d);
(C) From
any
remaining Excess Cashflow with respect to Loan Group II otherwise distributable
to the Class II-CE Interest and the Class II-CE Certificates, to the Group
II
Reserve Fund, (i) first, to pay to the Classes of Class II-A Certificates,
any
Basis Risk Shortfall Carry Forward Amount for such Classes for such Distribution
Date, on a pro
rata
basis,
based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
such Class and to the extent not paid pursuant to Section 3.22(d) and to the
extent such amount exceeds the amounts then on deposit in the Group II Reserve
Fund, and (ii) second, to maintain a balance in the Group II Reserve Fund equal
to the Group II Reserve Fund Deposit;
(D) From
any
remaining Excess Cashflow with respect to Loan Group II otherwise distributable
to the Class II-CE Interest and the Class II-CE Certificates, to the Group
II
Reserve Fund, (i) first, to pay to the Class II-M-1, Class II-M-2, Class II-M-3,
Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class
II-M-9 and Class II-M-10 Certificates, sequentially in that order, any Basis
Risk Shortfall Carry Forward Amount for each such Class for such Distribution
Date, if any, in each case to the extent not paid pursuant to Section 3.22(d)
and to the extent such amount exceeds the amounts then on deposit in the Group
II Reserve Fund, and (ii) second, to maintain a balance in the Group II Reserve
Fund equal to the Group II Reserve Fund Deposit;
(E) From
any
remaining Excess Cashflow with respect to Loan Group II, to the Class II-A
Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
Class II-M-7, Class II-M-8, Class II-M-9 and Class II-M-10 Certificates, in
that
order, the amount of Relief Act Shortfalls and any Prepayment Interest
Shortfalls allocated to such Classes of Certificates, to the extent not
previously reimbursed;
(F) From
any
remaining Excess Cashflow with respect to Loan Group II, to the Swap
Administrator for payment to the Group II Swap Provider, any Group II Swap
Termination Payments due to a Group II Swap Provider Trigger Event owed by
the
Trust Fund with respect to Loan Group II (other than to the extent already
paid
by the Swap Administrator from any upfront payment received pursuant to any
related replacement interest rate swap agreement that may be entered into by
the
Group II Supplemental Interest Trust Trustee);
(G) From
any
remaining Excess Cashflow with respect to Loan Group II, to the Class II-CE
Interest and Class II-CE Certificates, an amount equal to the Class II-CE
Distribution Amount reduced by amounts distributed in clauses (C) and (D) above;
and
(H) From
any
remaining Excess Cashflow with respect to Loan Group II, to each of the Class
II-R-1, Class I-R-2, Class I-R-3 and Class II-RX Certificates, based on the
related REMIC in which such amounts remain.
On
each
Distribution Date, all amounts with respect to Prepayment Charges with respect
to Loan Group II shall be distributed to the Holders of the Class II-P Interest
and the Class II-P Certificates, provided that such distributions shall not
be
in reduction of the principal balance thereof. On the Distribution Date
immediately following the expiration of the latest Prepayment Charge term with
respect to Loan Group II as identified on the Mortgage Loan Schedule, any amount
on deposit in the Class II-P Certificate Account will be distributed to the
Holders of the Class II-P Interest and the Class II-P Certificates in reduction
of the Certificate Principal Balance thereof.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
II-A Certificates or Class II-M Certificates has been reduced to zero, that
Class of Certificates will be retired and will no longer be entitled to
distributions, including distributions in respect of Prepayment Interest
Shortfalls or Basis Risk Shortfall Carry Forward Amounts.
In
addition, notwithstanding the foregoing clause (b)(2), to the extent a Group
II
Class IO Distribution Amount is payable from principal collections, Principal
Distribution Amounts related to Loan Group II will be deemed paid to the most
subordinate Class of Group II Regular Certificates (other than the Class II-P
Certificates), until the Certificate Principal Balance thereof has been reduced
to zero, and such amount will be paid pursuant to Section 3.22(f).
(c) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Master Servicer shall deposit such funds into the Protected
Account pursuant to Section 4.01(b)(iii). If, after taking into account such
Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
of
such Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the highest payment priority to which
Realized Losses have been allocated, but not by more than the amount of Realized
Losses previously allocated to that Class of Certificates pursuant to Section
5.05; provided, however, to the extent that no reductions to a Certificate
Principal Balance of any Class of Certificates currently exists as the result
of
a prior allocation of a Realized Loss, such Subsequent Recoveries will be
applied as Excess Spread. The amount of any remaining Subsequent Recoveries
will
be applied to increase the Certificate Principal Balance of the Class of
Certificates with the next highest payment priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 5.05, and so on. Holders of such Certificates will not be entitled
to
any payment in respect of Current Interest on the amount of such increases
for
any Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.
(d) Subject
to Section 10.02 hereof respecting the final distribution, on each Distribution
Date the Trustee shall make distributions to each Certificateholder of record
on
the preceding Record Date either by wire transfer in immediately available
funds
to the account of such Holder at a bank or other entity having appropriate
facilities therefor, if such Holder has so notified the Trustee at least 5
Business Days prior to the related Record Date, or, if not, by check mailed
by
first class mail to such Certificateholder at the address of such Holder
appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 10.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.
(e) On
or
before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver a report to the
Trustee in electronic form (or by such other means as the Master Servicer and
the Trustee may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Trustee such as to permit the
Trustee to prepare the Monthly Statement to Certificateholders and to make
the
required distributions for the related Distribution Date.
Section
5.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Group I Mortgage Loans allocated to any REMIC III Group
I
Regular Interest pursuant to Section 5.05(c) shall be allocated by the Trustee
on each Distribution Date as follows: first, to Excess Spread with respect
to
Loan Group I as part of the payment in respect of the Group I Extra Principal
Distribution Amount for such Distribution Date; second, to the Class I-CE
Interest and Class I-CE Certificates, until the Certificate Principal Balance
or
Uncertificated Principal Balance thereof, as applicable, has been reduced to
zero; third, to the Class I-M-10 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class I-M-9
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class I-M-8 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class I-M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class I-M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; eighth, to the Class I-M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; ninth, to the Class I-M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; tenth, to the Class I-M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class I-M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the Class I-M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and, thirteenth, to the Class or Classes of Class I-A Certificates,
on
a pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses on the Group II Mortgage Loans allocated to any REMIC III Group
II Regular Interest pursuant to Section 5.05(d) shall be allocated by the
Trustee on each Distribution Date as follows: first, to Excess Spread with
respect to Loan Group II as part of the payment in respect of the Group II
Extra
Principal Distribution Amount for such Distribution Date; second, to the Class
II-CE Interest and Class II-CE Certificates, until the Certificate Principal
Balance or Uncertificated Principal Balance thereof, as applicable, has been
reduced to zero; third, to the Class II-M-10 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fourth, to the Class II-M-9
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class II-M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class II-M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class II-M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; eighth, to the Class II-M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; ninth, to the Class II-M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class II-M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class II-M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the Class II-M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; thirteenth, to the related Class or Classes of Class II-A Certificates,
on a pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero;
and
fourteenth, to the unrelated Class or Classes of Class II-A Certificates, on
a
pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or to a Class CE
Interest on any Distribution Date shall be made by reducing the Certificate
Principal Balance or Uncertificated Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the related Class CE
Interest and the related Class CE Certificates pursuant to clause (G) of Section
5.04(a)(3) or clause (G) of 5.04(b)(4),
as
applicable. No allocations of any Realized Losses shall be made to the
Certificate Principal Balance or Uncertificated Principal Balance, as
applicable, of the Class P Interests and the Class P Certificates.
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the related Certificates as of such Distribution Date (other
than
the related Class CE Certificates and related Class P Certificates), after
giving effect to all distributions and prior allocations of Realized Losses
on
the Mortgage Loans on such date, to an amount less than the aggregate Stated
Principal Balance of all of the related Mortgage Loans as of the first day
of
the month of such Distribution Date (such limitation, the “Loss Allocation
Limitation”). In addition in no event will the Certificate Principal Balance of
any Certificate be reduced more than once in respect of any particular amount
both (i) allocable to such Certificate in respect of Realized Losses and (ii)
payable as principal to the Holder of such Certificate from Remaining Excess
Spread.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) (i)All
Realized Losses on the Group I Mortgage Loans shall be allocated on each
Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-60-B, starting with the lowest numerical denomination, until the
Uncertificated Principal Balance of each such REMIC I Regular Interest has
been
reduced to zero; provided that, for REMIC I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated pro
rata
between
such REMIC I Regular Interests.
(ii) All
Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee
on each Distribution Date to the following REMIC III Group I Regular Interests
in the following specified percentages: first, to Uncertificated Accrued
Interest payable to REMIC III Regular Interest I-AA and REMIC III Regular
Interest I-ZZ up to an aggregate amount equal to the REMIC III Group I Interest
Loss Allocation Amount (without duplication of shortfalls allocated pursuant
to
Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated
Principal Balances of REMIC III Regular Interest I-AA and REMIC III Regular
Interest I-ZZ up to an aggregate amount equal to the REMIC III Group I Principal
Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the
Uncertificated Principal Balances of REMIC III Regular Interest I-AA, REMIC
III
Regular Interest I-M-10 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00%
and
1.00%, respectively, until the Uncertificated Principal Balance of REMIC III
Regular Interest I-M-10 has been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC III Regular Interest I-AA, REMIC III Regular
Interest I-M-9 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest I-M-9 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC III Regular Interest I-AA, REMIC III Regular Interest I-M-8
and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC III Regular Interest I-M-8
has been reduced to zero; sixth, to the Uncertificated Principal Balances of
REMIC III Regular Interest I-AA, REMIC III Regular Interest I-M-7 and REMIC
III
Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest I-M-7 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
III
Regular Interest I-AA, REMIC III Regular Interest I-M-6 and REMIC III Regular
Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC III Regular Interest I-M-6 has been reduced to zero;
eighth, to the Uncertificated Principal Balances of REMIC III Regular Interest
I-AA, REMIC III Regular Interest I-M-5 and REMIC III Regular Interest I-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest I-M-5 has been reduced to zero; ninth,
to
the Uncertificated Principal Balances of REMIC III Regular Interest I-AA, REMIC
III Regular Interest I-M-4 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00%
and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
III
Regular Interest I-M-4 has been reduced to zero; tenth, to the Uncertificated
Principal Balances of REMIC III Regular Interest I-AA, REMIC III Regular
Interest I-M-3 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest I-M-3 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC III Regular Interest I-AA, REMIC III Regular
Interest I-M-2 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest I-M-2 has been reduced to zero; twelfth, to the Uncertificated
Principal Balances of REMIC III Regular Interest I-AA, REMIC III Regular
Interest I-M-1 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest I-M-1 has been reduced to zero; and thirteenth, to the Uncertificated
Principal Balance of REMIC III Regular Interest I-AA, 98.00%, to the
Uncertificated Principal Balances of REMIC III Regular Interests X-X-0, X-X-0,
X-X-0 and I-A-4, 1.00% on a pro
rata
basis,
and to the Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC III Regular
Interests X-X-0, X-X-0, X-X-0 and I-A-4 have been reduced to zero.
(d) (i)All
Realized Losses on the Group II Mortgage Loans in Subgroup II-1 shall be
allocated on each Distribution Date to REMIC II Regular Interest I-1-A through
REMIC II Regular Interest I-60-B, starting with the lowest numerical
denomination, until the Uncertificated Principal Balance of each such REMIC
II
Group I Regular Interest has been reduced to zero; provided that, for REMIC
II
Group I Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated on a pro
rata
basis
between such REMIC II Group I Regular Interests. All Realized Losses on the
Group II Mortgage Loans in Subgroup II-2 shall be allocated on each Distribution
Date to REMIC II Regular Interest II-1-A through REMIC II Regular Interest
II-60-B, starting with the lowest numerical denomination, until the
Uncertificated Principal Balance of each such REMIC II Group II Regular Interest
has been reduced to zero; provided that, for REMIC II Group II Regular Interests
with the same numerical denomination, such Realized Losses shall be allocated
on
a pro
rata
basis
between such REMIC II Group II Regular Interests All Realized Losses on the
Group II Mortgage Loans in Subgroup II-3 shall be allocated on each Distribution
Date to REMIC II Regular Interest III-1-A through REMIC II Regular Interest
III-60-B, starting with the lowest numerical denomination, until the
Uncertificated Principal Balance of each such REMIC II Group III Regular
Interest has been reduced to zero; provided that, for REMIC III Group III
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated on a pro
rata
basis
between such REMIC II Group III Regular Interests
(ii) (A) The
REMIC
III Group II Marker Allocation Percentage of all Realized Losses on the Group
II
Mortgage Loans shall be allocated by the Trustee on each Distribution Date
to
the following REMIC III Group II Regular Interests in the following specified
percentages: first, to Uncertificated Accrued Interest payable to REMIC III
Regular Interest II-AA and REMIC III Regular Interest II-ZZ up to an aggregate
amount equal to the REMIC III Group II Interest Loss Allocation Amount (without
duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%,
respectively; second, to the Uncertificated Principal Balances of REMIC III
Regular Interest II-AA and REMIC III Regular Interest II-ZZ up to an aggregate
amount equal to the REMIC III Group II Principal Loss Allocation Amount, 98.00%
and 2.00%, respectively; third, to the Uncertificated Principal Balances of
REMIC III Regular Interest II-AA, REMIC III Regular Interest II-M-10 and REMIC
III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest II-M-10 has
been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
III
Regular Interest II-AA, REMIC III Regular Interest II-M-9 and REMIC III Regular
Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC III Regular Interest II-M-9 has been reduced to
zero;
fifth, to the Uncertificated Principal Balances of REMIC III Regular Interest
II-AA, REMIC III Regular Interest II-M-8 and REMIC III Regular Interest II-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest II-M-8 has been reduced to zero; sixth,
to
the Uncertificated Principal Balances of REMIC III Regular Interest II-AA,
REMIC
III Regular Interest II-M-7 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00%
and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
III
Regular Interest II-M-7 has been reduced to zero; seventh, to the Uncertificated
Principal Balances of REMIC III Regular Interest II-AA, REMIC III Regular
Interest II-M-6 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest II-M-6 has been reduced to zero; eighth, to the Uncertificated
Principal Balances of REMIC III Regular Interest II-AA, REMIC III Regular
Interest II-M-5 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest II-M-5 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC III Regular Interest II-AA, REMIC III Regular Interest II-M-4
and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC III Regular Interest II-M-4
has been reduced to zero; tenth, to the Uncertificated Principal Balances of
REMIC III Regular Interest II-AA, REMIC III Regular Interest II-M-3 and REMIC
III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest II-M-3 has been
reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC
III
Regular Interest II-AA, REMIC III Regular Interest II-M-2 and REMIC III Regular
Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC III Regular Interest II-M-2 has been reduced to
zero;
twelfth, to the Uncertificated Principal Balances of REMIC III Regular Interest
II-AA, REMIC III Regular Interest II-M-1 and REMIC III Regular Interest II-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest II-M-1 has been reduced to zero;
thirteenth, to the Uncertificated Principal Balance of REMIC III Regular
Interest II-AA, 98.00%, to the Uncertificated Principal Balances of the related
REMIC III Regular Interests II-1A-1, II-1A-2, II-1A-3, II-1A-4, II-2A and II-3A,
1.00% on a pro
rata
basis,
and to the Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC III Regular
Interests II-1A-1, II-1A-2, II-1A-3, II-1A-4, II-2A and II-3A have been reduced
to zero; and fourteenth, to the Uncertificated Principal Balance of REMIC III
Regular Interest II-AA, 98.00%, to the Uncertificated Principal Balances of
the
unrelated REMIC III Regular Interests II-1A-1, II-1A-2, II-1A-3, II-1A-4, II-2A
and II-3A 1.00% on a pro
rata
basis,
and to the Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC III Regular
Interests II-1A-1, II-1A-2, II-1A-3, II-1A-4, II-2A and II-3A have been reduced
to zero.
(B) The
REMIC
III Group II Sub WAC Allocation Percentage of all Realized Losses on the Group
II Mortgage Loans shall be allocated by the Trustee on each Distribution Date
after all distributions have been made on each Distribution Date first, so
as to
keep the Uncertificated Principal Balance of each REMIC III Group II Regular
Interest ending with the designation “Grp” equal to 0.01% of the aggregate
Stated Principal Balance of the Group II Mortgage Loans in the related Subgroup;
second, to each REMIC III Group II Regular Interest ending with the designation
“Sub”, so that the Uncertificated Principal Balance of each such REMIC III Group
II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
Principal Balance of the Group II Mortgage Loans in the related Subgroup over
(y) the current aggregate Certificate Principal Balance of the Class II-A
Certificates related to such Subgroup (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
Realized Losses shall be applied to such REMIC III Group II Regular Interests
such that the REMIC III Group II Subordinated Balance Ratio is maintained);
and
third, to REMIC III Regular Interest II-XX.
Section
5.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Trustee shall prepare and make available to
each Holder of Certificates, the Master Servicer, the Swap Providers and the
Depositor a statement setting forth for the Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general Distribution Dates;
(ii) with
respect to each Loan Group, the total cash flows received and the general
sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the Master Servicer for the related
Due Period;
(iv) with
respect to each Loan Group, the amount of any related Net Swap Payment payable
to the related Sub-Trust with respect to the related Loan Group, any related
Net
Swap Payment payable to the related Swap Provider, any related Swap Termination
Payment payable to the related Sub-Trust with respect to the related Loan Group
and any related Swap Termination Payment payable to the related Swap
Provider;
(v) with
respect to each Loan Group, the amount of the related distribution to Holders
of
the Class A Certificates and Class M Certificates (by Class) allocable to
principal, separately identifying (A) the aggregate amount of any Principal
Prepayments included therein, (B) the aggregate of all scheduled payments of
principal included therein and (C) the Extra Principal Distribution Amount
(if
any);
(vi) with
respect to each Loan Group, the amount of such distribution to Holders of each
Class of Class A Certificates and Class M Certificates allocable to interest
and
the portion thereof, if any, provided by the related Swap Agreement and the
amount of coverage remaining under either credit enhancement;
(vii) with
respect to each Loan Group, the Interest Carry Forward Amounts and any Basis
Risk Shortfall Carry Forward Amounts for each Class of Certificates (if
any);
(viii) the
Pass-Through Rate for each Class of Class A Certificates and Class M
Certificates with respect to the current Accrual Period, and, if applicable,
whether such Pass-Through Rate was limited by the related Net Rate
Cap;
(ix) with
respect to each Loan Group, the number and aggregate Stated Principal Balance
of
all of the Mortgage Loans for the following Distribution Date, together with
updated pool composition information including the following: weighted average
mortgage rate and weighted average remaining term;
(x) the
Certificate Principal Balance of the Class A Certificates and Class M
Certificates before and after giving effect (i) to all distributions allocable
to principal on such Distribution Date with respect to each Loan Group and
(ii)
the allocation of any Applied Realized Loss Amounts with respect to each Loan
Group for such Distribution Date;
(xi) the
number and aggregate Stated Principal Balance of the Mortgage Loans in each
Loan
Group (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy)
(1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more
Delinquent, (B) in foreclosure and delinquent (1) 30 days Delinquent, (2) 60
days Delinquent and (3) 90 days or more Delinquent and (C) in bankruptcy and
delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or
more Delinquent, in each case as of the close of business on the last day of
the
calendar month preceding such Distribution Date and separately identifying
such
information for the (1) first lien Mortgage Loans, (2) second lien Mortgage
Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan
Group;
(xii) with
respect to each Loan Group, the amount of aggregate Advances included in the
distribution on such Distribution Date (including the general purpose of such
Advances), the aggregate amount of unreimbursed Advances as of the end of the
Due Period, and the general source of funds for reimbursements;
(xiii) with
respect to each Loan Group, the amount, if any, of excess cashflow or excess
spread and the application of such excess cashflow;
(xiv) with
respect to each Loan Group, the cumulative Realized Losses through the end
of
the preceding month;
(xv) with
respect to each Loan Group, if applicable, material modifications, extensions
or
waivers to Mortgage Loan terms, fees, penalties or payments during the preceding
calendar month or that have become material over time;
(xvi) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the close of business on the prior calendar
month;
(xvii) with
respect to each Loan Group, the total number and principal balance of any real
estate owned or REO Properties as of the end of the related calendar
month;
(xviii) with
respect to each loan group, material breaches of pool asset representation
or
warranties or transaction covenants;
(xix) 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 in such Loan Group that are 60 days
or
more delinquent or are in bankruptcy or foreclosure or are REO Properties,
and
the denominator of which is the aggregate Stated Principal Balance of all of
the
Mortgage Loans and separately identifying such information for the (1) first
lien Mortgage Loans, and (2) Adjustable Rate Mortgage Loans, in each case as
of
the end of the Prepayment Period;
(xx) whether
a
Group I Trigger Event or a Group II Trigger Event exists;
(xxi) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class I-P Certificates and Class II-P Certificates allocable to Prepayment
Charges;
(xxii) with
respect to each Loan Group, information on loss, delinquency or other tests
used
for determining early amortization, liquidation, stepdowns or other performance
triggers and whether the trigger was met;
(xxiii) the
amount of the Prepayment Charges remitted by the Master Servicer and the amount
on deposit in the Group I Reserve Fund and Group II Reserve Fund;
(xxiv) with
respect to each Loan Group, updated pool composition data including the
following: weighted average mortgage rate and weighted average remaining term;
(xxv) 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; and
(xxvi) with
respect to each Loan Group, any material changes in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund.
The
Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund that it will notify the Trustee five
calendar days before each Distribution Date, and if no such notification occurs,
the Trustee has no obligation to report with respect to (xxvi). The Depositor
covenants to the Trustee that there will be no new issuance of securities backed
by the same asset pool, so the Trustee will only be responsible in (xxv) above
for reporting any pool asset changes, such as additions or removals of Mortgage
Loans from the Trust Fund.
The
Trustee may make the foregoing Monthly Statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders via the Trustee’s internet website.
The Trustee’s internet website shall initially be located at “xxx.xxxxxxxx.xxx”.
Assistance in using the website can be obtained by calling the Trustee at (000)
000-0000. Parties that are unable to use the above distribution options are
entitled to have a paper copy mailed to them via first class mail by calling
the
Trustee and indicating such. The Trustee may change the way Monthly Statements
are distributed in order to make such distributions more convenient or more
accessible to the above parties.
(b) The
Trustee’s responsibility for making the above information available to the
Certificateholders is limited to the availability, timeliness and accuracy
of
the information derived from the parties providing the information to the
Trustee. The Trustee will make available a copy of each statement provided
pursuant to this Section 5.06 to each Rating Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
cause to be furnished upon request to each Person who at any time during the
calendar year was a Certificateholder, a statement containing the information
(only with respect to principal and interest) set forth in clauses (a)(v) and
(a)(vi) of this Section 5.06 aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in
effect.
(d) Upon
filing with the Internal Revenue Service, the Trustee shall furnish to the
Holders of the Residual Certificates the applicable Form 1066 and each
applicable Form 1066Q and shall respond promptly to written requests made not
more frequently than quarterly by any Holder of a Residual Certificate with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
class of Regular Interests and Residual Interests created hereunder and on
the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests or
bad
debt deductions claimed with respect to the Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 9.12.
Section
5.07 REMIC
Designations and REMIC Distributions.
(a) The
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX and REMIC X shall be treated as
a
REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in
this
Agreement or in the administration of this Agreement shall be resolved in a
manner that preserves the validity of such REMIC elections. The assets of REMIC
I shall include the Group I Mortgage Loans and all interest owing in respect
of
and principal due thereon, the portion of the Distribution Account related
to
Loan Group I, the portion of the Protected Account related to Loan Group I,
any
REO Property related to Loan Group I, any proceeds of the foregoing and any
other assets related to Loan Group I subject to this Agreement (other than
the
Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for
the
avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap
Agreement, the Group I Swap Account, the Group I Swap Collateral Account and
any
rights or obligations in respect of the Swap Administration Agreement). The
assets of REMIC II shall include the Group II Mortgage Loans and all interest
owing in respect of and principal due thereon, the portion of the Distribution
Account related to Loan Group II, the portion of the Protected Account related
to Loan Group II, any REO Property related to Loan Group II, any proceeds of
the
foregoing and any other assets related to Loan Group II subject to this
Agreement (other than the Group II Reserve Fund and any related Prepayment
Charge Waiver Amounts and, for the avoidance of doubt, the Group II Supplemental
Interest Trust, the Group II Swap Agreement, the Group II Swap Account, the
Group II Swap Collateral Account and any rights or obligations in respect of
the
Swap Administration Agreement). The REMIC I Regular Interests and REMIC II
Regular Interests shall constitute the assets of REMIC III. The REMIC III
Regular Interests shall constitute the assets of REMIC IV. The Class I-CE
Interest shall constitute the assets of REMIC V. The Class I-P Interest shall
constitute the assets of REMIC VI. The Class I-IO Interest shall constitute
the
assets of REMIC VII. The Class II-CE Interest shall constitute the assets of
REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX.
The
Class II-IO Interest shall constitute the assets of REMIC X.
(b) (1)On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC I to REMIC III on
account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from
the
Distribution Account and distributed to the Holders of the Class I-R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests I-1-A through I-60-B, on a
pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
I
Regular Interests for such Distribution Date, plus (B) any amounts payable
in
respect thereof remaining unpaid from previous Distribution Dates.
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group I, in each case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated on a pro
rata
basis
between such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class I-R-1 Certificates.
(2) On
each
Distribution Date, amounts representing Prepayment Charges on the Group I
Mortgage loans shall be deemed distributed to REMIC I Regular Interest P,
provided that such amounts shall not reduce the Uncertificated Principal Balance
of REMIC I Regular Interest P. On the Distribution Date immediately following
the expiration of the latest Prepayment Charge term relating to the Group I
Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed
distributed in respect of REMIC I Regular Interest P in reduction of the
Uncertificated Principal Balance thereof.
(3) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC II to REMIC III
on
account of the REMIC II Group I Regular Interests, the REMIC II Group II Regular
Interests and the REMIC II Group III Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class II-R-1
Certificates, as the case may be:
(i) (A) from
Interest Funds and Principal Funds for Subgroup II-1, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC II Regular Interests I-1-A through I-60-B, on
a
pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
II
Group I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(B) to
the
extent of the Interest Funds and Principal Funds for Subgroup II-1, in each
case, determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i)(A) above,
to REMIC II Regular Interests I-1-A through I-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC II Group I Regular Interest is reduced to zero; provided that, for REMIC
II Group I Regular Interests with the same numerical denomination, such payments
of principal shall be allocated on a pro
rata
basis
between such REMIC II Group I Regular Interests;
(ii) (A) from
Interest Funds and Principal Funds for Subgroup II-2, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC II Regular Interests II-1-A through II-60-B, on
a
pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
II
Group II Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(B) to
the
extent of the Interest Funds and Principal Funds for Subgroup II-2, in each
case, determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (ii)(A) above,
to REMIC II Regular Interests II-1-A through II-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC II Group II Regular Interest is reduced to zero; provided that, for REMIC
II Group II Regular Interests with the same numerical denomination, such
payments of principal shall be allocated on a pro
rata
basis
between such REMIC II Group II Regular Interests; and
(iii) (A) from
Interest Funds and Principal Funds for Subgroup II-3, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC II Regular Interests III-1-A through III-60-B,
on a
pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
II
Group III Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(B) to
the
extent of the Interest Funds and Principal Funds for Subgroup II-3, in each
case, determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (iii)(A)
above, to REMIC II Regular Interests III-1-A through III-60-B, starting with
the
lowest numerical denomination, until the Uncertificated Principal Balance of
each such REMIC II Group III Regular Interest is reduced to zero; provided
that,
for REMIC II Group III Regular Interests with the same numerical denomination,
such payments of principal shall be allocated on a pro
rata
basis
between such REMIC II Group III Regular Interests; and
(iv) any
remaining amount to the Holders of the Class II-R-1 Certificates.
(4) On
each
Distribution Date, amounts representing Prepayment Charges on the Group II
Mortgage loans shall be deemed distributed to REMIC II Regular Interest P,
provided that such amounts shall not reduce the Uncertificated Principal Balance
of REMIC II Regular Interest P. On the Distribution Date immediately following
the expiration of the latest Prepayment Charge term relating to the Group II
Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed
distributed in respect of REMIC II Regular Interest P in reduction of the
Uncertificated Principal Balance thereof.
(c) (1)On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC III to REMIC IV
on
account of the REMIC III Group I Regular Interests (other than REMIC III Regular
Interest I-P) or withdrawn from the Distribution Account and distributed to
the
Holders of the Class I-R-2 Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC III Regular Interest I-IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC III Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the Interest Funds and Principal Funds for Loan Group I, in each
case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution pursuant to clause (i), to the holders
of each REMIC III Group I Regular Interest (other than REMIC III Regular
Interests I-IO and I-P), on a pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
III
Group I Regular Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC III Regular
Interest I-ZZ shall be reduced when the REMIC III Group I Overcollateralization
Amount is less than the REMIC III Group I Required Overcollateralization Amount,
by the lesser of (x) the amount of such difference and (y) the Group I Maximum
Uncertificated Accrued Interest Deferral Amount, and such amount will be payable
to the holders of each REMIC III Group I Regular Interest for which a Class
I-A
Certificate or Class I-M Certificate is the Corresponding Certificate in the
same proportion as the Group I Extra Principal Distribution Amount is allocated
to the Corresponding Certificates for each such REMIC III Group I Regular
Interest, and the Uncertificated Principal Balance of REMIC III Regular Interest
I-ZZ shall be increased by such amount;
(iii) to
the
holders of REMIC III Group I Regular Interests (other than REMIC III Regular
Interests I-IO and I-P) in an amount equal to the remainder of the Interest
Funds and Principal Funds for Loan Group I, in each case, determined without
regard to the related clause (2)(ii) of the definitions thereof, remaining
after
the distributions made pursuant to clauses (i) and (ii) above, allocated as
follows:
(A) 98%
of
such remainder to the holders of REMIC III Regular Interest I-AA, until the
Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC III Group I Regular Interest
for which a Class I-A Certificate or Class I-M Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC III Group I Regular Interest, until the Uncertificated Principal Balances
of such REMIC III Group I Regular Interests are reduced to zero; and second,
to
the holders of REMIC III Regular Interest I-ZZ, until the Uncertificated
Principal Balance of such REMIC III Regular Interest is reduced to zero;
and
(C) any
remaining amount to the Holders of the Class I-R-2 Certificates.
(2) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
deemed distributed in respect of REMIC I Regular Interest P shall be deemed
to
be distributed to REMIC III Regular Interest I-P, provided that such amounts
shall not reduce the Uncertificated Principal Balance of REMIC III Regular
Interest I-P. On the Distribution Date immediately following the expiration
of
the latest Prepayment Charge term relating to the Group I Mortgage Loans as
identified on the Mortgage Loan Schedule, an amount equal to $100 deemed
distributed in respect of REMIC I Regular Interest P in reduction of the
Uncertificated Principal Balance thereof shall be deemed to be distributed
to
REMIC III Regular Interest I-P in reduction of the Uncertificated Principal
Balance thereof.
(3) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC III to REMIC IV
on
account of the REMIC III Group II Regular Interests (other than REMIC III
Regular Interest II-P) or withdrawn from the Distribution Account and
distributed to the Holders of the Class I-R-2 Certificates, as the case may
be:
(i) from
Interest Funds and Principal Funds for Loan Group II, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC III Regular Interest II-IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC III Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the REMIC III Group II Marker Allocation Percentage of the Interest
Funds and Principal Funds for Loan Group II, in each case, determined without
regard to the related clause (2)(ii) of the definitions thereof, remaining
after
the distribution pursuant to clause (i), to the holders of each REMIC III Group
II Regular Interest (other than REMIC III Regular Interests II-IO, II-1-Sub,
II-1-Grp, II-2-Sub, II-2-Grp, II-3-Sub, II-3-Grp, II-XX and II-P), on a
pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
III
Group II Regular Interest for such Distribution Date, plus (B) any amounts
in
respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC III Regular
Interest II-ZZ shall be reduced when the REMIC III Group II
Overcollateralization Amount is less than the REMIC III Group II Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the Group II Maximum Uncertificated Accrued Interest Deferral Amount,
and such amount will be payable to the holders of each REMIC III Group II
Regular Interest for which a Class II-A Certificate or Class II-M Certificate
is
the Corresponding Certificate in the same proportion as the Group II Extra
Principal Distribution Amount is allocated to the Corresponding Certificates
for
each such REMIC III Group II Regular Interest, and the Uncertificated Principal
Balance of REMIC III Regular Interest II-ZZ shall be increased by such
amount;
(iii) to
the
extent of the REMIC III Group II Sub WAC Allocation Percentage of the Interest
Funds and Principal Funds for Loan Group II, in each case, determined without
regard to the related clause (2)(ii) of the definitions thereof, remaining
after
the distribution pursuant to clause (i), to the holders of REMIC III Regular
Interest II-1-Sub, REMIC III Regular Interest II-1-Grp, REMIC III Regular
Interest II-2-Sub, REMIC III Regular Interest II-2-Grp, REMIC III Regular
Interest II-3-Sub, REMIC III Regular Interest II-3-Grp and REMIC III Regular
Interest II-XX, on a pro
rata
basis,
an amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC III Group II Regular Interests (other than REMIC III Regular
Interests II-IO, II-P, II-1-Sub, II-1-Grp, II-2-Sub, II-2-Grp, II-3-Sub,
II-3-Grp and II-XX) in an amount equal to the REMIC III Group II Marker
Allocation Percentage of the remainder of the Interest Funds and Principal
Funds
for Loan Group II, in each case, determined without regard to the related clause
(2)(ii) of the definitions thereof, after the distributions made pursuant to
clauses (i), (ii) and (iii) above, allocated as follows:
(A) 98%
of
such remainder to the holders of REMIC III Regular Interest II-AA, until the
Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC III Group II Regular
Interest for which a Class II-A Certificate or Class II-M Certificate is the
Corresponding Certificate, in an aggregate amount equal to 1% of and in the
same
proportion as principal payments are allocated to the Corresponding Certificates
for each such REMIC III Group II Regular Interest, until the Uncertificated
Principal Balances of such REMIC III Group II Regular Interests are reduced
to
zero; and second, to the holders of REMIC III Regular Interest II-ZZ, until
the
Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero; and
(C) any
remaining amount to the Holders of the Class I-R-2 Certificates;
and
(v) to
the
holders of REMIC III Regular Interest II-1-Sub, REMIC III Regular Interest
II-1-Grp, REMIC III Regular Interest II-2-Sub, REMIC III Regular Interest
II-2-Grp, REMIC III Regular Interest II-3-Sub, REMIC III Regular Interest
II-3-Grp and REMIC III Regular Interest II-XX, in an amount equal to the REMIC
III Group II Sub WAC Allocation Percentage of the remainder of the Interest
Funds and Principal Funds for Loan Group II, in each case, determined without
regard to the related clause (2)(ii) of the definitions thereof, after the
distributions made pursuant to clauses (i), (ii) and (iii) above, first, so
as
to keep the Uncertificated Principal Balance of each REMIC III Group II Regular
Interest ending with the designation “Grp” equal to 0.01% of the aggregate
Stated Principal Balance of the Group II Mortgage Loans in the related Subgroup;
second, to each REMIC III Group II Regular Interest ending with the designation
“Sub”, so that the Uncertificated Principal Balance of each such REMIC III Group
II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
Principal Balance of the Group II Mortgage Loans in the related Subgroup over
(y) the current aggregate Certificate Principal Balance of the Class II-A
Certificates related to such Subgroup (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC III Group II Regular Interests
such
that the REMIC III Group II Subordinated Balance Ratio is maintained); third,
to
REMIC III Regular Interest II-XX, until the Uncertificated Principal Balance
of
such REMIC III Regular Interest is reduced to zero; and fourth, any remaining
amount to the Holders of the Class I-R-2 Certificates.
(4) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
deemed distributed in respect of REMIC II Regular Interest P shall be deemed
to
be distributed to REMIC III Regular Interest II-P, provided that such amounts
shall not reduce the Uncertificated Principal Balance of REMIC III Regular
Interest II-P. On the Distribution Date immediately following the expiration
of
the latest Prepayment Charge term relating to the Group II Mortgage Loans as
identified on the Mortgage Loan Schedule, an amount equal to $100 deemed
distributed in respect of REMIC II Regular Interest P in reduction of the
Uncertificated Principal Balance thereof shall be deemed to be distributed
to
REMIC III Regular Interest II-P in reduction of the Uncertificated Principal
Balance thereof.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC IV to the holders
of each REMIC IV Regular Interest the ownership of which is represented by
the
Class A Certificates and Class M Certificates at a pass-through rate equal
to
the lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding
Certificate and (ii) the Net Rate Cap for the REMIC IV Regular Interest the
ownership of which is represented by the Corresponding Certificate for such
Distribution Date, in each case on a principal balance equal to the Certificate
Principal Balance of the Corresponding Certificate for such Distribution Date.
For the avoidance of doubt, principal shall be payable to, and shortfalls,
losses and prepayments shall be allocable to, the REMIC IV Regular Interests
the
ownership of which is represented by the Class A Certificates and Class M
Certificates as such amounts are payable and allocable to the Corresponding
Certificates.
(e) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed
from REMIC IV to REMIC V in respect of the Class I-CE Distribution Amount
distributable to the Class I-CE Interest.
(f) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 5.04(b)(4)(C), (D) and (G) on such date shall be deemed distributed
from REMIC IV to REMIC VIII in respect of the Class II-CE Distribution Amount
distributable to the Class II-CE Interest.
(g) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest I-P shall be deemed distributed by REMIC IV to REMIC VI in respect
of
the Class I-P Interest.
(h) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest II-P shall be deemed distributed by REMIC IV to REMIC IX in respect
of
the Class II-P Interest.
(i) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest I-IO shall be deemed distributed by REMIC IV to REMIC VII in respect
of
the Class I-IO Interest. Such amounts shall be deemed distributed by REMIC
VII
in respect of REMIC VII Regular Interest IO for deposit into the Group I
Supplemental Interest Trust.
(j) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest II-IO shall be deemed distributed by REMIC IV to REMIC X in respect
of
the Class II-IO Interest. Such amounts shall be deemed distributed by REMIC
X in
respect of REMIC X Regular Interest IO for deposit into the Group II
Supplemental Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-5. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
Class
|
Minimum
Denomination
|
Integral
Multiple in Excess of Minimum
|
Original
Certificate Principal Balance or Notional
Amount
|
$ 100,000
|
$ 1.00
|
$ 47,550,000.00
|
|
I-A-2
|
$ 100,000
|
$ 1.00
|
$ 26,157,000.00
|
I-A-3
|
$ 100,000
|
$ 1.00
|
$ 12,483,000.00
|
I-A-4
|
$ 100,000
|
$ 1.00
|
$ 15,544,000.00
|
I-M-1
|
$ 100,000
|
$ 1.00
|
$ 4,660,000.00
|
I-M-2
|
$ 100,000
|
$ 1.00
|
$ 4,142,000.00
|
I-M-3
|
$ 100,000
|
$ 1.00
|
$ 2,395,000.00
|
I-M-4
|
$ 100,000
|
$ 1.00
|
$ 2,200,000.00
|
I-M-5
|
$ 100,000
|
$ 1.00
|
$ 2,006,000.00
|
I-M-6
|
$ 100,000
|
$ 1.00
|
$ 1,877,000.00
|
I-M-7
|
$ 100,000
|
$ 1.00
|
$ 1,812,000.00
|
I-M-8
|
$ 100,000
|
$ 1.00
|
$ 1,682,000.00
|
I-M-9
|
$ 100,000
|
$ 1.00
|
$ 1,488,000.00
|
I-M-10
|
$ 100,000
|
$ 1.00
|
$ 1,553,000.00
|
I-CE
|
10%
|
1%
|
$ 129,432,420.641)
|
X-X
|
000
|
X/X
|
$ 100.00
|
I-R-1
|
100%
|
N/A
|
N/A
|
I-R-2
|
100%
|
N/A
|
N/A
|
I-R-3
|
100%
|
N/A
|
N/A
|
I-RX
|
100%
|
N/A
|
N/A
|
II-1A-1
|
$ 100,000
|
$ 1.00
|
$ 148,947,000.00
|
II-1A-2
|
$ 100,000
|
$ 1.00
|
$ 69,533,000.00
|
II-1A-3
|
$ 100,000
|
$ 1.00
|
$ 38,024,000.00
|
II-1A-4
|
$ 100,000
|
$ 1.00
|
$ 23,768,000.00
|
II-2A
|
$ 100,000
|
$ 1.00
|
$ 75,162,000.00
|
II-3A
|
$ 100,000
|
$ 1.00
|
$ 77,349,000.00
|
II-M-1
|
$ 100,000
|
$ 1.00
|
$ 33,704,000.00
|
II-M-2
|
$ 100,000
|
$ 1.00
|
$ 28,932,000.00
|
II-M-3
|
$ 100,000
|
$ 1.00
|
$ 12,527,000.00
|
II-M-4
|
$ 100,000
|
$ 1.00
|
$ 12,527,000.00
|
II-M-5
|
$ 100,000
|
$ 1.00
|
$ 12,527,000.00
|
II-M-6
|
$ 100,000
|
$ 1.00
|
$ 6,860,000.00
|
II-M-7
|
$ 100,000
|
$ 1.00
|
$ 8,352,000.00
|
II-M-8
|
$ 100,000
|
$ 1.00
|
$ 6,264,000.00
|
II-M-9
|
$ 100,000
|
$ 1.00
|
$ 7,457,000.00
|
II-M-10
|
$ 100,000
|
$ 1.00
|
$ 11,036,000.001)
|
II-CE
|
10%
|
1%
|
$ 596,532,054,.91
|
XX-X
|
000
|
X/X
|
$ 100.00
|
II-R-1
|
100%
|
N/A
|
N/A
|
II-RX
|
100%
|
N/A
|
N/A
|
(1) This
is a
Notional Amount.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Trustee by an authorized officer. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or
did
not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the countersignature
of the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Depositor, or any affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Trustee on a continuous
basis, an adequate inventory of Certificates to facilitate
transfers.
Section
6.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Trustee shall maintain, or cause to be maintained in accordance with the
provisions of Section 6.09 hereof, a Certificate Register for the Trust Fund
in
which, subject to the provisions of subsections (b) and (c) below and to such
reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of Transfers and exchanges of Certificates
as
herein provided. Upon surrender for registration of Transfer of any Certificate,
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class and
of
like aggregate Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates
are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of Transfer or exchange shall be accompanied by a written instrument of Transfer
in form satisfactory to the Trustee duly executed by the Holder thereof or
his
attorney duly authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Trustee in accordance with the
Trustee’s customary procedures.
(b) Subject
to Section 6.07 and, in the case of any Global Certificate or Private
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Trustee maintained for such purpose, the Trustee shall sign,
countersign and shall deliver, in the name of the designated transferee or
transferees, a new Certificate of a like Class and aggregate Percentage
Interest, but bearing a different number.
(c) Subject
to subsection 6.02(g), so long as a Global Certificate of such Class is
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in such Global Certificate, or transfers by Holders of
Individual Certificates of such Class to transferees that take delivery in
the
form of beneficial interests in the Global Certificate, may be made only in
accordance with this subsection 6.02(c) and in accordance with the rules of
the
Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Trustee shall register such transfer only upon compliance with the provisions
of
subsection 6.02(h).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Trustee shall register such transfer only upon compliance with the
provisions of subsection 6.02(h).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Trustee shall register such transfer if the transferee has
provided the Trustee with a Rule 144A and Related Matters Certificate or
comparable evidence as to its QIB status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB.
(d) Subject
to subsection 6.02(g), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such
Class, an exchange of an Individual Certificate or Certificates of a Class
for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding
and
is held by or on behalf of the Depository) may be made only in accordance with
this subsection 6.02(d) and in accordance with the rules of the
Depository:
(i) A
Holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
Holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Trustee a Rule 144A and Related
Matters Certificate or comparable evidence as to its QIB status.
(iii) A
Holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(e) (i)Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Trustee shall cancel such Individual Certificate and shall (or shall request
the Depository to) endorse on the schedule affixed to the applicable Global
Certificate (or on a continuation of such schedule affixed to the Global
Certificate and made a part thereof) or otherwise make in its books and records
an appropriate notation evidencing the date of such exchange or transfer and
an
increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred
therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Trustee shall (or shall request the Depository to) endorse on the
schedule affixed to such Global Certificate (or on a continuation of such
schedule affixed to such Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this Section 6.02,
the
Holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 6.01 above or any integral multiple of $1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Trustee in the case of transfer and a written request for exchange in the case
of exchange. The Holder of a beneficial interest in a Global Certificate may,
subject to the rules and procedures of the Depository, cause the Depository
(or
its nominee) to notify the Trustee in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Trustee
shall, within a reasonable time period of such request made at the Corporate
Trust Office, sign, countersign and deliver at the Corporate Trust Office,
to
the transferee (in the case of transfer) or Holder (in the case of exchange)
or
send by first class mail at the risk of the transferee (in the case of transfer)
or Holder (in the case of exchange) to such address as the transferee or Holder,
as applicable, may request, an Individual Certificate or Certificates, as the
case may require, for a like aggregate Percentage Interest and in such
authorized denomination or denominations as may be requested. The presentation
for transfer or exchange of any Individual Certificate shall not be valid unless
made at the Corporate Trust Office by the registered Holder in person, or by
a
duly authorized attorney-in-fact.
(h) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities Act
and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee in
writing the facts surrounding the Transfer by (x)(i) the delivery to the Trustee
by the Certificateholder desiring to effect such transfer of a certificate
substantially in the form set forth in Exhibit D (the “Transferor Certificate”)
and (ii) the delivery by the Certificateholder’s prospective transferee of (A) a
letter in substantially the form of Exhibit E (the “Investment Letter”) if the
prospective transferee is an Institutional Accredited Investor or (B) a letter
in substantially the form of Exhibit F (the “Rule 144A and Related Matters
Certificate”) if the prospective transferee is a QIB or (y) there shall be
delivered to the Trustee an Opinion of Counsel addressed to the Trustee that
such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor, the Mortgage
Loan Sellers, the Master Servicer or the Trustee; provided,
however,
that
such representation letters will not be required in connection with any transfer
of any such Certificate by the Depositor to an affiliate of the Depositor and
the Trustee and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor. Notwithstanding
the provisions of the immediately preceding sentence, no restrictions shall
apply with respect to the transfer or registration of transfer of a beneficial
interest in any Certificate that is a Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class provided that each such transferee shall be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB. The Depositor shall provide to any Holder of a Private Certificate and
any
prospective transferee designated by any such Holder, information regarding
the
related Certificates and the Mortgage Loans and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule
144A. The Trustee and the Master Servicer shall cooperate with the Depositor
in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Mortgage Loan Sellers and the Master Servicer against any liability that
may
result if the Transfer is not so exempt or is not made in accordance with such
federal and state laws.
No
transfer of any related Class CE Certificate shall be made unless the proposed
transferee of such Class CE Certificate (1) provides to the Trustee the
appropriate tax certification form that would eliminate any withholding or
deduction for taxes from amounts payable by the related Swap Provider, pursuant
to the related Swap Agreement, to the Swap Administrator on behalf of the
related Supplemental Interest Trust (i.e., IRS Form W-9 or IRS Form X-0XXX,
X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto),
together with any applicable attachments) and (2) agrees to update such form
(a)
upon expiration of any such form, (b) as required under then applicable U.S.
Treasury regulations and (c) promptly upon learning that such form has become
obsolete or incorrect, each as a condition to such transfer. In addition, no
transfer of any related Class CE Certificate shall be made if such transfer
would cause the related Supplemental Interest Trust to be beneficially owned
by
two or more persons for federal income tax purposes, or continue to be so
treated, unless (i) each proposed transferee of such Class CE Certificate
complies with the foregoing conditions, and (ii) the proposed majority holder
of
the related Class CE Certificates (or each holder, if there is or would be
no
majority holder) (A) provides, or causes to be provided, on behalf of the
related Supplemental Interest Trust, if applicable, to the Trustee, the
appropriate tax certification form that would be required from the related
Supplemental Interest Trust to eliminate any withholding or deduction for taxes
from amounts payable by the related Swap Provider, pursuant to the related
Swap
Agreement, to the Swap Administrator on behalf of the related Supplemental
Interest Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI,
as applicable (or any successor form thereto), together with any applicable
attachments) and (B) agrees to update such form (x) upon expiration of any
such
form, (y) as required under then applicable U.S. Treasury regulations and (z)
promptly upon learning that such form has become obsolete or incorrect. If,
under applicable U.S. Treasury regulations, such tax certification form may
only
be signed by a trustee acting on behalf of the related Supplemental Interest
Trust, then the related Supplemental Interest Trust Trustee shall sign such
certification form if so requested by a holder of the related Class CE
Certificates. Upon receipt of any tax certification form pursuant to the
conditions set forth in this paragraph from a holder of any related Class CE
Certificate, the Trustee shall forward such tax certification form to the
related Supplemental Interest Trust Trustee. The related Supplemental Interest
Trust Trustee shall forward such tax certification form provided to it to the
related Swap Provider. Each holder of a related Class CE Certificate and each
transferee thereof shall be deemed to have consented to the related Supplemental
Interest Trust Trustee forwarding to the related Swap Provider any tax
certification form it has provided and updated in accordance with these transfer
restrictions.
Any
purported sales or transfers of any related Class CE Certificate to a transferee
which does not comply with the requirements of this paragraph shall be deemed
null and void under this Agreement.
Prior
to
the termination of the related Supplemental Interest Trust, each beneficial
owner of a related Class A Certificate or Class M Certificate (other than a
Class I-M-10 Certificate or Class II-M-10 Certificate) or any interest therein,
shall be deemed to have represented by virtue of its acquisition or holding
of
the Offered Certificate, or interest therein that either (i) such transferee
is
not an employee benefit plan subject to Section 406 of ERISA or a plan subject
to Section 4975 of the Code (either a “Plan”), or a Person acting on behalf of a
Plan or using the assets of a Plan, or (ii) the transferee provides a
representation, or is deemed to represent in the case of the Global Certificate
that (A) such plan is an accredited investor within the meaning of the Exemption
and (B) the proposed transfer or holding of such Certificate and the separate
right to receive payments from the related Supplemental Interest Trust are
eligible for exemptive relief under Prohibited Transaction Class Exemption
(“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
a related Class M Certificate (other than a Class I-M-10 Certificate or Class
II-M-10 Certificate) or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (a)(i) it is not a Plan or investing with “Plan
Assets”, (ii) it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated,
at
the time of purchase, not lower than “BBB-” (or its equivalent) by S&P,
Fitch or Xxxxx’x, and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an “insurance company general account,” as
such term is defined in PTCE 95-60, and (3) the conditions in Sections I and
III
of PTCE 95-60 have been satisfied.
Neither
the Trustee nor the Master Servicer will be required to monitor, determine
or
inquire as to compliance with the transfer restrictions with respect to the
Global Certificates. Any attempted or purported transfer of any Certificate
in
violation of the provisions of this Section 6.02 shall be void ab initio and
such Certificate shall be considered to have been held continuously by the
prior
permitted Certificateholder. Any transferor of any Certificate in violation
of
such provisions, shall indemnify and hold harmless the Trustee and the Master
Servicer from and against any and all liabilities, claims, costs or expenses
incurred by the Trustee or the Master Servicer as a result of such attempted
or
purported transfer. Neither the Trustee nor the Master Servicer shall have
any
liability for transfer of any such Global Certificates in or through book-entry
facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth
herein. Neither
the Trustee nor the Master Servicer shall be required to monitor, determine
or
inquire as to compliance with the transfer restrictions with respect to any
ERISA Restricted Certificate that is a Book-Entry Certificate, and neither
the Trustee nor the Master Servicer shall have any liability for transfers
of
any such Book-Entry Certificates made through the book-entry facilities of
any
Depository or between or among participants of the Depository or Certificate
Owners made in violation of the transfer restrictions set forth herein. Neither
the Trustee nor the Master Servicer shall be under any liability to any Person
for any registration or transfer of any ERISA Restricted Certificate that is
in
fact not permitted by this Section 6.02(h) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement. The Trustee shall be
entitled, but not obligated, to recover from any Holder of any ERISA Restricted
Certificate that was in fact a Plan or a Person acting on behalf of a Plan
at
the time it became a Holder or, at such subsequent time as it became a Plan
or
Person acting on behalf of a Plan, all payments made on such ERISA Restricted
Certificate at and after either such time. Any such payments so recovered by
the
Trustee shall be paid and delivered by the Trustee to the last preceding Holder
of such Certificate that is not a Plan or Person acting on behalf of a
Plan.
No
Transfer of a Class I-M-10, Class II-M-10, Class I-CE, Class II-CE, Class I-P,
Class II-P or Residual Certificate shall be made unless either (i) the
transferee of such Certificate provides a representation, or is deemed to
represent in the case of a Global Certificate, to the Trustee and the Master
Servicer acceptable to and in form and substance satisfactory to the Trustee
and
the Master Servicer, to the effect that such transferee is not a Plan, or a
Person acting on behalf of a Plan or using the assets of a Plan, or (ii) in
the
case of any such Certificate presented for registration in the name of a Plan,
or a trustee of a Plan or any other person acting on behalf of a Plan, the
Trustee shall have received an Opinion of Counsel for the benefit of the Trustee
and the Master Servicer and on which they may rely, satisfactory to the Trustee,
to the effect that the purchase and holding of such Certificate are permissible
under applicable law, will not result in any prohibited transactions under
ERISA
or Section 4975 of the Code and will not subject the Trustee, the Master
Servicer or the Depositor to any obligation in addition to those expressly
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Master Servicer or the Depositor, or (iii) in the case
of a
Class I-M-10 Certificate or Class II-M-10 Certificate, the transferee provides
a
representation, or is deemed to represent in the case of the Global Certificate,
or an Opinion of Counsel to the effect that the proposed transfer or holding
of
such Class I-M-10 Certificate or Class II-M-10 Certificate and the servicing,
management and operation of the Trust and its assets: (I) will not result in
any
prohibited transaction which is not covered under individual or class prohibited
transaction exemption including but not limited to XXXX 00-00, XXXX 00-00,
XXXX
00-0, XXXX 95-60 or PTCE 96-23 and (II) will not give rise to any obligation
on
the part of the Depositor, the Master Servicer or the Trustee in addition to
those expressly undertaken in this Agreement. Neither the Trustee nor the Master
Servicer shall be required to monitor, determine or inquire as to compliance
with the transfer restrictions with respect to any Private Certificate that
is a
Book-Entry Certificate, and neither the Trustee nor the Master Servicer shall
have any liability for transfers of any such Book-Entry Certificates made
through the book-entry facilities of any Depository or between or among
participants of the Depository or Certificate Owners made in violation of the
transfer restrictions set forth herein. Neither the Trustee nor the Master
Servicer shall be under any liability to any Person for any registration or
transfer of any Private Certificate that is in fact not permitted by this
Section 6.02(h) or for making any payments due on such Certificate to the Holder
thereof or taking any other action with respect to such Holder under the
provisions of this Agreement. The Trustee shall be entitled, but not obligated,
to recover from any Holder of any Private Certificate that was in fact a Plan
or
a Person acting on behalf of a Plan at the time it became a Holder or, at such
subsequent time as it became a Plan or Person acting on behalf of a Plan, all
payments made on such Private Certificate at and after either such time. Any
such payments so recovered by the Trustee shall be paid and delivered by the
Trustee to the last preceding Holder of such Certificate that is not a Plan
or
Person acting on behalf of a Plan.
(i) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless, in addition to the certificates required
to
be delivered to the Trustee under subsection (h) above, the Trustee shall have
been furnished with an affidavit and agreement (a “Transferee Affidavit”) of the
initial owner or the proposed transferee in the form attached hereto as Exhibit
C and an affidavit of the transferor in the form attached hereto as Exhibit
R (a
“Transferor Affidavit”).
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual
Certificate or to cause the Transfer of an Ownership Interest in a Residual
Certificate to any other Person if it has actual knowledge that such Person
is
not a Permitted Transferee and (D) to provide to the Trustee and the Depositor
with a Transferor Affidavit.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 6.02(i) shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 6.02(i), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 6.02(h) and this Section 6.02(i) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transferee Affidavit and Transferor
Affidavit. The Trustee shall be entitled but not obligated to recover from
any
Holder of a Residual Certificate that was in fact not a Permitted Transferee
at
the time it became a Holder or, at such subsequent time as it became other
than
a Permitted Transferee, all payments made on such Residual Certificate at and
after either such time. Any such payments so recovered by the Trustee shall
be
paid and delivered by the Trustee to the last preceding Permitted Transferee
of
such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Trustee, all information necessary to compute any tax imposed under Section
860E(e) of the Code as a result of a Transfer of an Ownership Interest in a
Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
6.02(i) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trustee of an Opinion of Counsel addressed to the Trustee,
which
Opinion of Counsel shall not be an expense of the Trustee, the Mortgage Loan
Sellers or the Master Servicer to the effect that the elimination of such
restrictions, or any Transfer allowed by the elimination of such restrictions,
will not cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC
VII, REMIC VIII, REMIC IX or REMIC X, as applicable, to fail to qualify as
a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based
on an
Opinion of Counsel addressed to the Trustee and furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate that is held by
a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(j) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 6.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Mortgage Loan Sellers or the Master Servicer.
Section
6.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof and (b) there is delivered to the
Trustee such security or indemnity as may be required by them to save each
of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any
new
Certificate under this Section 6.03, the Trustee may require the payment of
a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses
of
the Trustee) connected therewith. Any replacement Certificate issued pursuant
to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
Section
6.04 Persons
Deemed Owners.
The
Trustee and any agent of the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose
of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Trustee nor any agent of the Trustee shall be
affected by any notice to the contrary.
Section
6.05 Access
to List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Trustee, (b) state that such Certificateholders desire to communicate with
other
Certificateholders with respect to their rights under this Agreement or under
the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the Depositor or the Master
Servicer shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the Depositor, the Master Servicer or such Certificateholders at such
recipients’ expense the most recent list of the Certificateholders of the Trust
Fund held by the Trustee, if any. The Depositor and every Certificateholder,
by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section
6.06 Book-Entry
Certificates.
The
Regular Certificates (other than the Class CE Certificates and Class P
Certificates), upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates, to
be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of such Certificates will
receive a definitive certificate representing such Certificate Owner’s interest
in such Certificates, except as provided in Section 6.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
6.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor and the Trustee may deal with the Depository and the Depository
Participants for all purposes (including the making of distributions) as the
authorized representative of the respective Certificate Owners of such
Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Trustee except
to
another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 6.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants;
(f) the
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants;
and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
The
Private Certificates (other than Class I-M-10 Certificates and Class II-M-10
Certificates) shall initially be held in fully registered certificated form.
If
at any time the Holders of all of the Certificates of one or more such Classes
request that the Trustee cause such Class to become Global Certificates, the
Depositor (with the assistance of the Trustee) will take such action as may
be
reasonably required to cause the Depository to accept such Class or Classes
for
trading if it may legally be so traded. If at anytime there are to be Global
Certificates, the Global Certificates shall be delivered to the Depository
by
the Depositor or deposited with the Trustee as custodian for the
Depository.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
Section
6.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Trustee shall give all such notices and communications
to the Depository.
Section
6.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Trustee that the Depository is
no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Depositor is
unable to locate a qualified successor or (b) the Depositor, with the consent
of
Depository Participants, advises the Trustee that it elects to terminate the
book-entry system with respect to such Certificates through the Depository,
then
the Trustee shall notify all Certificate Owners of such Certificates, through
the Depository, of the occurrence of any such event and of the availability
of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall countersign and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee shall be liable for any delay in delivery of
such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Trustee to exchange or cause the exchange of the Certificate Owner’s
interest in such Class of Certificates for an equivalent Voting Right in fully
registered definitive form. Upon receipt by the Trustee of instructions from
the
Depository directing the Trustee to effect such exchange (such instructions
to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required
by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant’s account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner’s Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class
of
Certificates by the amount of the definitive Certificates.
Section
6.09 Maintenance
of Office or Agency.
The
Trustee will maintain or cause to be maintained at its expense an office or
offices or agency or agencies at the Corporate Trust Office where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01 Liabilities
of the Depositor and the Master Servicer.
Each
of
the Depositor, and the Master Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by it herein.
Section
7.02 Merger
or Consolidation of the Depositor or the Master Servicer.
(a) Each
of
the Depositor and the Master Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the state
of
its incorporation, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.
(b) Any
Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be
the
successor of the Depositor or the Master Servicer hereunder, without the
execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section
7.03 Indemnification
of the Trustee and the Master Servicer.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons including LaSalle
Bank National Association as Trustee and in its individual capacity only to
the
extent of its performance of its duties hereunder, and to hold them harmless
against, any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, including any powers of attorney delivered pursuant to this
Agreement, the Custodial Agreement or the Certificates (i) related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall
have
given the Master Servicer and the Seller written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that the failure to give such notice shall not
relieve the Master Servicer of its indemnification obligations hereunder. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.
(b) The
Seller will indemnify any Indemnified Person including LaSalle Bank National
Association as Trustee and in its individual capacity only to the extent of
its
performance of its duties hereunder for any loss, liability or expense of any
Indemnified Person not otherwise paid or covered pursuant to subsection (a)
above.
Section
7.04 Limitations
on Liability of the Depositor, the Master Servicer and Others.
Subject
to the obligation of the Master Servicer to indemnify the Indemnified Persons
pursuant to Section 7.03:
(a) Neither
the Depositor, the Master Servicer nor any of the directors, officers, employees
or agents of the Depositor and the Master Servicer shall be under any liability
to the Indemnified Persons, the Trust Fund or the Certificateholders for taking
any action or for refraining from taking any action in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of such Person’s willful
misfeasance, bad faith or gross negligence in the performance of duties or
by
reason of reckless disregard of obligations and duties hereunder.
(b) The
Depositor, the Master Servicer and any director, officer, employee or agent
of
the Depositor and the Master Servicer may rely in good faith on any document
of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder.
(c) The
Depositor, the Master Servicer, LaSalle Bank National Association as Trustee
and
in its individual capacity only to the extent of its performance of its duties
hereunder, the Custodian and any director, officer, employee or agent of the
Depositor, the Master Servicer, the Trustee, the Custodian shall be indemnified
by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on
their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Custodial Agreement or the Certificates,
other than (i) in the case of the Master Servicer, (x) any such loss, liability
or expense related to the Master Servicer’s failure to perform its duties in
compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or (y) any such
loss, liability or expense incurred by reason of the Master Servicer’s willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder, or by reason of reckless disregard of obligations and duties
hereunder, (ii) in the case of the Trustee, any such loss, liability or expense
incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence
in the performance of its duties hereunder, or by reason of its reckless
disregard of obligations and duties hereunder and (iii) in the case of the
Custodian, any such loss, liability or expense incurred by reason of the
Custodian’s willful misfeasance, bad faith or negligence in the performance of
its duties under the Custodial Agreement, or by reason of its reckless disregard
of obligations and duties thereunder.
(d) Neither
the Depositor nor the Master Servicer shall be under any obligation to appear
in, prosecute or defend any legal action that is not incidental to its duties
under this Agreement and that in its opinion may involve it in any expense
or
liability; provided, however, the Master Servicer may in its discretion, with
the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom (expect any
loss,
liability or expense incurred by reason of reckless disregard of obligations
and
duties hereunder) shall be expenses, costs and liabilities of the Trust Fund,
and the Master Servicer shall be entitled to be reimbursed therefor out of
the
Protected Account as provided by Section 4.02. Nothing in this subsection
7.04(d) shall affect the Master Servicer’s obligation to service and administer
the Mortgage Loans pursuant to Article III.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
Section
7.05 Master
Servicer Not to Resign.
Except
as
provided in Section 7.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior consent
of
the Trustee (which consents shall not be unreasonably withheld) or (ii) upon
a
determination that any such duties hereunder are no longer permissible under
applicable law and such impermissibility cannot be cured. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel, addressed to and delivered to, the Trustee. No such
resignation by the Master Servicer shall become effective until the Trustee
or a
successor to the Master Servicer reasonably satisfactory to the Trustee shall
have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 8.02 hereof. The Trustee shall notify the Rating
Agencies of the resignation of the Master Servicer.
Section
7.06 Successor
Master Servicer.
In
connection with the appointment of any Successor Master Servicer or the
assumption of the duties of the Master Servicer, the Trustee may make such
arrangements for the compensation of such Successor Master Servicer out of
payments on the Mortgage Loans as the Trustee and such Successor Master Servicer
shall agree. If the Successor Master Servicer does not agree that such market
value is a fair price, such Successor Master Servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single family mortgage loans. In no event shall the compensation of any
Successor Master Servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.
Section
7.07 Sale
and Assignment of Master Servicing.
The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Master Servicer under this Agreement; provided,
however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage
loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less
than
$15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee); and (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement, any custodial agreement
from and after the effective date of such agreement; (ii) each Rating Agency
shall be given prior written notice of the identity of the proposed successor
to
the Master Servicer and each Rating Agency’s rating of the Certificates in
effect immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee (at the expense of the Master Servicer); and (iii)
the
Master Servicer assigning and selling the master servicing shall deliver to
the
Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the
Trustee, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies
with
the terms of this Agreement. No such assignment or delegation shall affect
any
liability of the Master Servicer arising prior to the effective date
thereof.
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01 Events
of Default.
“Event
of
Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Trustee any amounts received
or
collected by the Master Servicer in respect of the Mortgage Loans and required
to be remitted by it hereunder (other than any Advance), which failure shall
continue unremedied for one Business Day after the date on which written notice
of such failure shall have been given to the Master Servicer by the Trustee
or
the Depositor, or to the Trustee and the Master Servicer by the Holders of
Certificates evidencing not less than 25% of the Voting Rights evidenced by
the
Certificates;
(ii) other
than with respect to clause (vii) below, any failure by the Master Servicer
to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in this Agreement or any
breach of a representation or warranty by the Master Servicer, which failure
or
breach shall continue unremedied for a period of 60 days after the date on
which
written notice of such failure shall have been given to Master Servicer by
the
Trustee or the Depositor, or to the Trustee and the Master Servicer by the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates;
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer;
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 7.05 or 7.07;
(vii) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.13, 3.14 or 3.16; or
(viii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New
York
City time on the Distribution Account Deposit Date.
If
an
Event of Default shall occur, then, and in each and every such case, so long
as
such Event of Default shall not have been remedied, the
Trustee
may, and at the direction of the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall
in the case of any Event of Default described in clauses (i) through (vii)
above, by notice in writing to the Master Servicer and each Swap Provider (with
a copy to each Rating Agency), terminate all of the rights and obligations
of
the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder.
Notwithstanding
anything to the contrary contained in this Agreement, the Trustee shall only
terminate the Master Servicer for an Event of Default as described in clause
(vii) above upon direction from the Depositor. On
or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer hereunder, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 8.02 (a “Successor Master Servicer”). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer
is a
successor to the Master Servicer, make any Advance required by Article V,
subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the terminated
Master Servicer, as attorney- in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary
or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of any Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VII or Article IX. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’s responsibilities and rights hereunder, including, without limitation,
the transfer to the applicable Successor Master Servicer of all cash amounts
which shall at the time be credited to the Protected Account maintained pursuant
to Section 4.02, or thereafter be received with respect to the applicable
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default known to the Trustee.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan that was due prior to the notice terminating the
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which the Master Servicer
would have been entitled pursuant to Sections 4.02 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which arose
prior to the termination of its activities hereunder.
Notwithstanding
the foregoing, if an Event of Default described in clause (viii) of this Section
8.01 shall occur, the Trustee shall, by notice in writing to the Master
Servicer, which may be delivered by telecopy, immediately terminate all of
the
rights and obligations of the Master Servicer thereafter arising under this
Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Advances and other advances of its
own
funds, and the Trustee shall act as provided in Section 8.02 to carry out the
duties of the Master Servicer, including the obligation to make any Advance
the
nonpayment of which was an Event of Default described in clause (viii) of this
Section 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
Section
8.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 8.01 hereof the Trustee shall automatically become the successor to
the
Master Servicer with respect to the transactions set forth or provided for
herein and after a transition period (not to exceed 90 days), shall be subject
to all the responsibilities, duties and liabilities relating thereto placed
on
the Master Servicer by the terms and provisions hereof; provided, however that,
pursuant to Article V hereof, the Trustee in its capacity as Successor Master
Servicer shall be responsible for making any Advances required to be made by
the
Master Servicer immediately upon the termination of the Master Servicer and
any
such Advance shall be made on the Distribution Date on which such Advance was
required to be made by the predecessor Master Servicer. Effective on the date
of
such notice of termination, as compensation therefor, the Trustee shall be
entitled to all compensation, reimbursement of expenses and indemnification
that
the Master Servicer would have been entitled to if it had continued to act
hereunder, provided, however, that the Trustee shall not be (i) liable for
any
acts or omissions of the Master Servicer, (ii) obligated to make Advances if
it
is prohibited from doing so under applicable law, (iii) responsible for expenses
of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
losses on any Permitted Investment directed by the Master Servicer.
Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to
so
act, or shall, if it is prohibited by applicable law from making Advances
pursuant to Article V or if it is otherwise unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution the appointment of which does not adversely affect
the then current rating of the Certificates by each Rating Agency as the
successor to the Master Servicer hereunder in the assumption of all or any
part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx
Xxx
and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth
of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall
not be unreasonably withheld) and (iii) be willing to act as successor servicer
of any Mortgage Loans under this Agreement, and shall have executed and
delivered to the Depositor and the Trustee an agreement accepting such
delegation and assignment, that contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 8.01 or
as
otherwise set forth herein), with like effect as if originally named as a party
to this Agreement, provided that each Rating Agency shall have acknowledged
in
writing that its rating of the Certificates in effect immediately prior to
such
assignment and delegation will not be qualified or reduced as a result of such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 8.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall act in such capacity
as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of
payments on Mortgage Loans or otherwise as it and such successor shall agree;
provided that no such compensation unless agreed to by the Certificateholders
shall be in excess of that permitted the Master Servicer hereunder. The Trustee
and such successor shall take such action, consistent with this Agreement,
as
shall be necessary to effectuate any such succession. Neither the Trustee nor
any other Successor Master Servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused
by
the failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to
it.
The
costs
and expenses of the Trustee in connection with the termination of the Master
Servicer, appointment of a Successor Master Servicer and, if applicable, any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Master Servicer to service
the
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer as successor servicer under any
Subservicing Agreement shall give notice to the applicable Mortgagors of such
change of servicer and shall, during the term of its service as successor
servicer maintain in force the policy or policies that the Master Servicer
is
required to maintain pursuant to Section 3.08.
Section
8.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders, each Swap
Provider and to each Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and each Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Certificateholders and each Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing over 50% of the Voting Rights may, on behalf
of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except
a
default in the making of or the causing to be made of any required distribution
on the Certificates. Upon any such waiver of a past default, such default shall
be deemed to cease to exist, and any Event of Default arising therefrom shall
be
deemed to have been timely remedied for every purpose of this Agreement. No
such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Trustee shall
give notice of any such waiver to the Rating Agencies.
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01 Duties
of Trustee.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement
as duties of the Trustee. If an Event of Default has occurred and has not been
cured or waived, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and the same degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the
conduct of such Person’s own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Trustee pursuant to any provision of this Agreement, the
Trustee shall examine them to determine whether they are in the form required
by
this Agreement; provided, however, that the Trustee shall not be responsible
for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer;
provided, further, that the Trustee shall not be responsible for the accuracy
or
verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Trustee shall make monthly distributions and the final
distribution to the Certificateholders from funds in the Distribution Account
as
provided in Sections 5.04 and 10.01 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided, however, that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of all
such Events of Default which may have occurred, the duties and obligations
of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) The
Trustee shall not be liable in its individual capacity for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the directions of
the
Holders of Certificates evidencing not less than 25% of the aggregate Voting
Rights of the Certificates (or such other percentage as specifically set forth
herein), if such action or non-action relates to the time, method and place
of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or other power conferred upon the Trustee under this
Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee shall have actual knowledge thereof. In the absence of such knowledge,
the Trustee may conclusively assume there is no such default or Event of
Default;
(v) The
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held by or in the name of Trustee unless it is determined by a court
of
competent jurisdiction in a non-appealable judgment that the Trustee’s
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(vii) None
of
the Master Servicer, the Seller, the Depositor or the Trustee shall be
responsible for the acts or omissions of the other, it being understood that
this Agreement shall not be construed to render them partners, joint venturers
or agents of one another.
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder, or in
the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the Master Servicer.
(e) All
funds
received by the Trustee and required to be deposited in the Distribution Account
pursuant to this Agreement will be promptly so deposited by the
Trustee.
Section
9.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 9.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller or the Master Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) The
Trustee shall not be liable in its individual capacity for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or
within the discretion or rights or powers conferred upon it by this
Agreement;
(v) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing
not
less than 25% of the aggregate Voting Rights of the Certificates and provided
that the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement. The Trustee may require
reasonable indemnity against such expense or liability as a condition to taking
any such action. The reasonable expense of every such examination shall be
paid
by the Certificateholders requesting the investigation;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys; provided,
however, that the Trustee may not appoint any paying agent to perform any paying
agent functions under this Agreement without the express written consent of
the
Master Servicer, which consents will not be unreasonably withheld. The Trustee
shall not be liable or responsible for the misconduct or negligence of any
of
the Trustee’s agents or attorneys or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the Trustee deem the nature of any action required on its part to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(viii) The
Trustee shall not be required to give any bond or surety with respect to the
execution of the trust created hereby or the powers granted hereunder, except
as
provided in subsection 9.07; and
(ix) The
Trustee shall not have any duty to conduct any affirmative investigation as
to
the occurrence of any condition requiring the repurchase of any Mortgage Loan
by
any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
for purposes of this Agreement.
(b) The
Trustee, the Swap Administrator and the Group I Supplemental Interest Trust
Trustee are hereby directed by the Depositor to execute, deliver and perform
its
respective obligations under the Swap Administration Agreement and to perform
the obligations of the Trustee, the Swap Administrator and the Group I
Supplemental Interest Trust Trustee, respectively, thereunder on the Closing
Date and thereafter on behalf of the Holders of the Group I Certificates (and
any amendments or supplements to the Swap Administration Agreement as may be
requested by the Majority Class I-CE Certificateholder regarding the
distributions to be made to it or its designees thereunder). The Seller, the
Master Servicer, the Depositor and the Group I Certificateholders by acceptance
of their Certificates acknowledge and agree that the Trustee, the Swap
Administrator and the Group I Supplemental Interest Trust Trustee shall execute,
deliver and perform its respective obligations under the Swap Administration
Agreement and shall do so solely in its capacity as Trustee, the Swap
Administrator and the Group I Supplemental Interest Trust Trustee and not in
its
individual capacity. Amounts payable by the Trustee on any Distribution Date
to
the Swap Administrator shall be paid by the Trustee as provided herein. The
Trustee, the Swap Administrator and the Group I Supplemental Interest Trust
Trustee in its individual capacity shall have no responsibility for any of
the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
(c) The
Trustee, the Swap Administrator and the Group II Supplemental Interest Trust
Trustee are hereby directed by the Depositor to execute, deliver and perform
its
respective obligations under the Swap Administration Agreement and to perform
the obligations of the Trustee, the Swap Administrator and the Group II
Supplemental Interest Trust Trustee, respectively, thereunder on the Closing
Date and thereafter on behalf of the Holders of the Group II Certificates (and
any amendments or supplements to the Swap Administration Agreement as may be
requested by the Majority Class II-CE Certificateholder regarding the
distributions to be made to it or its designees thereunder). The Seller, the
Master Servicer, the Depositor and the Group II Certificateholders by acceptance
of their Certificates acknowledge and agree that the Trustee, the Swap
Administrator and the Group II Supplemental Interest Trust Trustee shall
execute, deliver and perform its respective obligations under the Swap
Administration Agreement and shall do so solely in its capacity as Trustee,
the
Swap Administrator and the Group II Supplemental Interest Trust Trustee and
not
in its individual capacity. Amounts payable by the Trustee on any Distribution
Date to the Swap Administrator shall be paid by the Trustee as provided herein.
The Trustee, the Swap Administrator and the Group II Supplemental Interest
Trust
Trustee in its individual capacity shall have no responsibility for any of
the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as a
Supplemental Interest Trust Trustee under the related Swap Agreement. The Swap
Administrator shall not have any liability for any failure or delay in payments
to the Trust which are required under the Swap Administration Agreement where
such failure or delay is due to the failure or delay of the Swap Providers
in
making such payment to the Swap Administrator. LaSalle Bank National Association
in its individual capacity and as Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustees shall be entitled to be indemnified and
held harmless by the Trust from and against any and all losses, claims, expenses
or other liabilities that arise by reason of or in connection with the
performance or observance by each of the Swap Administrator, the Trustee and
the
Supplemental Interest Trust Trustees of its duties or obligations under the
related Swap Agreement or the Swap Administration Agreement, except to the
extent that the same is due to the Swap Administrator’s, the Trustee’s or the
Supplemental Interest Trust Trustees’ gross negligence, willful misconduct or
fraud. Any Person appointed as successor trustee pursuant to Section 9.09 shall
also be required to serve as successor Swap Administrator and successor
supplemental interest trust trustee under the related Swap Agreement and the
Swap Administration Agreement.
Section
9.03 Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee shall not have any responsibility
for their correctness. The Trustee makes no representation as to the validity
or
sufficiency of the Certificates (other than the signature and countersignature
of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing
shall not relieve the Trustee, or the Custodian on its behalf, of the obligation
to review the Mortgage Files pursuant to Section 2.02 of this Agreement. The
Trustee’s signature and countersignature (or countersignature of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for
the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to Section 2.06, the Trustee shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement
or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
hereunder or intended to be issued hereunder. The Trustee shall not at any
time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not be responsible
for filing any financing or continuation statement in any public office at
any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to record this Agreement.
Section
9.04 Trustee
May Own Certificates.
The
Trustee in its individual capacity or in any capacity other than as Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee and may otherwise deal with
the
parties hereto.
Section
9.05 Trustee’s
Fees and Expenses.
The
Trustee will be entitled to recover from the Distribution Account pursuant
to
Section 4.05, the Trustee Fee, all reasonable out of pocket expenses,
disbursements and advances and the expenses of the Trustee in connection with
any Event of Default (or anything related thereto, including any determination
that an Event of Default does or does not exist), any breach of this Agreement
or any claim or legal action (including any pending or threatened claim or
legal
action) incurred or made by the Trustee in the administration of the trusts
hereunder (including the reasonable compensation, expenses and disbursements
of
its counsel) except any such expense, disbursement or advance as may arise
from
its negligence or intentional misconduct or which is the responsibility of
the
Certificateholders hereunder. If funds in the Distribution Account are
insufficient therefor, the Trustee shall recover such expenses, disbursements
or
advances from the Depositor and the Depositor hereby agrees to pay such
expenses, disbursements or advances. Such compensation and reimbursement
obligation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust.
Section
9.06 Eligibility
Requirements for Trustee.
The
Trustee and any successor Trustee shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of a state or the United States
of
America, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus and undivided profits of at least $50,000,000,
subject to supervision or examination by federal or state authority and rated
“BBB” or higher by Fitch with respect to their long-term rating and rated “BBB”
or higher by S&P and “Baa2” or higher by Xxxxx’x with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Trustee other than pursuant to Section 9.10, rated in one of the
two
highest long-term debt categories by each Rating Agency (at least “AA-” in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and
have a short-term debt rating of at least “A-1” from S&P, or otherwise
acceptable to, S&P. The Trustee shall not be an Affiliate of the Master
Servicer. If the Trustee publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 9.06 the combined capital
and
surplus of such corporation shall be deemed to be its total equity capital
(combined capital and surplus) as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.08.
Section
9.07 Insurance.
The
Trustee, at its own expense, shall at all times maintain and keep in full force
and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
forgery insurance (which may be collectively satisfied by a “Financial
Institution Bond” and/or a “Bankers’ Blanket Bond”); provided, that such
insurance may be provided through self-insurance so long as the Trustee is
rated
“A” or better by S&P and “A1” or better by Xxxxx’x. All such insurance shall
be in amounts, with standard coverage and subject to deductibles, as are
customary for insurance typically maintained by banks or their affiliates which
act as custodians for investor-owned mortgage pools. A certificate of an officer
of the Trustee as to the Trustee’s compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section
9.08 Resignation
and Removal of Trustee.
The
Trustee may at any time resign and be discharged from the Trust hereby created
by giving written notice thereof to the Depositor, the Seller and the Master
Servicer, with a copy to the Rating Agencies and each Swap Provider. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If
at any
time (i) the Trustee shall cease to be eligible in accordance with the
provisions of Section 9.06 hereof and shall fail to resign after written request
thereto by the Depositor, (ii) the Trustee shall become incapable of acting,
or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with
respect to the Trust Fund by any state in which the Trustee or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee and (C) the Trustee fails to indemnify the Trust Fund against
such tax, then the Depositor or the Master Servicer may remove the Trustee
and
appoint a successor trustee by written instrument, in multiple copies, a copy
of
which instrument shall be delivered to the Trustee, the Master Servicer and
the
successor trustee.
The
Holders evidencing over 50% of the Voting Rights of each Class of Certificates
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in multiple copies, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered by the successor trustee to the Master Servicer, the Trustee so
removed and the successor trustee so appointed. Notice of any removal of the
Trustee shall be given to each Rating Agency by the Trustee or successor
trustee.
Any
resignation or removal of LaSalle Bank National Association as Trustee shall
also result in the resignation or removal, as applicable, of LaSalle Bank
National Association as Swap Administrator. Any resignation or removal of the
Trustee and appointment of a successor trustee pursuant to any of the provisions
of this Section 9.08 shall become effective upon acceptance of appointment
by
the successor trustee as provided in Section 9.09 hereof and upon acceptance
of
appointment by a successor Swap administrator under the Swap Administration
Agreement.
Section
9.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 9.08 hereof shall execute,
acknowledge and deliver to the Depositor, to its predecessor trustee, the Master
Servicer an instrument accepting such appointment hereunder and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein.
No
successor trustee shall accept appointment as provided in this Section 9.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 9.07 hereof and its appointment shall not
adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
9.09, the successor trustee shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the successor trustee fails to
mail
such notice within ten days after acceptance of appointment, the Depositor
shall
cause such notice to be mailed at the expense of the Trust Fund.
Section
9.10 Merger
or Consolidation of Trustee.
Any
corporation, state bank or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee, shall be
the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 hereof without the execution
or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and
be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 9.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed (whether a Trustee hereunder or as a Successor Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in
any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
IX.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section
9.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute, and that the affairs of the
Trust
Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
“real estate mortgage investment conduit” as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the Trustee covenants
and agrees that it shall act as agent (and the Trustee is hereby appointed
to
act as agent) on behalf of the Trust Fund. The Trustee, as agent on behalf
of
the Trust Fund, shall do or refrain from doing, as applicable, the following:
(a) the Trustee shall prepare and file, or cause to be prepared and filed,
in a
timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each such REMIC containing such
information and at the times and in the manner as may be required by the Code
or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such
times and in such manner as may be required thereby; (b) the Trustee shall
apply
for an employer identification number with the Internal Revenue Service via
a
Form SS-4 or other comparable method for each REMIC that is or becomes a taxable
entity, and within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may
be
required by the Code, the name, title, address, and telephone number of the
Person that the Holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code for the Trust Fund; (c) the Trustee shall make or cause
to
be made elections, on behalf of each REMIC formed hereunder to be treated as
a
REMIC on the federal tax return of such REMIC for its first taxable year (and,
if necessary, under applicable state law); (d) the Trustee shall prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and
to
the Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them
in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption;
(e)
the Trustee shall provide information necessary for the computation of tax
imposed on the Transfer of a Residual Certificate to a Person that is not a
Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Person that is not a Permitted Transferee, or a pass-through
entity in which a Person that is not a Permitted Transferee is the record Holder
of an interest (the reasonable cost of computing and furnishing such information
may be charged to the Person liable for such tax); (f) the Trustee shall, to
the
extent under its control, conduct the affairs of the Trust Fund at all times
that any Certificates are outstanding so as to maintain the status of each
REMIC
formed hereunder as a REMIC under the REMIC Provisions; (g) the Trustee shall
not knowingly or intentionally take any action or omit to take any action that
could (i) cause the termination of the REMIC status of any REMIC formed
hereunder or (ii) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined
in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth
in Section 860G(d) of the Code); (h) the Trustee shall pay, from the sources
specified in this Section 9.12, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on
any
REMIC formed hereunder prior to the termination of the Trust Fund when and
as
the same shall be due and payable (but such obligation shall not prevent the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee shall sign or cause to be signed federal, state
or
local income tax or information returns or any other document prepared pursuant
to this Section 9.12 requiring a signature thereon by the relevant tax
authorities or other governmental entity; (j) the Trustee shall maintain records
relating to each REMIC formed hereunder including but not limited to the income,
expenses, assets and liabilities of each such REMIC and adjusted basis of the
Trust Fund property determined at such intervals as may be required by the
Code,
as may be necessary to prepare the foregoing returns, schedules, statements
or
information; (k) the Trustee shall, for federal income tax purposes, maintain
books and records with respect to the REMICs on a calendar year and on an
accrual basis; (l) the Trustee shall not enter into any arrangement not
otherwise provided for in this Agreement by which the REMICs will receive a
fee
or other compensation for services nor permit the REMICs to receive any income
from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
the Code or “permitted investments” as defined in Section 860G(a)(5) of the
Code; and (m) as and when necessary and appropriate, the Trustee, at the expense
of the Trust Fund, shall represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year
of
any REMIC formed hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of each REMIC formed
hereunder in relation to any tax matter involving any such REMIC.
In
order
to enable the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within 10 days after
the
Closing Date all information or data that the Trustee requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Trustee promptly upon written
request therefor, any such additional information or data that the Trustee
may,
from time to time, request in order to enable the Trustee to perform its duties
as set forth herein. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee arising from
any
errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X as defined in Section 860F(a)(2) of the Code, on the “net income
from foreclosure property” of the Trust Fund as defined in Section 860G(c) of
the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X after the Startup
Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X and
is,
in each case, attributable to the activities of REMIC I or related to Loan
Group
I,
and is
not paid as otherwise provided for herein, such tax shall be paid (i) by the
Master Servicer or Trustee, if any such tax arises out of or results from a
breach by the Master Servicer or Trustee of any of its obligations under this
Agreement, provided, however, in no event shall the Master Servicer have any
liability (1) for any action or omission that is taken in accordance with and
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any losses other than those arising out of
a
negligent performance by the Master Servicer of its duties and obligations
set
forth herein, or (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates), (ii) by any party hereto (other than the Master Servicer or
Trustee) to the extent any such tax arises out of or results from a breach
by
such other party of any of its obligations under this Agreement or (iii) in
all
other cases, or in the event that any liable party hereto fails to honor its
obligations under the preceding clauses (i) or (ii), first with amounts
otherwise to be distributed to the Class I-R Certificateholders, and second
with
amounts otherwise to be distributed to the Holders of the following other Group
I Certificates in the following order of priority: first,
to
the
Class I-M-10 Certificates, second,
to
the
Class I-M-9 Certificates, third, to the Class I-M-8 Certificates, fourth, to
the
Class I-M-7 Certificates, fifth, to the Class I-M-6 Certificates, sixth, to
the
Class I-M-5 Certificates, seventh, to the Class I-M-4 Certificates, eighth,
to
the Class I-M-3 Certificates, ninth, to the Class I-M-2 Certificates, tenth,
to
the Class I-M-1 Certificates, and eleventh, to the Class I-A Certificates (on
a
pro
rata
basis
based on the amounts to be distributed). Notwithstanding anything to the
contrary contained herein, to the extent that such tax is payable by the Holder
of any such Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class I-R Certificates (and, if
necessary, second, from the Holders of the other relevant Group I Certificates
in the priority specified in the preceding sentence), funds otherwise
distributable to such Holders in an amount sufficient to pay such
tax.
The
Trustee
shall
include in its Monthly Statement amounts allocated to the relevant Group I
Certificates, taking into account the priorities described in the second
preceding sentence. The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X as defined in Section 860F(a)(2) of the Code, on the “net income
from foreclosure property” of the Trust Fund as defined in Section 860G(c) of
the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X after the Startup
Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X and
is,
in each case, attributable to the activities of REMIC II or related to Loan
Group II,
and is
not paid as otherwise provided for herein, such tax shall be paid (i) by the
Master Servicer or Trustee, if any such tax arises out of or results from a
breach by the Master Servicer or Trustee of any of its obligations under this
Agreement, provided, however, in no event shall the Master Servicer have any
liability (1) for any action or omission that is taken in accordance with and
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any losses other than those arising out of
a
negligent performance by the Master Servicer of its duties and obligations
set
forth herein, or (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates), (ii) by any party hereto (other than the Master Servicer or
Trustee) to the extent any such tax arises out of or results from a breach
by
such other party of any of its obligations under this Agreement or (iii) in
all
other cases, or in the event that any liable party hereto fails to honor its
obligations under the preceding clauses (i) or (ii), first with amounts
otherwise to be distributed to the Class II-R Certificateholders and Holders
of
the Class I-R-2 Certificates and I-R-3 Certificates, and second with amounts
otherwise to be distributed to the Holders of the following other Group II
Certificates in the following order of priority: first,
to
the
Class II-M-10 Certificates, second,
to
the
Class II-M-9 Certificates, third, to the Class II-M-8 Certificates, fourth,
to
the Class II-M-7 Certificates, fifth, to the Class II-M-6 Certificates, sixth,
to the Class II-M-5 Certificates, seventh, to the Class II-M-4 Certificates,
eighth, to the Class II-M-3 Certificates, ninth, to the Class II-M-2
Certificates, tenth, to the Class II-M-1 Certificates, and eleventh, to the
Class II-A Certificates (on a pro
rata
basis
based on the amounts to be distributed). Notwithstanding anything to the
contrary contained herein, to the extent that such tax is payable by the Holder
of any such Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class II-R, Class I-R-2 and Class
I-R-3 Certificates (and, if necessary, second, from the Holders of the other
relevant Group II Certificates in the priority specified in the preceding
sentence), funds otherwise distributable to such Holders in an amount sufficient
to pay such tax. The
Trustee
shall
include in its Monthly Statement amounts allocated to the relevant Group II
Certificates and Class I-R-2 Certificates and Class I-R-3 Certificates, taking
into account the priorities described in the second preceding sentence.
The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
The
Trustee and the Master Servicer agree that, in the event it should obtain any
information necessary for the other party to perform its obligations pursuant
to
this Section 9.12, it will promptly notify and provide such information to
such
other party.
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
For
as
long as each REMIC shall exist, the Trustee and the Master Servicer shall act
in
accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and
the Trustee shall comply with any directions of the Seller or the Master
Servicer to assure such continuing treatment. In furtherance, but not in
limitation, of the foregoing, the Trustee and Master Servicer shall not (unless
expressly permitted under the terms of this Agreement) (a) sell or permit the
sale of all or any portion of the Mortgage Loans or of any investment of
deposits in an Account unless such sale is as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
Opinion addressed to the Trustee prepared at the expense of the Trust Fund;
(b)
other than with respect to a substitution pursuant to the Mortgage Loan Purchase
Agreement or Section 2.03 of this Agreement, as applicable, accept any
contribution to any REMIC after the Startup Day without receipt of a REMIC
Opinion; or (c) acquire any assets for any REMIC other than any REO Property
after the Startup Day without receipt of a REMIC Opinion.
For
the
avoidance of doubt, notwithstanding anything stated to the contrary herein,
neither the related Supplemental Interest Trust Trustee nor the Swap
Administrator nor the Trustee shall have any responsibility for the entity-level
tax filing or tax preparation of the related Supplemental Interest
Trust.
ARTICLE
X
TERMINATION
Section
10.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(a) Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
Group I Sub-Trust shall terminate, with respect to Loan Group I, upon the
earlier of (a) the exercise of the Majority Class I-CE Certificateholder (or
its
designee) or the Master Servicer, as applicable, pursuant to clause (b) below
of
its right to repurchase all of the Group I Mortgage Loans (and related REO
Properties) remaining in the Trust Fund at a price (the “Group I Mortgage Loan
Purchase Price”) equal to the sum of (i) 100% of the Stated Principal Balance of
each related Mortgage Loan (other than in respect of related REO Property),
(ii)
accrued interest thereon at the applicable Mortgage Rate to, but not including,
the first day of the month of such purchase, (iii) the appraised value of any
REO Property in the Group I Sub-Trust (up to the Stated Principal Balance of
the
related Mortgage Loan), such appraisal to be conducted by an appraiser mutually
agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed out-of
pocket costs of the Master Servicer, including unreimbursed Servicing Advances
and the principal portion of any unreimbursed Advances, made on the Group I
Mortgage Loans prior to the exercise of such repurchase right, (v) any
unreimbursed costs and expenses of the Trustee payable pursuant to Section
9.05
or of the Custodian pursuant to the Custodial Agreement with respect to Loan
Group I, (vi) any Group I Swap Termination Payment (which
shall include any Group I Net Swap Payment payable to the Group I Sub-Trust
for
the final Distribution Date)
payable
to the Group I Swap Provider which remains unpaid or which is due to the
exercise of such option (the “Group I Swap Optional Termination Payment”) and
(b) the later of (i) the maturity or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Group I Sub-Trust
and the disposition of all related REO Property and (ii) the distribution to
Group I Certificateholders of all amounts required to be distributed to them
pursuant to this Agreement, as applicable. In no event shall the Group I
Sub-Trust created hereby continue beyond the earlier of (i) the expiration
of 21
years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late Ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof and (ii) the related Latest Possible Maturity
Date.
(b) The
Majority Class I-CE Certificateholder shall have the right to repurchase all
Group I Mortgage Loans and related REO Properties at any time at which the
aggregate Stated Principal Balance of all of the Group I Mortgage Loans in
the
Group I Sub-Trust is not more than 10% of the aggregate Cut-off Date Principal
Balance of all of the Group I Mortgage Loans. If the Majority Class I-CE
Certificateholder does not exercise this option, the Master Servicer has the
right to repurchase all Group I Mortgage Loans and related REO Properties
pursuant to clause (a) in Section 10.01(a), conditioned upon the Stated
Principal Balance of all of the Group I Mortgage Loans in the Group I Sub-Trust,
at the time of any such repurchase, aggregating 5% or less of the aggregate
Cut-off Date Principal Balance of all of the Group I Mortgage Loans. If the
Majority Class I-CE Certificateholder or the Master Servicer elects to terminate
the Group I Sub-Trust pursuant to this Section 10.01 (such termination, a “Group
I Optional Termination”), the Majority Class I-CE Certificateholder or the
Master Servicer, as applicable, shall, at least 20 days prior to the last date
on which notice of such Group I Optional Termination is required to be mailed
to
the Group I Certificateholders pursuant to 10.02(ii), notify in writing (which
may be done in electronic format) the Depositor, the Master Servicer, the
Trustee and the Group I Swap Provider of the final Distribution Date on which
the Majority Class I-CE Certificateholder or the Master Servicer, as applicable,
intends to terminate the Group I Sub-Trust.
(c) In
connection with any Group I Optional Termination, four Business Days prior
to
the final Distribution Date specified in the notice required pursuant to Section
10.01(b), the Trustee shall, no later than 4:00 pm New York City time on such
day, request in writing (which may be done by facsimile) and by phone from
the
Group I Swap Provider the amount of the Group
I
Estimated Swap Termination Payment and
otherwise in accordance with the notice requirements of Part 5(c)(v) of the
Group I Swap Agreement. The Group I Swap Provider shall, no later than 2:00
pm
on the following Business Day, notify in writing (which may be done in
electronic format) the Trustee of the amount of the Group I Estimated Swap
Termination Payment (as
defined in the Group I Swap Agreement)
the
Trustee shall promptly on the same day notify the Majority Class I-CE
Certificateholder or the Master Servicer, as applicable, of the amount of the
Group I Estimated Swap Termination Payment.
(d) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.01(b), (i) the Majority Class
I-CE Certificateholder
or the
Master Servicer, as applicable, shall, no
later
than 1:00 pm New
York
City time on such day, deposit funds in the Distribution Account in an amount
equal to the sum of the Group I Mortgage Loan Purchase Price (other than the
Group I Swap Optional Termination Payment) and the Group I Estimated Swap
Termination Payment, and (ii) if the Trustee shall have determined that the
aggregate Stated Principal Balance of all of the Group I Mortgage Loans in
the
Group I Sub-Trust as of the related Determination Date is not
more
than 10% of the aggregate Cut-off Date Principal Balance of all of the Group
I
Mortgage Loans
or 5% of
the aggregate Cut-off Date Principal Balance of all of the Group I Mortgage
Loans, as applicable, and that all other requirements of the Group I Optional
Termination have been met, including without limitation, the deposit required
pursuant to this clause (d) as well as the requirements specified in Section
10.03, then the Trustee shall, on the same Business Day, provide written notice
to the Majority Class I-CE Certificateholder, the Depositor, the Master
Servicer, the Group I Supplemental Interest Trust Trustee, the Trustee, the
Custodian and the Group I Swap Provider (in accordance with the applicable
provision of the Group I Swap Agreement) confirming (a) its receipt of the
Group
I Mortgage Loan Purchase Price (other than the Group I Swap Optional Termination
Payment) and the Group I Estimated Swap Termination Payment and (b) that all
other requirements of the Group I Optional Termination have been met. Upon
the
Trustee’s providing the notice described in the preceding sentence, the Group I
Optional Termination shall become irrevocable, the notice to Group I
Certificateholders of such Group I Optional Termination provided pursuant to
the
second paragraph of Section 10.02 shall become unrescindable, the Group I Swap
Provider shall determine the Group I Swap Optional Termination Payment in
accordance with the Group I Swap Agreement, and the Group I Swap Provider shall
provide to the Trustee written notice of the amount of the Group I Swap Optional
Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section 10.02(ii)
and in the event that the Trustee fails to provide the notice described in
the
preceding sentence, any notice provided under Section 10.01(b) shall be deemed
rescinded.
(e) In
connection with any Group I Optional Termination, only an amount equal to the
Group I Mortgage Loan Purchase Price less any Group I Swap Optional Termination
Payment shall be made available for distribution to the Group I Regular
Certificates. Any Group I Estimated Swap Termination Payment deposited into
the
Distribution Account by the Majority Class I-CE Certificateholder or the Master
Servicer, as applicable, shall be withdrawn by the Trustee from the Distribution
Account on the related final Distribution Date and distributed as follows:
(i)
to the Group I Supplemental Interest Trust for payment to the Group I Swap
Provider in accordance with Section 3.21(c), an amount equal to the Group I
Swap
Optional Termination Amount calculated pursuant to the Group I Swap Agreement,
provided that in no event shall the amount distributed to the Group I Swap
Provider in respect of the Group I Swap Optional Termination Amount exceed
the
Group I Estimated Swap Termination Payment, and (ii) to the Majority Class
I-CE
Certificateholder or the Master Servicer, as applicable, an amount equal to
the
excess, if any, of the Group I Estimated Swap Termination Payment over the
Group
I Swap Optional Termination Payment. The Group I Swap Optional Termination
Payment shall not be part of any REMIC and shall not be paid into any account
which is part of any REMIC.
(f) Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
Group II Sub-Trust shall terminate, with respect to Loan Group II, upon the
earlier of (a) the exercise of the Majority Class II-CE Certificateholder (or
its designee) or the Master Servicer, as applicable, pursuant to clasue (g)
below of its right to repurchase all of the Group II Mortgage Loans (and related
REO Properties) remaining in the Trust Fund at a price (the “Group II Mortgage
Loan Purchase Price”) equal to the sum of (i) 100% of the Stated Principal
Balance of each related Mortgage Loan (other than in respect of related REO
Property), (ii) accrued interest thereon at the applicable Mortgage Rate to,
but
not including, the first day of the month of such purchase, (iii) the appraised
value of any REO Property in the Group II Sub-Trust (up to the Stated Principal
Balance of the related Mortgage Loan), such appraisal to be conducted by an
appraiser mutually agreed upon by the Master Servicer and the Trustee, (iv)
unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed
Servicing Advances and the principal portion of any unreimbursed Advances,
made
on the Group II Mortgage Loans prior to the exercise of such repurchase right,
(v) any unreimbursed costs and expenses of the Trustee payable pursuant to
Section 9.05 or of the Custodian pursuant to the Custodial Agreement with
respect to Loan Group II, (vi) any Group II Swap Termination Payment (which
shall include any Group II Net Swap Payment payable to the Group II Sub-Trust
for the final Distribution Date) payable to the Group II Swap Provider which
remains unpaid or which is due to the exercise of such option (the “Group II
Swap Optional Termination Payment”) and (b) the later of (i) the maturity or
other liquidation (or any Advance with respect thereto) of the last Mortgage
Loan remaining in the Group II Sub-Trust and the disposition of all related
REO
Property and (ii) the distribution to Group II Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement, as applicable.
In
no event shall the Group II Sub-Trust created hereby continue beyond the earlier
of (i) the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States
to
the Court of St. Xxxxx, living on the date hereof and (ii) the related Latest
Possible Maturity Date.
(g) The
Majority Class II-CE Certificateholder shall have the right to repurchase all
Group II Mortgage Loans and related REO Properties at any time at which the
aggregate Stated Principal Balance of all of the Group II Mortgage Loans in
the
Group II Sub-Trust is not more than 10% of the aggregate Cut-off Date Principal
Balance of all of the Group II Mortgage Loans. If the Majority Class II-CE
Certificateholder does not exercise this option, the Master Servicer has the
right to repurchase all Group II Mortgage Loans and related REO Properties
pursuant to clause (a) in Section 10.01(f), conditioned upon the Stated
Principal Balance of all of the Group II Mortgage Loans in the Group II
Sub-Trust, at the time of any such repurchase, aggregating 5% or less of the
aggregate Cut-off Date Principal Balance of all of the Group II Mortgage Loans.
If the Majority Class II-CE Certificateholder or the Master Servicer elects
to
terminate the Group II Sub-Trust pursuant to this Section 10.01 (such
termination, a “Group II Optional Termination”), the Majority Class II-CE
Certificateholder or the Master Servicer, as applicable, shall, at least 20
days
prior to the last date on which notice of such Group II Optional Termination
is
required to be mailed to the Group II Certificateholders pursuant to 10.02(ii),
notify in writing (which may be done in electronic format) the Depositor, the
Master Servicer, the Trustee and the Group II Swap Provider of the final
Distribution Date on which the Majority Class II-CE Certificateholder or the
Master Servicer, as applicable, intends to terminate the Group II Sub-Trust.
(h) In
connection with any Group II Optional Termination, four Business Days prior
to
the final Distribution Date specified in the notice required pursuant to Section
10.01(g), the Trustee shall, no later than 4:00 pm New York City time on such
day, request in writing (which may be done by facsimile) and by phone from
the
Group II Swap Provider the amount of the Group II Estimated Swap Termination
Payment (as defined in the Group IISwap Agreement) and otherwise in accordance
with the notice requirements of Part 5(c)(v) of the Group II Swap Agreement.
The
Group II Swap Provider shall, no later than 2:00 pm on the following Business
Day, notify in writing (which may be done in electronic format) the Trustee
of
the amount of the Group II Estimated Swap Termination Payment; the Trustee
shall
promptly on the same day notify the Majority Class II-CE Certificateholder
or
the Master Servicer, as applicable, of the amount of the Group II Estimated
Swap
Termination Payment.
(i) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.01(g) the Majority Class
II-CE Certificateholder
or the
Master Servicer, as applicable, shall, no
later
than 1:00 pm New
York
City time on such day, deposit funds in the Distribution Account in an amount
equal to the sum of the Group II Mortgage Loan Purchase Price (other than the
Group II Swap Optional Termination Payment) and the Group II Estimated Swap
Termination Payment, and (ii) if the Trustee shall have determined that the
aggregate Stated Principal Balance of all of the Group I Mortgage Loans in
the
Group II Sub-Trust as of the related Determination Date is not
more
than 10% of the aggregate Cut-off Date Principal Balance of all of the Group
II
Mortgage Loans
or 5% of
the aggregate Cut-off Date Principal Balance of all of the Group II Mortgage
Loans, as applicable, and that all other requirements of the Group II Optional
Termination have been met, including without limitation the deposit required
pursuant to this clause (i) as well as the requirements specified in Section
10.03, then the Trustee shall, on the same Business Day, provide written notice
to the Majority Class II-CE Certificateholder, the Depositor, the Master
Servicer, the Group II Supplemental Interest Trust Trustee, the Trustee, the
Custodian and the Group II Swap Provider (in accordance with the applicable
provision of the Group II Swap Agreement) confirming (a) its receipt of the
Group II Mortgage Loan Purchase Price (other than the Group II Swap Optional
Termination Payment) and the Group II Estimated Swap Termination Payment and
(b)
that all other requirements of the Group II Optional Termination have been
met.
Upon the Trustee’s providing the notice described in the preceding sentence, the
Group II Optional Termination shall become irrevocable, the notice to Group
II
Certificateholders of such Group II Optional Termination provided pursuant
to
the second paragraph of Section 10.02 shall become unrescindable, the Group
II
Swap Provider shall determine the Group II Swap Optional Termination Payment
in
accordance with the Group II Swap Agreement, and the Group II Swap Provider
shall provide to the Trustee written notice of the amount of the Group II Swap
Optional Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section 10.02(ii)
and in the event that the Trustee fails to provide the notice described in
the
preceding sentence, any notice provided under Section 10.01(g) shall be deemed
rescinded.
(j) In
connection with any Group II Optional Termination, only an amount equal to
the
Group II Mortgage Loan Purchase Price less any Group II Swap Optional
Termination Payment shall be made available for distribution to the Group II
Regular Certificates. Any Group II Estimated Swap Termination Payment deposited
into the Distribution Account by the Majority Class II-C Certificateholder
or
the Master Servicer, as applicable, shall be withdrawn by the Trustee from
the
Distribution Account on the related final Distribution Date and distributed
as
follows: (i) to the Group II Supplemental Interest Trust for payment to the
Group II Swap Provider in accordance with Section 3.22(c), an amount equal
to
the Group II Swap Optional Termination Amount calculated pursuant to the Group
II Swap Agreement, provided that in no event shall the amount distributed to
the
Group II Swap Provider in respect of the Group II Swap Optional Termination
Amount exceed the Group II Estimated Swap Termination Payment, and (ii) to
the
Majority Class II-C Certificateholder or the Master Servicer, as applicable,
an
amount equal to the excess, if any, of the Group II Estimated Swap Termination
Payment over the Group II Swap Optional Termination Payment. The Group II Swap
Optional Termination Payment shall not be part of any REMIC and shall not be
paid into any account which is part of any REMIC.
(k) Upon
receipt by the Custodian of notice from the Trustee pursuant to Sections
10.01(d) and 10.01(i) and the receipt by the Custodian of a Request for Release
therefor, the Custodian shall promptly release to the Master Servicer, as
applicable the Mortgage Files for the Mortgage Loans and the Trustee shall
execute and deliver any documents prepared and delivered to it which are
necessary to transfer any REO Property.
(l) Notwithstanding
the foregoing, the provisions of Section 7.03 hereof shall survive the
termination of this Agreement.
Notwithstanding
anything to the contrary herein, the Class I-R-2 Certificates and
Class
I-R-3 Certificates
will not
be retired until the later of (i) the retirement of all the Group II
Certificates and (ii) the retirement of all the Group I Certificates (other
than
the Class I-R-2 Certificates and Class I-R-3 Certificates).
Section
10.02 Final
Distribution on the Certificates.
(i) If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding related Mortgage Loans and no other funds or assets in the related
Sub-Trust other than the related funds in the Protected Account, the Master
Servicer shall direct the Trustee to send a final distribution notice promptly
to each related Certificateholder or (ii) the Trustee determines that a Class
of
Certificates shall be retired after a final distribution on such Class, the
Trustee shall notify the related Certificateholders within five (5) Business
Days after such Determination Date that the final distribution in retirement
of
such Class of Certificates is scheduled to be made on the immediately following
Distribution Date. Any final distribution made pursuant to the immediately
preceding sentence will be made only upon presentation and surrender of the
related Certificates at the Corporate Trust Office of the Trustee. If the
related Majority Class CE Certificateholder or the Master Servicer, as
applicable, elects to terminate the related Sub-Trust pursuant to Section 10.01,
at least 20 days prior to the date notice is to be mailed to the related
Certificateholders, the related Majority Class CE Certificateholder or the
Master Servicer, as applicable, shall notify the Depositor, each Swap Provider
and the Trustee of the date the related Majority Class CE Certificateholder
or
the Master Servicer, as applicable, intends to terminate the related Sub-Trust.
The related Majority Class CE Certificateholder or the Master Servicer, as
applicable, shall remit the Mortgage Loan Purchase Price to the Trustee two
Business Days prior to the Distribution Date for such related Optional
Termination by the related Majority Class CE Certificateholder or the Master
Servicer, as applicable.
(ii) Notice
of
any termination of the related Sub-Trust, specifying the Distribution Date
on
which related Certificateholders may surrender their Certificates for payment
of
the final distribution and cancellation, shall be given promptly by the Trustee
by letter to related Certificateholders mailed not later than two Business
Days
after the Determination Date in the month of such final distribution. Any such
notice shall specify (a) the Distribution Date upon which final distribution
on
the related Certificates will be made upon presentation and surrender of related
Certificates at the office therein designated, (b) the amount of such final
distribution, (c) the location of the office or agency at which such
presentation and surrender must be made and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being
made
only upon presentation and surrender of the Certificates at the office therein
specified. The Trustee will give such notice to each Rating Agency at the time
such notice is given to related Certificateholders.
(iii) In
the
event such notice is given, the Master Servicer shall cause all related funds
in
the Protected Account to be remitted to the Trustee for deposit in the
Distribution Account on two Business Days prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the related
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Trustee of a Request for Release therefor, the Trustee or the
Custodian shall promptly release to the Seller as applicable the Mortgage Files
for the related Mortgage Loans and the Trustee shall execute and deliver any
documents prepared and delivered to it which are necessary to transfer any
related REO Property.
(iv) Upon
presentation and surrender of the related Certificates, the Trustee shall cause
to be distributed to related Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the order
and
priority set forth in Section 5.04 hereof on the final Distribution Date and
in
proportion to their respective Percentage Interests.
(v) In
the
event that any affected Certificateholders shall not surrender Certificates
for
cancellation within six months after the date specified in the above mentioned
written notice, the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the
second notice all the applicable Certificates shall not have been surrendered
for cancellation, the Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets that remain a part of the Trust Fund. If
within one year after the second notice all Certificates shall not have been
surrendered for cancellation, the related Class R Certificateholders shall
be
entitled to all related unclaimed funds and other assets of the Trust Fund
that
remain subject hereto.
Section
10.03 Additional
Termination Requirements.
(a) Upon
exercise by the related Majority Class CE Certificateholder or the Master
Servicer, as applicable, of its purchase option as provided in Section 10.01,
the related Sub-Trust shall be terminated in accordance with the following
additional requirements, unless the Trustee has been supplied with an Opinion
of
Counsel addressed to the Trustee, at the expense of the related Majority Class
CE Certificateholder or the Master Servicer, as applicable, to the effect that
the failure of the related Sub-Trust to comply with the requirements of this
Section 10.03 will not (i) result in the imposition of taxes on “prohibited
transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding:
(1) The
related Majority Class CE Certificateholder or the Master Servicer, as
applicable, shall establish a 90-day liquidation period and notify the Trustee
thereof, and the Trustee shall in turn specify the first day of such period
in a
statement attached to the tax return for each of REMIC I, REMIC II, REMIC III,
REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X, as
applicable, pursuant to Treasury Regulation Section 1.860F-1. The related
Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall
satisfy all the requirements of a qualified liquidation under Section 860F
of
the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
obtained at the expense of the related Majority Class CE Certificateholder
or
the Master Servicer, as applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Trustee shall sell all of the assets of REMIC
I
or REMIC II, as applicable, for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the related Residual Certificates all cash on hand (other than cash retained
to
meet claims), and REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X, as applicable, shall terminate
at
that time.
(b) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for the related REMICs, which authorization shall be binding upon
all successor Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation under
Section 860F of the Code and any regulations thereunder upon the written request
of the related Majority Class CE Certificateholder or the Master Servicer,
as
applicable, and the receipt of the Opinion of Counsel referred to in Section
10.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the related Majority Class CE Certificateholder or
the
Master Servicer, as applicable.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without
the consent of any of the Certificateholders to cure any ambiguity, to correct
or supplement any provisions herein (including to give effect to the
expectations of investors), to comply with any changes in the Code, to revise
any provisions to reflect the obligations of the parties to this Agreement
as
they relate to Regulation AB, to change the manner in which the Protected
Account is maintained or to make such other provisions with respect to matters
or questions arising under this Agreement as shall not be inconsistent with
any
other provisions herein if such action shall not, as evidenced by an Opinion
of
Counsel addressed to the Trustee, adversely affect in any material respect
the
interests of any Certificateholder; provided that any such amendment shall
be
deemed not to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of
the respective ratings then assigned to the Certificates.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC
X as
a REMIC under the Code or to avoid or minimize the risk of the imposition of
any
tax on any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC
VII, REMIC VIII, REMIC IX or REMIC X pursuant to the Code that would be a claim
against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC
VII, REMIC VIII, REMIC IX or REMIC X at any time prior to the final redemption
of the Certificates, provided that the Trustee has been provided an Opinion
of
Counsel addressed to the Trustee, which opinion shall be an expense of the
party
requesting such opinion but in any case shall not be an expense of the Trustee
or the Trust Fund, to the effect that such action is necessary or appropriate
to
maintain such qualification or to avoid or minimize the risk of the imposition
of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of Holders of the Certificates evidencing over 50% of the Voting Rights,
with the consent of Holders of the Certificates evidencing over 50% of the
Voting Rights in the related Loan Group, or with the consent of Holders of
each
Class of Certificates affected thereby, evidencing over 50% of the Voting Rights
of that Class, as applicable, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or
of modifying in any manner the rights of the Holders of Certificates; provided
that no such amendment shall (i) reduce in any manner the amount of, or delay
the timing of, payments required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) cause any of REMIC I, REMIC
II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX
or
REMIC X to cease to qualify as a REMIC or (iii) reduce the aforesaid percentages
of Certificates of each Class the Holders of which are required to consent
to
any such amendment without the consent of the Holders of all Certificates of
such Class then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee, which opinion shall be an expense of the
party
requesting such amendment but in any case shall not be an expense of the
Trustee, to the effect that such amendment will not (other than an amendment
pursuant to clause (ii) of, and in accordance with, the preceding paragraph)
cause the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC
IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X or the
Certificateholders or cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X to cease to qualify
as a
REMIC at any time that any Certificates are outstanding. Further, nothing in
this Agreement shall require the Trustee to enter into an amendment without
receiving an Opinion of Counsel, satisfactory to the Trustee that (i) such
amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement (including any consent of the
applicable Certificateholders) have been complied with.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor, the
Master Servicer or the Trustee shall enter into any amendment that could
reasonably be expected to have a material adverse effect on the interests of
the
related Swap Provider (excluding, for the avoidance of doubt, any amendment
to
this Agreement that is entered into solely for the purpose of appointing a
successor servicer, master servicer, trustee or other service provider) without
the prior written consent of the related Swap Provider, which consent shall
not
be unreasonably withheld, conditioned or delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder, each Swap Provider and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
11.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all of the counties
or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office
or
elsewhere. The Master Servicer shall effect such recordation at the Trust’s
expense upon the request in writing of a Certificateholder, but only if such
direction is accompanied by an Opinion of Counsel (provided at the expense
of
the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
11.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
11.04 Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Notes,
Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Sellers to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Mortgage Loan Sellers or the
Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase
Agreement or this Agreement is held or deemed to create a security interest
in
such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement
shall each be deemed to be a security agreement within the meaning of the
Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in the Mortgage Loan Purchase Agreement from the Mortgage Loan
Sellers to the Depositor, and the conveyance provided for in this Agreement
from
the Depositor to the Trustee, shall be deemed to be an assignment and a grant
by
the Mortgage Loan Sellers or the Depositor, as applicable, for the benefit
of
the Certificateholders of a security interest in all of the assets that
constitute the Trust Fund, whether now owned or hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
11.05 Notices.
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer or the Trustee and the
appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.19 and 10.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered at or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
or by facsimile transmission to a number provided by the appropriate party
if
receipt of such transmission is confirmed to (i) in the case of the Depositor,
Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Chief Counsel, and with respect to Regulation AB
notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii)
in
the
case of the Seller or the Master Servicer, EMC Mortgage Corporation, 0000 Xxxx
Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention:
General Counsel, or such other address as may be hereafter furnished to the
other parties hereto by the Master Servicer in writing;
(iii)
in
the case of the Trustee, at each Corporate Trust Office or such other address
as
the Trustee may hereafter furnish to the other parties hereto, (iv) in the
case
of ABN
AMRO
Bank N.V., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, telecopier number: (000)
000-0000, Attn: Associate General Counsel and
(v)
in the case of the Rating Agencies, (x) Xxxxx’x Investors Service, Inc., 00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Home Equity Monitoring
and
(y) Standard & Poor’s, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, the Master Servicer or the Trustee under this Agreement shall be
effective only upon receipt. Any notice required or permitted to be mailed
to a
Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder
as
shown in the Certificate Register; any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section
11.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section
11.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 7.02, this Agreement may not be assigned by the Master Servicer, EMC
(on
its own behalf as Seller and on behalf of Master Funding) or the
Depositor.
Section
11.08 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced
by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein
or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section
11.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor and the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 11.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 9.05 hereof.
Section
11.10 Certificates
Nonassessable and Fully Paid.
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
Section
11.11 Third
Party Rights.
Each
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its express rights to receive any payments under this Agreement
or
any
other express
rights of
each
Swap Provider explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this Agreement as if it were
a
party hereto. The Swap Administrator shall be an express third-party beneficiary
of this Agreement to the extent of its express rights to receive any payments
under this Agreement or
any
other express
rights of
the
Swap Administrator explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this Agreement as if it were
a
party hereto.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
By:
/s/
Xxxxx Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Vice
President
EMC
MORTGAGE CORPORATION,
as
Seller
and as Master Servicer
By:
/s/
Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Senior Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
/s/
Xxxx
Xxxxx
Name:
Xxxx
Xxxxx
Title:
Vice
President
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
this
28th
day of
February, 2007, before me, a notary public in and for said State, appeared
Xxxxx
Xxxxxxxxxxx, personally known to me on the basis of satisfactory evidence to
be
an authorized representative of Bear Xxxxxxx Asset Backed Securities I LLC,
one
of the companies that executed the within instrument, and also known to me
to be
the person who executed it on behalf of such limited liability company and
acknowledged to me that such limited liability company executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
____________________________
Notary
Public
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
this
28th
day of
February, 2007, before me, a notary public in and for said State, appeared
__________________, personally known to me on the basis of satisfactory evidence
to be an authorized representative of EMC Mortgage Corporation, one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of such corporation and acknowledged to me
that
such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
____________________________
Notary
Public
[Notarial
Seal]
STATE
OF ILLINOIS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF XXXX
|
)
|
On
this
28th
day of
February, 2007, before me, a notary public in and for said State, appeared
______________, personally known to me on the basis of satisfactory evidence
to
be an authorized representative of LaSalle Bank National Association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
____________________________
Notary
Public
[Notarial
Seal]
EXHIBIT
A-1
Form
of
Class A Certificates
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
PRIOR
TO THE TERMINATION OF THE GROUP [I][II] SUPPLEMENTAL INTEREST TRUST, ANY PERSON
ACQUIRING A CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN
SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
[I-A-1][I-A-2][I-A-3][I-A-4]
[II-1A-1]
[II-1A-2][II-1A-3][II-1A-4]
[II-2A][II-3A]
Senior
|
||
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
March
26, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-A-1] [I-A-2] [I-A-3] [I-A-4] [II-1A-1] [II-1A-2] [II-1A-3] [II-1A-4] [II-2A]
[II-3A] Certificates with respect to a Trust Fund consisting primarily of a
pool
of conventional, closed-end, first and second lien, subprime, one- to
four-family fixed and adjustable interest rate mortgage loans sold by BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund relating to
Loan
Group [I][II], and does not represent an obligation of or interest in Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
referred to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer or the Trustee or any of their affiliates or any other person. None
of
Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
term includes any successors thereto under the Agreement referred to below).
The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as
of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date), an amount equal
to
the product of the Percentage Interest evidenced by this Certificate and the
amount (of interest and principal, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed
Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
(i) The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent the
Holders of the Certificates evidencing over 50% of the Voting Rights of the
related Certificates, or with the consent of the Holders of each Class of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
class or classes, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Prior
to
the termination of the Group [I][II] Supplemental Interest Trust, any transferee
of this Certificate shall be deemed to make the representations in Section
6.02(h) of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Group [I][II] Sub-Trust created
thereby (other than the obligations to make payments to related
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 Group [I][II] Sub-Trust and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group [I][II]
Mortgage Loan and (B) the remittance of all funds relating to Loan Group [I][II]
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 Group
[I][II] Sub-Trust
in
accordance with the terms of the Agreement. Such optional repurchase may be
made
only on or after the first Distribution Date on which the aggregate Stated
Principal Balance of the Group [I][II] Mortgage Loans is less than or equal
to a
certain percentage of the aggregate Stated Principal Balance of the Group
[I][II] Mortgage Loans as of the Cut-off Date as set forth in the Agreement.
The
exercise of such right will effect the early retirement of the Group [I][II]
Certificates. In no event, however, will the Group [I][II] Sub-Trust created
by
the Agreement continue beyond the earlier of
(i)
the expiration of 21 years after the death of certain persons identified in
the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement) related to Loan Group [I][II].
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
|
By:
|
||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-A-1][I-A-2][I-A-3][I-A-4][II-1A-1][II-1A-2]
[II-1A-3][II-1A-4][II-2A]
[II-3A] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
||
By:
|
||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-2
Form
of
Class M Certificates
[For
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9 and Class I-M-10 Certificates]
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I SENIOR
CERTIFICATES [,] [AND] [CLASS I-M-1 CERTIFICATES] [,] [AND] [CLASS I-M-2
CERTIFICATES] [,] [AND] [CLASS I-M-3 CERTIFICATES] [,] [AND] [CLASS I-M-4
CERTIFICATES] [,] [AND] [CLASS I-M-5 CERTIFICATES] [,] [AND] [CLASS I-M-6
CERTIFICATES] [,] [AND] [CLASS I-M-7 CERTIFICATES] [,] [AND] [CLASS I-M-8
CERTIFICATES] [AND] [CLASS I-M-9 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS
DEFINED BELOW).]
[For
the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9 and Class II-M-10 Certificates]
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II SENIOR
CERTIFICATES [,] [AND] [CLASS II-M-1 CERTIFICATES] [,] [AND] [CLASS II-M-2
CERTIFICATES] [,] [AND] [CLASS II-M-3 CERTIFICATES] [,] [AND] [CLASS II-M-4
CERTIFICATES] [,] [AND] [CLASS II-M-5 CERTIFICATES] [,] [AND] [CLASS II-M-6
CERTIFICATES] [,] [AND] [CLASS II-M-7 CERTIFICATES] [,] [AND] [CLASS II-M-8
CERTIFICATES] [AND] [CLASS II-M-9 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
[For
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8
and
Class II-M-9 Certificates] [EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.]
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
[For
the Class I-M-10 Certificates and Class II-M-10
Certificates]
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
“INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT
BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.]
[For
the Class I-M-10 Certificates and Class II-M-10
Certificates]
[NOTWITHSTANDING THE PREVIOUS PARAGRAPH, A CERTIFICATION WILL NOT BE REQUIRED
WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY, OR FOR ANY
SUBSEQUENT TRANSFER OF THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS
A
BOOK-ENTRY CERTIFICATE. ANY TRANSFEREE OF THIS CERTIFICATE AS A BOOK-ENTRY
CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT SUCH TRANSFEREE IS A
“QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE 1933
ACT.]
[For
the Class I-M-10 Certificates and Class II-M-10
Certificates]
[THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF
OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT
TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF
A
CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS
ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED
UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT
NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX
00-00, XXXX 00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR
THE
TRUSTEE, WHICH AS A BOOK-ENTRY CERTIFICATE WILL BE DEEMED REPRESENTED BY AN
OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION
SPECIFIED IN SECTION 6.02 OF THE AGREEMENT IS PROVIDED.]
Certificate
No.1
|
Adjustable
Rate
|
|
Class
[I-M-1][I-M-2][I-M-3][I-M-4][I-M-5]
[I-M-6][I-M-7][I-M-8][I-M-9][I-M-10]
[II-M-1][II-M-2][II-M-3][II-M-4][II-M-5]
[II-M-6][II-M-7][II-M-8][II-M-9][II-M-10]
Subordinate
|
||
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
March
26, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
||
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6][I-M-7][I-M-8][I-M-9][I-M-10][II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8][II-M-9]
[II-M-10] Certificates with respect to a Trust Fund consisting primarily of
a
pool of conventional, closed-end, first and second lien, subprime, one- to
four-family fixed and adjustable interest rate mortgage loans sold by BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund relating to
Loan
Group [I][II], and does not represent an obligation of or interest in Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
referred to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer or the Trustee or any of their affiliates or any other person. None
of
Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
term includes any successors thereto under the Agreement referred to below).
The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as
of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date), an amount equal
to
the product of the Percentage Interest evidenced by this Certificate and the
amount (of interest and principal, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed
Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto
[For
the
Class I-M-10 Certificates and Class II-M-10 Certificates] [No transfer of this
Class [I][II]-M-10 Certificate will be made unless such transfer is (i) exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said
Act
and laws and (ii) made in accordance with Section 6.02 of the Agreement. In
the
event that such transfer is to be made the Trustee shall register such transfer
if, (i) made to a transferee who has provided the Trustee with evidence as
to
its QIB status; or (ii) (A) the transferor has advised the Trustee in writing
that the Certificate is being transferred to an Institutional Accredited
Investor and (B) prior to such transfer the transferee furnishes to the Trustee
an Investment Letter; provided that if based upon an Opinion of Counsel to
the
effect that (A) and (B) above are not sufficient to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject
to,
the registration requirements of the Securities Act and other applicable laws,
the Trustee shall as a condition of the registration of any such transfer
require the transferor to furnish such other certifications, legal opinions
or
other information prior to registering the transfer of this Certificate as
shall
be set forth in such Opinion of Counsel.]
[For
the
Class I-M-10 Certificates and Class II-M-10 Certificates] [Notwithstanding
the
foregoing, the certifications will not be required with respect to the transfer
of this Certificate to a Depository, or for any subsequent transfer of this
Certificate for so long as this Certificate is a Book-Entry
Certificate.]
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.
(ii) The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent the
Holders of the Certificates evidencing over 50% of the Voting Rights of the
related Certificates, or with the consent of the Holders of each Class of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
class or classes, as applicable. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
[For
the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6,
Class I-M-7, Class I-M-8, Class I-M-9, Class II-M-1, Class II-M-2, Class II-M-3,
Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class
II-M-9 Certificates] [Each holder of a Certificate or beneficial ownership
shall
be deemed to have made the representations set forth in Section 6.02(h) of
the
Pooling and Servicing Agreement.]
[For
the
Class I-M-10 Certificates and Class II-M-10 Certificates] [This Certificate
may
not be acquired directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended, unless the transferee certifies
or
represents that the proposed transfer and holding of a Certificate and the
servicing, management and operation of the trust and its assets: (i) will not
result in any prohibited transaction which is not covered under an individual
or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0,
XXXX 95-60 or PTCE 96-23 and (ii) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer or the Trustee,
which will be deemed represented by an owner of a Book-Entry Certificate or
a
Global Certificate or unless an Opinion of Counsel specified in section 6.02
of
the Agreement is provided. This Certificate is one of a duly authorized issue
of
Certificates designated as set forth on the face hereof (the “Certificates”).
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.]
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Group [I][II] Sub-Trust created
thereby (other than the obligations to make payments to related
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 Group [I][II] Sub-Trust and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group [I][II]
Mortgage Loan and (B) the remittance of all funds relating to Loan Group [I][II]
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 Group [I][II]
Sub-Trust in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the first Distribution Date on which
the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans is less
than or equal to a certain percentage of the aggregate Stated Principal Balance
of the Group [I][II] Mortgage Loans as of the Cut-off Date as set forth in
the
Agreement. The exercise of such right will effect the early retirement of the
Group [I][II] Certificates. In no event, however, will the Group [I][II]
Sub-Trust created by the Agreement continue beyond the earlier of (i) the
expiration of 21 years after the death of certain persons identified in the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement) related to Loan Group [I][II].
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class
[I-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6][I-M-7][I-M-8][I-M-9][I-M-10][II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8][II-M-9][II-M-10]
Certificates referred to in the within-mentioned Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-3
Form
of
Class P Certificate
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
Certificate
No.1
|
Percentage
Interest: 100%
|
|
Class
[I-P][II-P]
|
||
Date
of Pooling and Servicing Agreement and Cut-off Date:
February
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$100.00
|
|
First
Distribution Date:
March
26, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$100.00
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[______]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
||
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-P][II-P] Certificates with respect to a Trust Fund consisting primarily
of a
pool of conventional, closed-end, first and second lien, subprime, one- to
four-family fixed and adjustable interest rate mortgage loans sold by BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund relating to
Loan
Group [I][II], and does not represent an obligation of or interest in Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
referred to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer or the Trustee or any of their affiliates or any other person. None
of
Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, first and second lien,
subprime, fixed and adjustable rate mortgage loans secured by one- to
four-family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx
Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC
Mortgage Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and
together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of
the Mortgage Loans (in that capacity, the “Master Servicer,” which term includes
any successors thereto under the Agreement referred to below). The Trust Fund
was created pursuant to the Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder’s prospective transferee upon
which such Opinion of Counsel is based. Neither the Depositor nor the Trustee
is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Sellers and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this Class [I-P][II-P] Certificate will be made unless the Trustee
shall have received either (i) the Opinion of Counsel set forth in Section
6.02(h) of the Agreement or (ii) a representation letter under Section 6.02(h)
of the Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
(iii) The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent the
Holders of the Certificates evidencing over 50% of the Voting Rights of the
related Certificates, or with the consent of the Holders of each Class of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
class or classes, as applicable. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Group [I][II] Sub-Trust created
thereby (other than the obligations to make payments to related
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 Group [I][II] Sub-Trust and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group [I][II]
Mortgage Loan and (B) the remittance of all funds relating to Loan Group [I][II]
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 Group [I][II]
Sub-Trust in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the first Distribution Date on which
the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans is less
than or equal to a certain percentage of the aggregate Stated Principal Balance
of the Group [I][II] Mortgage Loans as of the Cut-off Date as set forth in
the
Agreement. The exercise of such right will effect the early retirement of the
Group [I][II] Certificates. In no event, however, will the Group [I][II]
Sub-Trust created by the Agreement continue beyond the earlier of (i) the
expiration of 21 years after the death of certain persons identified in the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement) related to Loan Group [I][II].
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-P][II-P] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-4
Form
of
Class CE Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF
SUCH CERTIFICATE (1) PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION
FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS
PAYABLE BY THE RELATED SWAP PROVIDER, PURSUANT TO THE RELATED SWAP AGREEMENT,
TO
THE SWAP ADMINISTRATOR ON BEHALF OF THE RELATED SUPPLEMENTAL INTEREST TRUST
(I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE
(OR ANY SUCCESSOR FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS)
AND
(2) AGREES TO UPDATE SUCH FORM (A) UPON EXPIRATION OF ANY SUCH FORM, (B) AS
REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON
LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, EACH AS A CONDITION
TO
SUCH TRANSFER. IN ADDITION, NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE IF
SUCH TRANSFER WOULD CAUSE THE RELATED SUPPLEMENTAL INTEREST TRUST TO BE
BENEFICIALLY OWNED BY TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES,
OR
CONTINUE TO BE SO TREATED, UNLESS (I) EACH PROPOSED TRANSFEREE OF SUCH
CERTIFICATE COMPLIES WITH THE FOREGOING CONDITIONS, (II) THE PROPOSED MAJORITY
HOLDER OF THE CLASS I-CE CERTIFICATES (OR EACH HOLDER, IF THERE IS OR WOULD
BE
NO MAJORITY HOLDER) (X) PROVIDES, OR CAUSES TO BE PROVIDED, ON BEHALF OF THE
RELATED SUPPLEMENTAL INTEREST TRUST, IF APPLICABLE, TO
THE TRUSTEE, THE APPROPRIATE TAX CERTIFICATION FORM THAT WOULD BE REQUIRED
FROM
THE RELATED SUPPLEMENTAL INTEREST TRUST TO ELIMINATE ANY WITHHOLDING OR
DEDUCTION FOR TAXES FROM AMOUNTS PAYABLE BY THE RELATED SWAP PROVIDER, PURSUANT
TO THE RELATED SWAP AGREEMENT, TO THE SWAP ADMINISTRATOR ON BEHALF OF THE
RELATED SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM W-9 OR IRS FORM W-8BEN,
W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO),
TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (Y) AGREES TO UPDATE SUCH FORM
(A)
UPON EXPIRATION OF SUCH FORM, (B) AS REQUIRED UNDER THEM APPLICABLE U.S.
TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME
OBSOLETE OR INCORRECT. UNDER THE AGREEMENT, UPON RECEIPT OF ANY TAX
CERTIFICATION FORM PURSUANT TO THESE TRANSFER RESTRICTIONS FROM A HOLDER OF
THIS
CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION FORM TO THE
RELATED SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE RELATED SUPPLEMENTAL INTEREST
TRUST TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION FORM PROVIDED TO IT TO THE
RELATED SWAP PROVIDER. EACH HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE RELATED SUPPLEMENTAL INTEREST
TRUST TRUSTEE FORWARDING TO THE RELATED SWAP PROVIDER ANY TAX CERTIFICATION
FORM
IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS.
ANY
PURPORTED SALES OR TRANSFERS OF THIS CERTIFICATE TO A TRANSFEREE WHICH DOES
NOT
COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE
AGREEMENT.
Certificate
No. 1
|
Percentage
Interest: 100%
|
|
Class
[I-CE][II-CE]
|
Adjustable
Rate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
March
26, 2007
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
||
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-CE][II-CE] Certificates with respect to a Trust Fund consisting primarily
of
a pool of conventional, closed-end, first and second lien, subprime, one-to-four
family fixed and adjustable interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund relating to
Loan
Group [I][II], and does not represent an obligation of or interest in Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
referred to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer or the Trustee or any of their affiliates or any other person. None
of
Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting conventional, closed-end, first and second lien, fixed
and
adjustable rate mortgage loans secured by one- to four-family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and together
with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the
Mortgage Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee, or the Master Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law
or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Sellers and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this Class [I-CE][II-CE] Certificate will be made unless the Trustee
shall have received either (i) the Opinion of Counsel set forth in Section
6.02(h) of the Agreement or (ii) a representation letter under Section 6.02(h)
of the Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
(iv) The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent the
Holders of the Certificates evidencing over 50% of the Voting Rights of the
related Certificates, or with the consent of the Holders of each Class of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
class or classes, as applicable. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Group [I][II] Sub-Trust created
thereby (other than the obligations to make payments to related
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 Group [I][II] Sub-Trust and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group [I][II]
Mortgage Loan and (B) the remittance of all funds relating to Loan Group [I][II]
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 Group [I][II]
Sub-Trust in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the first Distribution Date on which
the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans is less
than or equal to a certain percentage of the aggregate Stated Principal Balance
of the Group [I][II] Mortgage Loans as of the Cut-off Date as set forth in
the
Agreement. The exercise of such right will effect the early retirement of the
Group [I][II] Certificates. In no event, however, will the Group [I][II]
Sub-Trust created by the Agreement continue beyond the earlier of (i) the
expiration of 21 years after the death of certain persons identified in the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement) related to Loan Group [I][II].
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-CE][II-CE] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-5
Form
of
Class R Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate
No.1
|
||
Class
[I-R-1][I-R-2][I-R-3][I-RX][II-R-1]
[II-RX]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
February
1, 2007
|
||
First
Distribution Date:
March
26, 2007
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Master
Servicer:
EMC
Mortgage Corporation
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CUSIP:
[_____]
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Last
Scheduled Distribution Date:
[__________,
__]
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ASSET-BACKED
CERTIFICATE
SERIES
2007-HE2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-RX] Certificates with respect to a Trust
Fund consisting primarily of a pool of conventional, closed-end, first and
second lien, subprime, one- to four-family fixed and adjustable interest rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund relating to
Loan
Group [I][II], and does not represent an obligation of or interest in Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
referred to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Trustee or any of their affiliates or any other person. None
of
Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, first and second lien,
subprime, fixed and adjustable rate mortgage loans secured by one- to four-
family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx
Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC
Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as
master servicer of the Mortgage Loans (in that capacity, the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among
BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and
as Master Servicer, and LaSalle Bank National Association, as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by
the
restrictions
set forth in the Agreement to the effect that (i) each person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee, (ii) the transfer of any Ownership Interest in this Certificate
will
be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a Permitted Transferee, (iii) any attempted
or purported transfer of any Ownership Interest in this Certificate in violation
of such restrictions will be absolutely null and void and will vest no rights
in
the purported transferee, and (iv) if any person other than a Permitted
Transferee acquires any Ownership Interest in this Certificate in violation
of
such restrictions, then the Depositor will have the right, in its sole
discretion and without notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected by the Depositor, which purchaser may be
the
Depositor, or any affiliate of the Depositor, on such terms and conditions
as
the Depositor may choose.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Class [I-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-RX] Certificate
will be made unless the Trustee shall have received either (i) the Opinion
of
Counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation
letter under Section 6.02(h) of the Agreement, in the form as described by
the
Agreement, stating that the transferee is not an employee benefit or other
plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of
the
Code (a “Plan”), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf
of
or purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
(v) The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent the
Holders of the Certificates evidencing over 50% of the Voting Rights of the
related Certificates, or with the consent of the Holders of each Class of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
class or classes, as applicable. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Group [I][II] Sub-Trust created
thereby (other than the obligations to make payments to related
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 Group [I][II] Sub-Trust and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group [I][II]
Mortgage Loan and (B) the remittance of all funds relating to Loan Group [I][II]
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 Group [I][II]
Sub-Trust in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the first Distribution Date on which
the
aggregate Stated Principal Balance of the Group [I][II] Mortgage Loans is less
than or equal to a certain percentage of the aggregate Stated Principal Balance
of the Group [I][II] Mortgage Loans as of the Cut-off Date as set forth in
the
Agreement. The exercise of such right will effect the early retirement of the
Group [I][II] Certificates. In no event, however, will the Group [I][II]
Sub-Trust created by the Agreement continue beyond the earlier of (i) the
expiration of 21 years after the death of certain persons identified in the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement) related to Loan Group [I][II].
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: _________,
____
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LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
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By:
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Authorized
Signatory
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CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-RX] Certificates
referred to in the within-mentioned Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
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By:
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Authorized
Signatory
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ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
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funds
to
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for
the account of
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account
number
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or,
if mailed by check, to
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Applicable
statements should be mailed to
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This
information is provided by
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assignee
named above, or
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its
agent.
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EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
CITY1 ZIP_CODE STATE MI_CERT1 FIRST_PAY_DATE MATURITY_DATE AM_TYPE ----- -------- ----- -------- -------------- ------------- ------- 1 ORANGE 92869 CA 100180100003771000 20070201 20370101 ARMS 2 DANBURY 6811 CT 100061102972958000 20061101 20361001 ARMS 0 XXXXXX XXXXXXX 00000 XX 100061102973357000 20070101 20361201 ARMS 4 RIDGE 11961 NY 100061102973375000 20070201 20370101 ARMS 5 XXXXXX FALLS 12839 NY 100073020061638000 20070101 20361201 ARMS 6 XXXXXXXX 00000 XX 100175120063164000 20070101 20361201 ARMS 7 WHITTIER 90606 CA 100175120063365000 20070101 20361201 ARMS 8 EWA BEACH 96706 HI 100175120063586000 20070101 20361201 ARMS 9 COACHELLA 92236 CA 100175120063973000 20070101 20361201 ARMS 10 VERON TOWNSHIP 7462 NJ 100028800020098000 20061201 20361101 ARMS 11 MERCED 95340 CA 100337506110178000 20070101 20361201 ARMS 12 LANCASTER 93534 CA 100337506110173000 20070101 20361201 FIXED 13 MERCED 95340 CA 100337506110178000 20070101 20361201 FIXED 14 CICERO 46034 IN 100013700033878000 20070101 20361201 FIXED 15 NOBLESVILLE 46060 IN 100013700033879000 20070101 20361201 ARMS 00 XXXX XX XXXXXX XXXX 0000 XX 100028800020096000 20061201 20361101 ARMS 00 XXXXX XXX XXXXX 00000 XX 100053525031763000 20061101 20361001 ARMS 18 LANSING 48910 MI 100053525031836000 20061201 20361101 ARMS 19 SAN XXXX 95136 CA 100053525031869000 20061201 20361101 ARMS 20 HOLLYWOOD 33021 FL 100053525031887000 20061201 20361101 ARMS 21 PALM COAST 32164 FL 100180100003837000 20070201 20370101 ARMS 22 CLEARLAKE 95422 CA 100180100003845000 20070201 20370101 ARMS 23 RIALTO 92376 CA 100180100003854000 20070201 20370101 ARMS 24 FULLERTON 92833 CA 100180100003857000 20070201 20370101 ARMS 25 TUCSON 85713 AZ 100180100003842000 20070201 20370101 ARMS 26 CHULA VISTA 91911 CA 100180100003853000 20070201 20370101 ARMS 27 CHULA VISTA 91911 CA 100180100003853000 20070201 20220101 FIXED 28 RIALTO 92376 CA 100180100003856000 20070201 20370101 ARMS 29 ARTESIA 90701 CA 100180100003857000 20070201 20370101 FIXED 30 XXXXXXX 38018 TN 100180100003840000 20070201 20370101 ARMS 31 CHICAGO 60611 IL 100180100003863000 20070201 20370101 ARMS 32 HANFORD 93230 CA 100180100003860000 20070201 20370101 ARMS 33 WESTMINSTER 21157 MD 100180100003810000 20070201 20370101 FIXED 34 NOKOMIS 34275 FL 100180100003842000 20070201 20370101 ARMS 35 LOGANVILLE 30052 GA 100180100003851000 20070201 20370101 ARMS 00 XXXXXXXX XXXXXX 00000 XX 100180100003864000 20070201 20370101 ARMS 37 BROOKLYN CENTER 55430 MN 100180100003864000 20070201 20370101 FIXED 38 CITRUS HEIGHTS 95621 CA 100180100003856000 20070201 20370101 ARMS 39 CLERMONT 34711 FL 100180100003859000 20070201 20370101 ARMS 40 WOODRIDGE 60517 IL 100180100003848000 20070201 20370101 ARMS 41 BEL AIR 21014 MD 100180100003827000 20070201 20370101 ARMS 42 PISCATAWAY 8854 NJ 100180100003855000 20070201 20370101 ARMS 43 GLENVILLE 17329 PA 100180100003848000 20070201 20370101 ARMS 44 MILFORD 1757 MA 100180100003851000 20070201 20370101 FIXED 45 TEANECK 7666 NJ 100180100003860000 20070201 20370101 ARMS 00 XXXX XXXXX 0000 XX 100180100003858000 20070201 20370101 FIXED 47 XXXXXXXXXX 00000 XX 100180100003864000 20070201 20370101 ARMS 48 SAN XXXXXX 76905 TX 100180100003861000 20070201 20370101 FIXED 00 XXXXXX XXXX 00000 XX 100180100003828000 20070201 20370101 FIXED 50 SUMMERVILLE 29483 SC 100180100003850000 20070201 20370101 FIXED 51 CEDAR CITY 84720 UT 100180100003831000 20070201 20370101 ARMS 52 LA PLATA 20646 MD 100180100003841000 20070201 20370101 ARMS 53 XXXXXXXX 00000 XX 100180100003852000 20070201 20370101 ARMS 00 XXXXX XXXXXXXX 20774 MD 100180100003838000 20070201 20370101 ARMS 55 FRESNO 93702 CA 100180100003837000 20070201 20370101 ARMS 56 JACKSONVILLE 32210 FL 100516300000101000 20070201 20370101 ARMS 57 JACKSONVILLE 28546 NC 100180100003844000 20070201 20370101 ARMS 58 XXXXXX XXXXX 21117 MD 100180100003854000 20070201 20370101 ARMS 59 MISHAWAKA 46544 IN 100022100192019000 20070201 20370101 ARMS 60 WASHINGTON 20010 DC 100180100003850000 20070201 20370101 ARMS 61 FAIRFIELD 94533 CA 100022100192019000 20070201 20370101 FIXED 62 BALTIMORE 21223 MD 100180100003839000 20070201 20370101 ARMS 63 LAS VEGAS 89110 NV 100180100003832000 20070201 20370101 ARMS 64 ARLETA 91331 CA 100022100192020000 20070201 20370101 ARMS 65 OCEANSIDE 92056 CA 100180100003856000 20070201 20370101 ARMS 66 RIVERSIDE 92505 CA 100180100003849000 20070201 20370101 ARMS 67 MONROE 30656 GA 100180100003860000 20070201 20370101 FIXED 68 XXXXXXX 96001 CA 100180100003799000 20070201 20370101 ARMS 69 XXXXXXXXX 00000 XX 100180100003838000 20070201 20370101 FIXED 70 ROCHESTER 14612 NY 100180100003847000 20070201 20370101 FIXED 71 MURRIETA 92562 CA 100180100003836000 20070201 20370101 ARMS 72 SANTA XXXX 95401 CA 100180100003732000 20070201 20370101 FIXED 00 XXXXX XXXXXXXX 20772 MD 100180100003819000 20070201 20370101 ARMS 74 PRESCOTT 86305 AZ 100180100003822000 20070201 20370101 ARMS 75 POWHATAN 23139 VA 100180100003854000 20070201 20370101 FIXED 76 ATLANTA 30341 GA 100180100003857000 20070201 20370101 ARMS 77 MIAMI 33162 FL 100180100003799000 20070201 20370101 FIXED 78 PASSAIC 7055 NJ 100180100003841000 20070201 20370101 ARMS 79 SAINT LOUIS 63135 MO 100180100003845000 20070201 20370101 FIXED 80 TAMPA 33612 FL 100180100003860000 20070201 20370101 ARMS 81 PLYMOUTH MEETING 19462 PA 100180100003840000 20070201 20370101 ARMS 82 GRASS VALLEY 95945 CA 100180100003807000 20070201 20370101 ARMS 00 XXXXX XXXXXXX 00000 XX 100180100003836000 20070201 20370101 ARMS 84 BALTIMORE 21229 MD 100180100003838000 20070201 20370101 ARMS 85 BALLSTON LAKE 12019 NY 100180100003814000 20070201 20370101 FIXED 86 PORTLAND 97213 OR 100180100003862000 20070201 20370101 ARMS 87 AMISSVILLE 20106 VA 100516300000101000 20070201 20370101 ARMS 88 HOUSTON 77023 TX 100180100003850000 20070201 20370101 FIXED 89 NASHVILLE 37216 TN 100331600004264000 20070201 20370101 FIXED 90 AVENEL 7001 NJ 100180100003835000 20070201 20220101 FIXED 91 TURLOCK 95380 CA 100180100003791000 20070201 20370101 ARMS 00 XXXXXXXXX XXXXXXX 00000 FL 100180100003841000 20070201 20370101 ARMS 00 XXXXXXXXX XXXXXXX 00000 FL 100180100003841000 20070201 20370101 FIXED 94 FRANKLINVILLE 8322 NJ 100180100003819000 20070201 20370101 ARMS 95 BUNKER HILL 25413 WV 100180100003809000 20070201 20370101 ARMS 96 XXXXXXXXX 7206 NJ 100180100003836000 20070201 20370101 ARMS 00 XXXX XXXXXX 00000 MD 100180100003823000 20070201 20370101 FIXED 00 XXXXX XXXX XXXXX 00000 XX 100180100003835000 20070201 20370101 ARMS 99 XXXXXXX 60050 IL 100180100003817000 20070201 20370101 ARMS 000 XXXXX XXXXXXXXXX 00000 XX 100180100003828000 20070201 20370101 ARMS 000 XXXXXXX 60142 IL 100180100003820000 20070201 20370101 ARMS 000 XXXXXXX XXXX 00000 XX 100180100003830000 20070201 20370101 FIXED 000 XXXXXXXXX 00000 MD 100180100003759000 20070201 20370101 ARMS 000 XXXXX XXXXXXXX 20774 MD 100180100003832000 20070201 20370101 FIXED 105 OKLAHOMA CITY 73120 OK 100180100003822000 20070201 20370101 ARMS 106 XXXXXXXX 47882 IN 100180100003826000 20070201 20370101 ARMS 107 XXXX XXXXXXXXXX 00000 FL 100180100003828000 20070201 20370101 ARMS 108 KISSIMMEE 34743 FL 100180100003820000 20070201 20370101 FIXED 000 XXXX XXXXX 00000 XX 100180100003792000 20070201 20370101 ARMS 110 PARKLAND 33076 FL 100180100003827000 20070201 20370101 ARMS 111 MINNEAPOLIS 55430 MN 100180100003793000 20070201 20370101 FIXED 000 XXXXXXXXXX 3104 NH 100180100003828000 20070201 20370101 ARMS 113 VINCENTOWN 8088 NJ 100180100003832000 20070201 20370101 ARMS 114 PHILADELPHIA 19135 PA 100180100003824000 20070201 20370101 ARMS 115 SUFFOLK 23434 VA 100180100003819000 20070201 20370101 FIXED 000 XXXXXXX XXXX 00000 XX 100180100003826000 20070201 20370101 FIXED 000 XXXXXXX 00000 MD 100180100003819000 20070201 20370101 ARMS 000 XXXXX XXX 00000 MD 100180100003838000 20070201 20370101 ARMS 000 XXXXX XXX 00000 MD 100180100003800000 20070201 20370101 FIXED 120 WENONAH 8090 NJ 100180100003835000 20070201 20370101 ARMS 121 DANSVILLE 14437 NY 100180100003837000 20070201 20320101 FIXED 000 XXXXXX XXXX 00000 XX 100180100003834000 20070201 20370101 ARMS 000 XXXXXXXXX 21801 MD 100180100003714000 20070201 20370101 ARMS 000 XXXXX XXXX 00000 XX 100180100003835000 20070201 20370101 ARMS 000 XXXXX XXXX 00000 XX 100180100003835000 20070201 20220101 FIXED 126 JOLIET 60435 IL 100180100003826000 20070201 20370101 ARMS 000 XXXXX XXXX 00000 XX 100180100003800000 20070201 20370101 ARMS 128 STONE MOUNTAIN 30088 GA 100180100003815000 20070201 20370101 ARMS 000 XXXXX XXXXX 00000 XX 100180100003834000 20070201 20370101 ARMS 130 MIAMI 33177 FL 100180100003831000 20070201 20370101 ARMS 000 XXX XXXXXXXXXX 00000 XX 100180100003828000 20070201 20370101 ARMS 132 ORANGE 92869 CA 100180100003834000 20070201 20220101 FIXED 133 ORANGE 92869 CA 100180100003834000 20070201 20370101 ARMS 134 MODESTO 95357 CA 100180100003838000 20070201 20370101 FIXED 000 XXXXXX XXXXXX 00000 XX 100180100003796000 20070201 20370101 ARMS 000 XXXXX XXXXXXX 00000 XX 100230600000061000 20070201 20370101 FIXED 137 LINDEN 7036 NJ 100180100003832000 20070201 20370101 FIXED 000 XXXXXXX 00000 VA 100180100003798000 20070201 20370101 ARMS 000 XXXXX XXXXX 00000 XX 100180100003800000 20070201 20370101 ARMS 140 MILWAUKEE 53206 WI 100180100003824000 20070201 20370101 ARMS 141 MILWAUKEE 53206 WI 100180100003824000 20070201 20370101 ARMS 000 XXXXXXXXX 13601 NY 100180100003827000 20070201 20370101 FIXED 000 XXXXXXXX 00000 MD 100180100003832000 20070201 20370101 ARMS 144 LOS ANGELES 90043 CA 100180100003829000 20070201 20370101 ARMS 000 XXXXXXXX 21040 MD 100180100003824000 20070201 20370101 ARMS 146 XXXXXX 27529 NC 100180100003813000 20070201 20370101 FIXED 000 XXXX XXXXXXX 00000 XX 100180100003752000 20070201 20370101 ARMS 000 XXXXXX XXXXXX 00000 XX 100180100003803000 20070201 20370101 ARMS 000 XXXX XXXXXXX 00000 XX 100180100003803000 20070201 20370101 FIXED 150 XXXXXXX 38363 TN 100180100003826000 20070201 20370101 FIXED 151 PHILADELPHIA 19136 PA 100180100003812000 20070201 20370101 FIXED 000 XXX XXXXX 00000 XX 100180100003828000 20070201 20370101 ARMS 153 LONG BEACH 90804 CA 100180100003816000 20070201 20370101 ARMS 000 XXXXXXXXX 00000 MD 100180100003818000 20070201 20370101 ARMS 000 XXXXXX XXXXXX 00000 XX 100180100003806000 20070201 20370101 FIXED 156 PALMDALE 93552 CA 100180100003827000 20070201 20370101 ARMS 157 MAYWOOD 60153 IL 100180100003800000 20070201 20370101 ARMS 158 APOPKA 32703 FL 100180100003836000 20070201 20370101 ARMS 159 VALRICO 33594 FL 100180100003811000 20070201 20370101 ARMS 160 GRAYLAND 98547 WA 100180100003804000 20070201 20370101 FIXED 000 XXXXXXXXXX 16115 PA 100180100003815000 20070201 20370101 FIXED 000 XXXXXXXXXX 16115 PA 100180100003815000 20070201 20370101 FIXED 000 XXXXXX 19363 PA 100180100003770000 20070201 20370101 ARMS 000 XXXXXXX 95380 CA 100180100003791000 20070201 20370101 ARMS 165 MODESTO 95354 CA 100180100003839000 20070201 20220101 FIXED 000 XXXXXXXXXX 84015 UT 100180100003820000 20070201 20370101 ARMS 167 ORLANDO 32820 FL 100180100003830000 20070201 20370101 FIXED 168 NIXA 65714 MO 100180100003811000 20070201 20370101 ARMS 000 XXXXXXX 95361 CA 100180100003812000 20070201 20370101 ARMS 000 XXXXXXX 95361 CA 100180100003828000 20070201 20370101 FIXED 171 ADELANTO 92301 CA 100180100003831000 20070201 20370101 ARMS 172 SALT LAKE CITY 84116 UT 100180100003814000 20070201 20370101 ARMS 173 SALT LAKE CITY 84116 UT 100180100003814000 20070201 20370101 FIXED 000 XXXXXXXXXX 60193 IL 100180100003810000 20070201 20370101 ARMS 175 LOS ANGELES 90047 CA 100180100003835000 20070201 20370101 FIXED 000 XXXXXXXX 85301 AZ 100180100003797000 20070201 20370101 ARMS 177 JAMAICA 11432 NY 100180100003822000 20070201 20370101 ARMS 178 XXXX XXXXXXX 00000 IL 100180100003822000 20070201 20370101 ARMS 179 WILMINGTON 28409 NC 100180100003822000 20070201 20370101 ARMS 180 STATEN ISLAND 10305 NY 100180100003728000 20070201 20370101 ARMS 181 FONTANA 92336 CA 100180100003824000 20070201 20370101 FIXED 000 XXXXXXXXXXXX 00000 IN 100180100003828000 20070201 20370101 ARMS 183 SPRING 77373 TX 100180100003802000 20070201 20220101 FIXED 184 LOS ANGELES 91405 CA 100180100003814000 20070201 20370101 ARMS 185 ROCKY MOUNT 27801 NC 100180100003825000 20070201 20370101 ARMS 186 XXXXXXXXXX 00000 XX 100180100003838000 20070201 20370101 FIXED 000 XXX XXXX 00000 XX 100180100003826000 20070201 20370101 ARMS 188 CHICAGO 60644 IL 100180100003808000 20070201 20370101 FIXED 189 HURRICANE 25526 WV 100180100003830000 20070201 20370101 ARMS 190 CALIMESA 92320 CA 100180100003816000 20070201 20220101 FIXED 191 ALBUQUERQUE 87121 NM 100180100003756000 20070201 20370101 ARMS 192 ANTIOCH 94531 CA 100180100003826000 20070201 20370101 FIXED 000 XXXXXXXX XXXXXXX 00000 CO 100180100003835000 20070201 20370101 ARMS 194 CULPEPER 22701 VA 100180100003801000 20070201 20370101 ARMS 195 BROOKLYN 11203 NY 100180100003795000 20070201 20370101 ARMS 196 BROOKLYN 11203 NY 100180100003795000 20070201 20220101 FIXED 197 XXXXXX 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00000 XX 100180100003843000 20070201 20370101 FIXED 274 PALMDALE 93551 CA 100180100003851000 20070201 20220101 FIXED 275 PALMDALE 93551 CA 100180100003851000 20070201 20370101 ARMS 276 BOWIE 20716 MD 100516300000101000 20070201 20370101 FIXED 000 XXXX XXXXXXXX 0000 XX 100180100003760000 20070201 20370101 ARMS 278 TORRANCE 15779 PA 100180100003835000 20070201 20370101 ARMS 279 ANTELOPE 95843 CA 100180100003851000 20070201 20370101 ARMS 280 MIAMI 33175 FL 100262410900018000 20070201 20370101 ARMS 281 CERES 95307 CA 100180100003789000 20070201 20370101 FIXED 282 LAS VEGAS 89149 NV 100302306120056000 20070201 20370101 FIXED 000 XXXXXXXX 00000 VA 100180100003858000 20070201 20370101 ARMS 284 CHINO HILLS 91709 CA 100180100003823000 20070201 20370101 FIXED 000 XXXXXXXXX 92509 CA 100180100003802000 20070201 20370101 ARMS 286 MIAMI 33015 FL 100180100003852000 20070201 20370101 FIXED 287 PALM COAST 32137 FL 100180100003852000 20070201 20370101 FIXED 000 XXXXXXX XXXXXXX 00000 IL 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100180100003822000 20070201 20370101 FIXED 000 XXXXXXXXXX 00000 VA 100180100003790000 20070201 20370101 ARMS 335 LITHONIA 30058 GA 100180100003822000 20070201 20370101 FIXED 336 XXXXXXXXX 8012 NJ 100180100003816000 20070201 20370101 ARMS 337 RIVERVIEW 33569 FL 100180100003836000 20070201 20370101 FIXED 338 RIVERVIEW 33569 FL 100180100003836000 20070201 20370101 ARMS 339 MIAMI 33177 FL 100180100003839000 20070201 20370101 FIXED 340 OCALA 34473 FL 100180100003814000 20070201 20370101 ARMS 000 XXXXXX XXXXXXX 34688 FL 100180100003833000 20070201 20370101 FIXED 000 XXXXXX XXXXXXX 00000 GA 100180100003806000 20070201 20370101 FIXED 343 TEANECK 7666 NJ 100180100003822000 20070201 20370101 ARMS 000 XXXXXXXXX 00000 MD 100180100003805000 20070201 20370101 FIXED 000 XXXXXXX 11434 NY 100022100191735000 20070201 20370101 ARMS 346 AVA 62907 IL 100180100003817000 20070201 20370101 ARMS 347 LITHONIA 30058 GA 100180100003831000 20070201 20370101 FIXED 000 XXXXXXXXXX 60544 IL 100180100003811000 20070201 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20070201 20370101 ARMS 364 INDIO 92203 CA 100180100003803000 20070201 20370101 FIXED 365 LOS ANGELES 90044 CA 100180100003813000 20070201 20370101 ARMS 366 LOS ANGELES 90044 CA 100180100003813000 20070201 20220101 FIXED 367 CHANDLER 85225 AZ 100180100003817000 20070201 20370101 ARMS 000 XXXXXXX 64776 MO 100180100003796000 20070201 20370101 ARMS 369 SAN DIEGO 92129 CA 100180100003831000 20070201 20370101 ARMS 370 SAN DIEGO 92129 CA 100180100003831000 20070201 20220101 FIXED 000 XXXXXXXXX 00000 MD 100180100003794000 20070201 20370101 ARMS 372 YONKERS 10705 NY 100180100003820000 20070201 20370101 FIXED 373 YONKERS 10705 NY 100180100003814000 20070201 20370101 FIXED 000 XXXXXXXX 90605 CA 100180100003828000 20070201 20370101 FIXED 000 XXX XXXXX 00000 XX 100180100003817000 20070201 20370101 ARMS 000 XXXXXX XXXXXX 00000 MD 100180100003799000 20070201 20370101 ARMS 000 XXXXXX 93030 CA 100180100003798000 20070201 20370101 ARMS 378 WILLIMANTIC 6226 CT 100180100003835000 20070201 20370101 FIXED 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55119 MN 100180100003822000 20070201 20370101 ARMS 426 SARASOTA 34234 FL 100180100003812000 20070201 20370101 ARMS 000 XXXXX XXXXXXXX 00000 XX 100180100003811000 20070201 20370101 ARMS 428 BRENTWOOD 20722 MD 100180100003814000 20070201 20370101 ARMS 429 VERONA 24482 VA 100180100003814000 20070201 20370101 ARMS 430 ORMOND BEACH 32174 FL 100180100003820000 20070201 20370101 ARMS 000 XXXXXXXXX 12010 NY 100180100003758000 20070201 20370101 ARMS 432 SPRINGFIELD 65810 MO 100180100003829000 20070201 20370101 ARMS 433 SPRINGFIELD 65810 MO 100180100003830000 20070201 20370101 FIXED 000 XXXXXXX 34698 FL 100180100003804000 20070201 20370101 ARMS 435 VIRGINIA BEACH 23456 VA 100180100003824000 20070201 20370101 ARMS 436 FAIRPORT 14450 NY 100180100003818000 20070201 20370101 FIXED 000 XXXXXXXXX 95678 CA 100180100003804000 20070201 20370101 ARMS 438 EUREKA 95501 CA 100180100003816000 20070201 20370101 ARMS 439 EUREKA 95501 CA 100180100003816000 20070201 20220101 FIXED 000 XXXXX XXXXXXXXXX 00000 XX 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XXXXXXXX 0000 XX 100028800020117000 20070101 20361201 ARMS 0000 XXXXXXXXX XXXXXXX 00000 XX 100028800020119000 20070101 20361201 ARMS 0000 XXXXXXX XXXXXXXX 0000 XX 100028800020120000 20070101 20361201 FIXED 0000 XXXXXXXXX XXXXXXX 0000 XX 100028800020122000 20070101 20361201 ARMS 0000 XXXXXXXXXXXX 00000 XX 100028800020126000 20070101 20361201 ARMS 0000 XXXXXX XXXXXXXX 0000 XX 100028800020127000 20070101 20361201 ARMS 0000 XXXX XX XXXXXX XXXX 0000 XX 100028800020130000 20070101 20361201 ARMS 1332 HEMET 92544 CA 100337506110175000 20070101 20361201 ARMS 1333 LONG BEACH 90804 CA 100053525031891000 20061201 20361101 ARMS 0000 XXXXXXX 00000 XX 100053525031894000 20061201 20361101 ARMS 1335 CORONA 92879 CA 100053525031895000 20061201 20361101 ARMS 0000 XXXXX XXXX 00000 XX 100053525031903000 20061201 20361101 ARMS 1337 MOUNTAIN VIEW 96771 HI 100053525031922000 20061201 20361101 ARMS 1338 WATSONVILLE 95076 CA 100053525031923000 20061201 20361101 FIXED 1339 CHICAGO 60639 IL 100053525031932000 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100180100003781000 20070201 20220101 FIXED 0000 XXXXXX 00000 XX 100180100003781000 20070201 20370101 ARMS 0000 XXXXX XXXXX 00000 XX 100180100003846000 20070201 20370101 ARMS 0000 XXXX XXXXXXXXXX 00000 XX 100180100003815000 20070201 20220101 FIXED 0000 XXXX XXXXXXXXXX 00000 XX 100180100003815000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 00000 MN 100180100003834000 20070201 20370101 ARMS 1376 MANASSAS 20110 VA 100180100003832000 20070201 20370101 ARMS 1377 XXXXXXXX XXXXXXX 00000 IL 100022100191907000 20070201 20370101 ARMS 1378 LAS VEGAS 89107 NV 100180100003810000 20070201 20370101 ARMS 1379 CHICAGO 60624 IL 100022100191908000 20070201 20370101 ARMS 1380 IRVINE 92604 CA 100180100003838000 20070201 20370101 ARMS 1381 LAS VEGAS 89129 NV 100180100003816000 20070201 20370101 ARMS 1382 DARIEN 60561 IL 100180100003822000 20070201 20370101 ARMS 1383 SALT LAKE CITY 84121 UT 100180100003823000 20070201 20370101 ARMS 1384 AUBURN 95603 CA 100180100003831000 20070201 20370101 FIXED 0000 XXXXXXX 00000 CA 100180100003804000 20070201 20220101 FIXED 1386 YONKERS 10710 NY 100180100003805000 20070201 20370101 ARMS 0000 XXX XXXXXX 00000 XX 100180100003844000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 00000 XX 100180100003783000 20070201 20370101 ARMS 1389 ALTON 62002 IL 100180100003816000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 MD 100180100003789000 20070201 20370101 ARMS 1391 TALLAHASSEE 32317 FL 100180100003825000 20070201 20370101 FIXED 0000 XXXXXXXXXX 00000 DC 100180100003836000 20070201 20370101 FIXED 0000 XXXXXX XXXXXX 00000 MD 100180100003822000 20070201 20370101 ARMS 0000 XXXXXXX 60153 IL 100180100003813000 20070201 20370101 FIXED 0000 XXXXX XXXXXXXX 00000 XX 100180100003833000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 MD 100180100003817000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003837000 20070201 20220101 FIXED 1398 CHICAGO 60619 IL 100180100003866000 20070201 20270101 FIXED 0000 XXXXXXXX XXXX 00000 XX 100180100003844000 20070201 20370101 ARMS 1400 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1415 MILWAUKEE 53212 WI 100180100003842000 20070201 20370101 ARMS 1416 LOS ANGELES 90011 CA 100180100003833000 20070201 20370101 ARMS 1417 SOMERDALE 8083 NJ 100180100003780000 20070201 20370101 FIXED 0000 XXXXXXXXXXXX 00000 XX 100180100003858000 20070201 20370101 FIXED 0000 XXXX XXXX 00000 XX 100180100003838000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 XX 100180100003795000 20070201 20370101 ARMS 1421 XXXXXXXX XXXXXXX 00000 IL 100180100003790000 20070201 20370101 FIXED 0000 XXXXXXXXX 0000 XX 100180100003817000 20070201 20370101 ARMS 0000 XXXX XXXX 00000 XX 100180100003817000 20070201 20370101 ARMS 0000 XXXX XXXXX 00000 XX 100180100003823000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 XX 100180100003815000 20070201 20370101 ARMS 0000 XXXXXXXXX 80124 CO 100180100003815000 20070201 20370101 FIXED 0000 XXXXXXXXXX 00000 XX 100180100003806000 20070201 20370101 ARMS 1428 PHILADELPHIA 19144 PA 100180100003745000 20070201 20370101 ARMS 1429 RACINE 53405 WI 100180100003733000 20070201 20370101 ARMS 1430 SACRAMENTO 95833 CA 100180100003812000 20070201 20370101 ARMS 0000 XXXXXXXXX 90723 CA 100180100003829000 20070201 20370101 ARMS 1432 FONTANA 92336 CA 100180100003799000 20070201 20370101 ARMS 0000 XXXXXXXX XXXX 00000 XX 100180100003735000 20070201 20370101 ARMS 0000 XXXXXXXX XXXX 00000 XX 100180100003820000 20070201 20370101 FIXED 0000 XXXXXXXX XXXX 00000 XX 100180100003738000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 33540 FL 100180100003836000 20070201 20370101 ARMS 1437 XXXXXXXX 93212 CA 100180100003717000 20070201 20370101 FIXED 1438 XXXXXXX 39047 MS 100180100003807000 20070201 20370101 ARMS 1439 ORLANDO 32835 FL 100180100003784000 20070201 20370101 FIXED 0000 XXXX XXXXXX XXXX 00000 UT 100180100003801000 20070201 20370101 ARMS 1441 BEAUMONT 92223 CA 100180100003768000 20070201 20370101 ARMS 1442 CHICAGO 60608 IL 100022100191799000 20070201 20370101 ARMS 1443 BOWIE 20721 MD 100180100003848000 20070201 20370101 ARMS 1444 AURORA 80012 CO 100180100003826000 20070201 20370101 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PHILADELPHIA 19154 PA 100180100003813000 20070201 20370101 ARMS 1461 ALPHARETTA 30004 GA 100180100003811000 20070201 20370101 ARMS 0000 XXXXXX 85339 AZ 100180100003813000 20070201 20370101 ARMS 0000 XXXXXXXXXX 21740 MD 100180100003810000 20070201 20370101 ARMS 1464 FAYETTEVILLE 30215 GA 100180100003785000 20070201 20370101 FIXED 0000 XXX XXXXXX 00000 XX 100180100003831000 20070201 20370101 ARMS 1466 LAS VEGAS 89131 NV 100180100003806000 20070201 20220101 FIXED 0000 XXX XXXXX 00000 XX 100180100003806000 20070201 20370101 ARMS 1468 PALMDALE 93551 CA 100180100003810000 20070201 20370101 ARMS 0000 XX XXXXXXXXXX 00000 XX 100180100003773000 20070201 20370101 ARMS 1470 STREAMWOOD 60107 IL 100180100003827000 20070201 20370101 ARMS 1471 COLUMBIA 29210 SC 100180100003796000 20070201 20370101 FIXED 1472 OVIEDO 32765 FL 100180100003816000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 00000 XX 100180100003771000 20070201 20370101 ARMS 1474 PENSACOLA 32505 FL 100180100003825000 20070201 20370101 ARMS 0000 XXXXXXX 28164 NC 100180100003796000 20070201 20370101 ARMS 1476 XXXXX 37029 TN 100180100003750000 20070201 20370101 ARMS 1477 LOS ANGELES 90005 CA 100180100003792000 20070201 20220101 FIXED 1478 LOS ANGELES 90005 CA 100180100003792000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 MD 100180100003822000 20070201 20370101 ARMS 1480 PLEASANTVILLE 50225 IA 100180100003805000 20070201 20370101 ARMS 0000 XXXXXX 60402 IL 100180100003817000 20070201 20370101 ARMS 1482 SARALAND 36571 AL 100180100003766000 20070201 20370101 FIXED 0000 XXXXXXX 00000 XX 100180100003820000 20070201 20370101 ARMS 0000 XXXXX XXXXX 00000 XX 100180100003830000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 21133 MD 100180100003806000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003809000 20070201 20370101 ARMS 1487 ZION 60099 IL 100180100003768000 20070201 20370101 ARMS 1488 GENESEO 14454 NY 100180100003768000 20070201 20370101 FIXED 0000 XXXXX 00000 FL 100180100003821000 20070201 20370101 ARMS 1490 MONTGOMERY 77356 TX 100180100003840000 20070201 20370101 ARMS 1491 XXXXXXXXXX 00000 PA 100180100003810000 20070201 20370101 ARMS 1492 KANSAS CITY 66104 KS 100180100003826000 20070201 20370101 ARMS 0000 XXXX XXXXXX 0000 XX 100180100003819000 20070201 20370101 ARMS 1494 LONG BEACH 90808 CA 100180100003792000 20070201 20370101 ARMS 1495 BATAVIA 60510 IL 100022100191738000 20070201 20370101 ARMS 1496 OAKLAND 94619 CA 100180100003822000 20070201 20370101 ARMS 1497 RICHMOND 23224 VA 100180100003801000 20070201 20370101 FIXED 1498 AUGUSTA 30906 GA 100180100003840000 20070201 20370101 FIXED 1499 XXXX XXXXXXXXXX 00000 MD 100180100003843000 20070201 20370101 ARMS 1500 XXXX XXXXXXXXXX 00000 MD 100180100003843000 20070201 20370101 FIXED 0000 XXXXX XXXX 00000 XX 100180100003844000 20070201 20370101 ARMS 0000 XXXXX XXXX 00000 XX 100180100003847000 20070201 20370101 FIXED 1503 TAMARAC 33321 FL 100180100003851000 20070201 20370101 ARMS 0000 XXX XXXX XXXXXX 00000 XX 100180100003864000 20070201 20370101 FIXED 1505 DALLAS 30132 GA 100180100003855000 20070201 20370101 FIXED 0000 XXXXX XXXXX 00000 XX 100180100003847000 20070201 20370101 FIXED 0000 XXXXXXX 00000 MD 100180100003790000 20070201 20370101 ARMS 1508 CHICAGO 60619 IL 100180100003852000 20070201 20370101 ARMS 1509 TAMPA 33605 FL 100180100003838000 20070201 20370101 FIXED 1510 CHICAGO 60639 IL 100262410600082000 20070201 20370101 ARMS 1511 MILLSBORO 19966 DE 100180100003817000 20070201 20370101 ARMS 1512 XXXXXXXX 60443 IL 100180100003861000 20070201 20370101 ARMS 1513 NAUGATUCK 6770 CT 100180100003847000 20070201 20370101 ARMS 0000 XXXXX XXXX 00000 XX 100180100003713000 20070201 20370101 ARMS 1515 ORLANDO 32818 FL 100180100003841000 20070201 20370101 ARMS 1516 JOLIET 60435 IL 100180100003853000 20070201 20370101 FIXED 1517 PROVIDENCE 2905 RI 100180100003828000 20070201 20370101 ARMS 1518 XXXXXX 90746 CA 100180100003855000 20070201 20370101 ARMS 1519 PHOENIX 85035 AZ 100180100003814000 20070201 20370101 ARMS 0000 XXXXX XXXXX 00000 XX 100180100003846000 20070201 20370101 ARMS 0000 XXXXXXX 92311 CA 100180100003821000 20070201 20370101 ARMS 1522 IRVINGTON 7111 NJ 100180100003861000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 MD 100180100003844000 20070201 20370101 ARMS 1524 XXXXXXXXX 00000 XX 100180100003793000 20070201 20370101 FIXED 0000 XXXXXXXX XXXXXX 00000 XX 100180100003832000 20070201 20370101 ARMS 0000 XXXX XXXXXXXXX 0000 XX 100180100003824000 20070201 20370101 ARMS 1527 RIALTO 92377 CA 100180100003833000 20070201 20370101 ARMS 1528 RIALTO 92377 CA 100180100003833000 20070201 20220101 FIXED 0000 XXXX XXXXX 00000 XX 100180100003842000 20070201 20370101 ARMS 1530 SAN DIEGO 92114 CA 100180100003818000 20070201 20370101 ARMS 1531 MIAMI 33173 FL 100180100003791000 20070201 20370101 FIXED 0000 XXXXX XXXXXXXXX 4858 ME 100180100003815000 20070201 20370101 ARMS 0000 XXXXXX 60402 IL 100180100003843000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 39402 MS 100180100003829000 20070201 20370101 ARMS 0000 XXX XXXXX XXXXX 00000 XX 100180100003847000 20070201 20370101 ARMS 0000 XXXXXX 93033 CA 100180100003823000 20070201 20370101 ARMS 0000 XXXXXXXX 90601 CA 100180100003831000 20070201 20370101 ARMS 0000 XXXXXXXXXX 00000 DC 100180100003830000 20070201 20370101 ARMS 1539 VALLEJO 94591 CA 100180100003841000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003835000 20070201 20370101 ARMS 1541 CHICAGO 60655 IL 100180100003852000 20070201 20220101 FIXED 1542 CHICAGO 60655 IL 100180100003852000 20070201 20370101 FIXED 0000 XXXXXX XXXXXXX 00000 XX 100180100003839000 20070201 20370101 FIXED 1544 MIDDLE RIVER 21220 MD 100180100003811000 20070201 20370101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003840000 20070201 20370101 ARMS 1546 FLOSSMOOR 60422 IL 100180100003823000 20070201 20370101 ARMS 1547 NEVADA CITY 95975 CA 100180100003834000 20070201 20220101 FIXED 1548 ISLAND LAKE 60042 IL 100262410900092000 20070201 20370101 ARMS 0000 XXXX XXXXXX 00000 XX 100180100003784000 20070201 20370101 FIXED 1550 ANAHEIM 92802 CA 100180100003837000 20070201 20370101 ARMS 1551 MIAMI 33196 FL 100180100003840000 20070201 20370101 ARMS 1552 STREAMWOOD 60107 IL 100180100003840000 20070201 20370101 ARMS 1553 LOS ANGELES 91345 CA 100180100003839000 20070201 20370101 ARMS 1554 RIALTO 92376 CA 100180100003804000 20070201 20370101 FIXED 1555 RIALTO 92376 CA 100180100003804000 20070201 20370101 ARMS 1556 HARTSVILLE 29550 SC 100180100003842000 20070201 20370101 ARMS 1557 KENT 98031 WA 100180100003795000 20070201 20370101 FIXED 0000 XXXX 00000 XX 100180100003794000 20070201 20370101 ARMS 1559 MONTCLAIR 91763 CA 100180100003803000 20070201 20220101 FIXED 0000 XXXXXXXXX 00000 CA 100180100003803000 20070201 20370101 ARMS 1561 BAYFIELD 81122 CO 100180100003834000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003794000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003794000 20070201 20370101 FIXED 1564 SAINT XXXXXXX 55376 MN 100180100003818000 20070201 20370101 FIXED 1565 SAINT XXXXXXX 55376 MN 100180100003818000 20070201 20270101 FIXED 0000 XXXXX XXXXXXXXXX 00000 XX 100180100003810000 20070201 20370101 ARMS 0000 XXXXX XXXXXXXXXX 00000 XX 100180100003820000 20070201 20370101 FIXED 1568 LANSING 60438 IL 100180100003812000 20070201 20370101 ARMS 0000 XXXXXX 60402 IL 100180100003806000 20070201 20370101 ARMS 0000 XXXXXXXX 60559 IL 100180100003819000 20070201 20370101 ARMS 1571 XXXXXXXXXXXX 00000 XX 100180100003761000 20070201 20370101 ARMS 1572 XXXXXXXXXXXX 00000 XX 100180100003761000 20070201 20220101 FIXED 0000 XXX XXXXX 00000 XX 100180100003821000 20070201 20370101 ARMS 1574 HOUSTON 77045 TX 100180100003803000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003812000 20070201 20370101 ARMS 1576 KANSAS CITY 64128 MO 100180100003805000 20070201 20370101 ARMS 1577 JOLIET 60433 IL 100180100003749000 20070201 20370101 FIXED 0000 XXXXX XXXXX 00000 XX 100180100003815000 20070201 20370101 ARMS 0000 XXXXXXXX 85374 AZ 100180100003812000 20070201 20370101 FIXED 0000 XXXXXXXX 85374 AZ 100180100003811000 20070201 20370101 ARMS 1581 ROUND LAKE 60073 IL 100180100003763000 20070201 20370101 ARMS 1582 ACWORTH 30102 GA 100180100003810000 20070201 20370101 ARMS 0000 XXXXXXXXXX 33414 FL 100180100003832000 20070201 20370101 ARMS 0000 XXXXXXXXXX 33414 FL 100180100003832000 20070201 20370101 FIXED 0000 XXX XXXXXX 00000 XX 100180100003738000 20070201 20370101 ARMS 1586 CHICAGO 60655 IL 100180100003813000 20070201 20370101 ARMS 0000 XXXXXXXX 60104 IL 100180100003815000 20070201 20370101 ARMS 1588 ORANGE 7050 NJ 100180100003811000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 MD 100180100003819000 20070201 20370101 FIXED 0000 XXXXX XXXX 00000 XX 100180100003809000 20070201 20370101 FIXED 1591 RIALTO 92377 CA 100180100003849000 20070201 20370101 ARMS 1592 LOS ANGELES 90016 CA 100180100003832000 20070201 20370101 ARMS 0000 XXXXX XXXXXXXX 00000 XX 100180100003833000 20070201 20370101 ARMS 1594 HOMEWOOD 60430 IL 100180100003800000 20070201 20370101 ARMS 1595 SAN ANTONIO 78245 TX 100180100003756000 20070201 20370101 FIXED 0000 XXXXXXXX 60104 IL 100180100003825000 20070201 20370101 ARMS 1597 PENSACOLA 32503 FL 100180100003818000 20070201 20370101 FIXED 0000 XXXXXX 60402 IL 100180100003835000 20070201 20370101 ARMS 0000 XXXXXXX XXXX XXXXX 00000 XX 100180100003840000 20070201 20370101 ARMS 0000 XXXXXXX XXXX XXXX 00000 XX 100180100003841000 20070201 20220101 FIXED 0000 XXXXXXX 00000 MD 100180100003826000 20070201 20370101 ARMS 1602 ANTIOCH 94509 CA 100180100003823000 20070201 20370101 FIXED 1603 ANTIOCH 94509 CA 100180100003823000 20070201 20370101 ARMS 1604 INWOOD 25428 WV 100180100003822000 20070201 20370101 ARMS 1605 NEWPORT NEWS 23608 VA 100180100003820000 20070201 20370101 FIXED 1606 INDIAN HEAD 20640 MD 100180100003825000 20070201 20370101 FIXED 0000 XXXXXXXXXX 00000 XX 100180100003848000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003847000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003847000 20070201 20270101 FIXED 1610 NEWBURGH 12550 NY 100180100003771000 20070201 20370101 FIXED 1611 CHICAGO 60647 IL 100180100003839000 20070201 20370101 ARMS 0000 XXXXX XXXXX 00000 XX 100180100003837000 20070201 20370101 ARMS 1613 DIAMOND BAR 91765 CA 100180100003843000 20070201 20370101 FIXED 0000 XXXXXX 93035 CA 100180100003828000 20070201 20370101 ARMS 1615 VICTORVILLE 92394 CA 100180100003846000 20070201 20370101 ARMS 1616 FREEPORT 11520 NY 100180100003844000 20070201 20370101 ARMS 1617 FREEPORT 11520 NY 100180100003844000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003848000 20070201 20370101 ARMS 1619 XXXXXXXX 60443 IL 100180100003850000 20070201 20220101 FIXED 1620 PALMETTO 34221 FL 100180100003825000 20070201 20370101 ARMS 0000 XXXXXXXXXX 00000 DC 100180100003827000 20070201 20370101 ARMS 1622 LYNCHBURG 24501 VA 100180100003834000 20070201 20370101 FIXED 0000 XXX XXXXX 00000 XX 100180100003836000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003770000 20070201 20370101 ARMS 1625 LA XXXXXX 91744 CA 100180100003795000 20070201 20370101 FIXED 0000 XXXXX XXXXXXX 00000 XX 100180100003852000 20070201 20370101 ARMS 1627 PANAMA CITY 32408 FL 100180100003815000 20070201 20370101 ARMS 1628 LOS ANGELES 90033 CA 100180100003840000 20070201 20370101 ARMS 1629 CHARLOTTE 28209 NC 100180100003838000 20070201 20370101 FIXED 1630 VICTORVILLE 92394 CA 100180100003846000 20070201 20370101 ARMS 1631 LOS ANGELES 90044 CA 100180100003829000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 21133 MD 100180100003796000 20070201 20370101 ARMS 0000 XXXXXXXXXX 0000 XX 100180100003823000 20070201 20370101 ARMS 1634 CORONA 92882 CA 100180100003827000 20070201 20370101 ARMS 1635 LOS ANGELES 90026 CA 100180100003805000 20070201 20370101 ARMS 1636 PRINEVILLE 97754 OR 100180100003835000 20070201 20370101 ARMS 1637 WEST BOUNTIFUL 84087 UT 100180100003768000 20070201 20370101 ARMS 1638 KANSAS CITY 64134 MO 100180100003818000 20070201 20370101 ARMS 1639 PHILADELPHIA 19126 PA 100180100003837000 20070201 20370101 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1655 HEDGESVILLE 25427 WV 100180100003825000 20070201 20370101 FIXED 1656 CHICAGO 60644 IL 100180100003834000 20070201 20370101 ARMS 1657 AZUSA 91702 CA 100180100003789000 20070201 20370101 ARMS 1658 DELRAY 33444 FL 100180100003791000 20070201 20370101 FIXED 1659 LOS LUNAS 87031 NM 100180100003821000 20070201 20370101 FIXED 0000 XXX XXXXXX XXXXXXXX 0000 XX 100180100003832000 20070201 20370101 FIXED 0000 XXXXXX XXXXX XXXXXXXX 00000 XX 100180100003748000 20070201 20370101 ARMS 1662 XXXXXXX 33511 FL 100180100003832000 20070201 20370101 ARMS 1663 HOLLYWOOD 33021 FL 100180100003837000 20070201 20370101 ARMS 0000 XXXXXXXXX 30252 GA 100180100003844000 20070201 20370101 ARMS 0000 XXXXXXXXX 30252 GA 100180100003844000 20070201 20370101 FIXED 0000 XXXX XXXXXX 00000 XX 100180100003751000 20070201 20370101 ARMS 1667 CHICAGO 60619 IL 100180100003806000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 12601 NY 100180100003735000 20070201 20370101 ARMS 1669 FRANKFORT 60423 IL 100262410900093000 20070201 20370101 ARMS 1670 PALMDALE 93550 CA 100180100003785000 20070201 20370101 ARMS 1671 LECANTO 34461 FL 100180100003822000 20070201 20370101 ARMS 1672 XXXXXX VALLEY 92555 CA 100180100003836000 20070201 20370101 ARMS 1673 EARLVILLE 60518 IL 100180100003843000 20070201 20370101 ARMS 0000 XXXXXX XXXXXXXXX 00000 XX 100180100003837000 20070201 20370101 ARMS 0000 XXXXXX XXXXX 0000 XX 100180100003834000 20070201 20370101 ARMS 1676 MIAMI 33157 FL 100180100003844000 20070201 20370101 ARMS 1677 XXXXX 70714 LA 100180100003786000 20070201 20370101 ARMS 1678 XXXXXXXXXX 00000 PA 100180100003836000 20070201 20370101 ARMS 1679 JULIETTE 31046 GA 100180100003764000 20070201 20370101 ARMS 1680 MIAMI 33134 FL 100180100003863000 20070201 20370101 FIXED 0000 XXXXXXXXXXXX 12601 NY 100180100003767000 20070201 20370101 ARMS 1682 PEYTON 80831 CO 100180100003857000 20070201 20370101 ARMS 1683 RICHMOND 94806 CA 100180100003804000 20070201 20370101 ARMS 0000 XXXXX XXXX 00000 XX 100180100003810000 20070201 20370101 FIXED 0000 XXX XXXXX 00000 XX 100180100003801000 20070201 20370101 ARMS 1686 GLENDORA 91741 CA 100532000003815000 20070201 20370101 ARMS 1687 GLENDORA 91741 CA 100532000003816000 20070201 20370101 ARMS 1688 SPARKS 89431 NV 100180100003792000 20070201 20370101 ARMS 1689 MILFORD 6460 CT 100180100003753000 20070201 20370101 ARMS 1690 CHESAPEAKE 23323 VA 100180100003855000 20070201 20370101 FIXED 1691 CHESAPEAKE 23323 VA 100180100003855000 20070201 20370101 FIXED 1692 GAINESVILLE 30507 GA 100180100003771000 20070201 20370101 FIXED 0000 XXXXX XXXXXXXXXX 00000 XX 100180100003808000 20070201 20370101 FIXED 0000 XXXX XXX 00000 XX 100180100003836000 20070201 20370101 ARMS 1695 LOS ANGELES 91607 CA 100180100003825000 20070201 20370101 ARMS 0000 XXXXXX 0000 XX 100180100003867000 20070201 20370101 ARMS 0000 XXX XXXXXXX 00000 XX 100180100003755000 20070201 20370101 ARMS 1698 PROVIDENCE 2909 RI 100180100003836000 20070201 20370101 ARMS 1699 MIAMI 33177 FL 100180100003818000 20070201 20370101 ARMS 0000 XXXXX XXXXXXXX 00000 XX 100180100003791000 20070201 20370101 ARMS 0000 XXXXX XXXX 00000 XX 100180100003817000 20070201 20370101 ARMS 1702 ROCKY FACE 30740 GA 100180100003840000 20070201 20370101 ARMS 0000 XXXXXXXX XXXX 00000 XX 100180100003834000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 MD 100180100003830000 20070201 20370101 ARMS 1705 PHILADELPHIA 19151 PA 100180100003825000 20070201 20370101 ARMS 1706 XXXXXX 90746 CA 100180100003821000 20070201 20370101 ARMS 1707 NEW HAVEN 6515 CT 100180100003834000 20070201 20370101 ARMS 1708 PHILADELPHIA 19143 PA 100180100003808000 20070201 20370101 ARMS 1709 CULPEPER 22701 VA 100180100003831000 20070201 20370101 ARMS 1710 ARRINGTON 22922 VA 100180100003801000 20070201 20370101 ARMS 1711 RICHMOND 94804 CA 100180100003831000 20070201 20370101 ARMS 1712 BAKERSFIELD 93312 CA 100180100003856000 20070201 20220101 FIXED 0000 Xxxx 00000 XX 100386100002578000 20070201 20370101 ARMS 0000 X Xxxxxx 00000 XX 100386100002581000 20070201 20370101 FIXED 0000 Xxxxxxxxxxxx 0000 XX 100386100002582000 20070201 20370101 ARMS 1716 Phoenix 85035 AZ 100386100002558000 20070201 20370101 ARMS 0000 Xxxxxxxxxxx 30281 GA 100467800000010000 20070201 20370101 ARMS 1718 Barre 5641 VT 100386100002560000 20070201 20370101 ARMS 0000 Xxxxx Xxxxx 00000 XX 100386100002562000 20070201 20370101 FIXED 0000 Xxxxxx 0000 XX 100386100002562000 20070201 20370101 ARMS 1721 Philadelphia 19148 PA 100386100002564000 20070201 20370101 FIXED 0000 Xxxx Xxxx 00000 XX 100386100002570000 20070201 20370101 ARMS 1723 Claremont 55924 MN 100386100002571000 20070201 20370101 ARMS 0000 Xxxxx Xxxxx 00000 XX 100386100002574000 20070201 20370101 ARMS 1725 Lawrenceville 30045 GA 100386100002576000 20070201 20370101 ARMS 0000 Xxx Xxxxxxxxxx 00000 XX 100386100002539000 20070201 20370101 ARMS 1727 Miami 33177 FL 100386100002540000 20070201 20370101 FIXED 0000 Xxxxxxxxxx 00000 XX 100386100002540000 20070201 20370101 ARMS 0000 Xxxxx Xxxxxxxxxx 00000 XX 100386100002543000 20070201 20370101 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Xxxxxxx 77480 TX 100386100002534000 20070201 20370101 ARMS 0000 Xxxxx Xxxx 00000 XX 100386100002525000 20070201 20370101 ARMS 1747 El Paso 79924 TX 100386100002535000 20070201 20370101 FIXED 1748 Kansas City 66102 KS 100386100002525000 20070201 20370101 ARMS 1749 Milwaukee 53225 WI 100386100002526000 20070201 20370101 ARMS 1750 St. Xxxx 55106 MN 100386100002536000 20070201 20370101 ARMS 1751 Manassas 20111 VA 100386100002503000 20070201 20370101 ARMS 1752 Phoenix 85037 AZ 100386100002514000 20070201 20370101 ARMS 0000 Xxxxxxxxxxx 0000 XX 100386100002514000 20070201 20370101 ARMS 1754 Woodbridge 22193 VA 100386100002515000 20070201 20370101 ARMS 0000 Xxxxx 75770 TX 100386100002516000 20070201 20370101 FIXED 0000 Xxxxxx 00000 XX 100386100002516000 20070201 20370101 ARMS 1757 EndicottT 13760 NY 100386100002493000 20070201 20370101 FIXED 1758 Milwaukee 53212 WI 100386100002484000 20070201 20370101 ARMS 1759 COLUMBUS 31907 GA 100386100002484000 20070201 20370101 ARMS 1760 XXXXXX 30288 GA 100386100002494000 20070201 20370101 ARMS 1761 Newnan 30263 GA 100386100002484000 20070201 20370101 ARMS 0000 Xxxxxxxxxx 17112 PA 100386100002486000 20070201 20370101 FIXED 0000 Xxxxxxx 48223 MI 100386100002488000 20070201 20370101 FIXED 1764 Lancaster 17602 PA 100386100002490000 20070201 20370101 FIXED 1765 Auburn 30011 GA 100386100002490000 20070201 20370101 ARMS 1766 Richmond 77469 TX 100386100002498000 20070201 20370101 FIXED 1767 Landisville 17538 PA 100386100002500000 20070201 20370101 ARMS 0000 XXXXX 21221 MD 100031458006093000 20061101 20361001 FIXED 0000 XXXXXXXXX 60041 IL 100013700039972000 20070101 20361201 ARMS 0000 XXXXXX XXXX 00000 XX 100013700039972000 20070101 20361201 ARMS 1771 MC DONOUGH 30252 GA 100013700039979000 20070101 20361201 ARMS 1772 MC DONOUGH 30252 GA 100013700039980000 20070101 20211201 FIXED 0000 XXXXXXXXX 00000 XX 100013700039983000 20070101 20361201 ARMS 1774 XXXXXXXXXX 00000 XX 100013700039989000 20070101 20361201 ARMS 1775 NEWPORT NEWS 23602 VA 100073020061534000 20061201 20361101 ARMS 1776 LAMBERTVILLE 48144 MI 100073020061547000 20061201 20361101 ARMS 0000 XXXXXXXXXX 0000 XX 100073020061450000 20061201 20361101 ARMS 1778 ORANGE 92869 CA 100073020061557000 20061201 20361101 ARMS 1779 LANCASTER AREA 93535 CA 100073020061569000 20061201 20361101 ARMS 1780 CORONA 92882 CA 100073020061598000 20061201 20361101 ARMS 0000 XXXXXXXX 00000 XX 100073020061599000 20061201 20361101 ARMS 1782 CANYON LAKE 92587 CA 100073020061612000 20061201 20361101 ARMS 0000 XXXXX XXXXXXXXX 00000 XX 100013700039895000 20061201 20361101 FIXED 1784 CHESAPEAKE 23324 VA 100013700039908000 20061101 20361001 ARMS 0000 XXXXXXXXXXXX 21136 MD 100013700039952000 20061201 20361101 ARMS 0000 XXXXXXXXXXXX 21136 MD 100013700039953000 20061201 20211101 FIXED 1787 RALEIGH 27615 NC 100013700039963000 20070101 20361201 ARMS 0000 XXXXXXXX 32784 FL 100013700039968000 20070101 20361201 ARMS 1789 TAHLEQUAH 74464 OK 100022100188917000 20061201 20361101 ARMS 1790 WILLIAMSTOWN 8094 NJ 100022100188917000 20061201 20361101 ARMS 1791 HINSDALE 60521 IL 100022100188917000 20061201 20361101 ARMS 0000 XXXXXXXXXX XXXXXX 00000 XX 100022100188917000 20061201 20361101 ARMS 1793 PORTSMOUTH 23701 VA 100022100188917000 20061201 20211101 FIXED 1794 ASHLAND 44805 OH 100022100188917000 20061201 20361101 ARMS 1795 HINSDALE 60521 IL 100022100188918000 20061201 20361101 ARMS 0000 XXXXXXXXXX 00000 XX 100022100188918000 20061201 20361101 ARMS 1797 CHESAPEAKE 23322 VA 100022100188918000 20061201 20211101 FIXED 0000 XXXXX XXX 00000 MD 0 20061201 20211101 FIXED 1799 XXXXXXXXXX 00000 XX 100022100188918000 20061201 20211101 FIXED 1800 BANNING 92220 CA 100022100188918000 20061201 20361101 ARMS 1801 BANNING 92220 CA 100022100188919000 20061201 20211101 FIXED 1802 CHICAGO 60617 IL 100022100188919000 20061201 20361101 ARMS 1803 CHICAGO 60617 IL 100022100188919000 20061201 20211101 FIXED 1804 OKLAHOMA CITY 73120 OK 100022100188919000 20061201 20361101 ARMS 1805 XXXXX XXXX 00000 MD 100022100188919000 20061201 20361101 ARMS 1806 XXXXXXXX XXXXXXX 00000 MD 0 20061201 20211101 FIXED 1807 INDIANAPOLIS 46201 IN 100022100188920000 20061201 20361101 ARMS 1808 WEST JORDAN 84084 UT 100022100188920000 20061201 20361101 FIXED 0000 XXXXXXXXX 19464 PA 100022100188920000 20061201 20361101 ARMS 1810 SHREVEPORT 71119 LA 100022100188920000 20061201 20361101 FIXED 0000 XXXXXXXX 87532 NM 100022100188920000 20061201 20361101 ARMS 0000 XXXXXXXXX XXX 00000 XX 100022100188920000 20061201 20361101 ARMS 1813 XXXXXXX XXXXXXX 00000 NY 100022100188920000 20061201 20361101 ARMS 0000 XXXXXXX XXXXXXX 00000 XX 100022100188920000 20061201 20211101 FIXED 0000 XXXXX XXXXXX 00000 XX 100022100188920000 20061201 20361101 ARMS 0000 XXXXX XXXXXX 00000 XX 100022100188920000 20061201 20211101 FIXED 0000 XXXXX 00000 XX 100022100188921000 20061201 20361101 ARMS 1818 MILO 4463 ME 100022100188921000 20061201 20361101 ARMS 1819 HALLSVILLE 65255 MO 100022100188921000 20061201 20361101 ARMS 0000 XXXXXXXXX XXX 00000 XX 100022100188921000 20061201 20211101 FIXED 0000 XXXXXX 00000 XX 100022100188921000 20061201 20361101 ARMS 1822 DEXTER 63841 MO 100022100188900000 20061201 20361101 ARMS 1823 PAHRUMP 89060 NV 100022100188901000 20061201 20361101 ARMS 1824 XXXXXX 28451 NC 100022100188901000 20061201 20361101 FIXED 1825 SPOTSYLVANIA 22553 VA 100022100188901000 20061201 20361101 FIXED 0000 XXXXXXXX XXXXX 00000 XX 100022100188901000 20061201 20361101 ARMS 1827 UNIVERSITY HEIGHTS 44118 OH 100022100188901000 20061201 20361101 FIXED 1828 PLAINFIELD 7060 NJ 100022100188902000 20061201 20361101 ARMS 0000 XXXXX XXXX 00000 XX 100022100188902000 20061201 20361101 ARMS 0000 XXXXXXXXXX 21740 MD 0 20061201 20361101 ARMS 1831 XXXXXXXXX 00000 XX 100022100188903000 20061201 20361101 FIXED 0000 XXXXXXXXXX 22310 VA 100022100188903000 20061201 20361101 FIXED 1833 BANNING 92220 CA 100022100188903000 20061201 20211101 FIXED 1834 BELLEVUE 44811 OH 100022100188903000 20061201 20361101 FIXED 1835 PHILADELPHIA 19138 PA 100022100188904000 20061201 20211101 FIXED 1836 PLANO 75025 TX 100022100188904000 20061201 20361101 ARMS 1837 ARGYLE 76226 TX 100022100188904000 20061201 20361101 FIXED 0000 XXXXXXXX 00000 IL 100022100188904000 20061201 20361101 ARMS 1839 OREM 84097 UT 100022100188904000 20061201 20361101 ARMS 0000 XXXXXXXXXX 17345 PA 100022100188905000 20061201 20361101 FIXED 0000 XXXXXXX 2818 RI 100022100188905000 20061201 20361101 FIXED 1842 GREAT XXXXX 20634 MD 0 20061201 20361101 ARMS 1843 BOURBONNAIS 60914 IL 100022100188905000 20061201 20361101 ARMS 1844 TAMPA 33609 FL 100022100188906000 20061201 20361101 ARMS 1845 PORT ORANGE 32127 FL 100022100188907000 20061201 20211101 FIXED 1846 CHEYENNE 82009 WY 100022100188907000 20061201 20361101 FIXED 1847 XXXXXXXXX 00000 MI 100022100188907000 20061201 20361101 ARMS 0000 XXXX XXXXXX 00000 XX 100022100188907000 20061201 20361101 ARMS 1849 LONGVIEW 98632 WA 100022100188908000 20061201 20361101 ARMS 1850 ROCKY MOUNT 27801 NC 100022100188908000 20061201 20361101 ARMS 0000 XXXXXXXXXX 21227 MD 0 20061201 20361101 ARMS 0000 XXXXX XXXXX 00000 XX 100022100188908000 20061201 20361101 ARMS 0000 XXXXX XXXX 00000 XX 100022100188909000 20061201 20361101 ARMS 1854 XXXXXXXXXXX 00000 XX 100022100188909000 20061201 20361101 ARMS 0000 XXXXXX 00000 XX 100022100188909000 20061201 20361101 ARMS 1856 CASSELBERRY 32707 FL 100022100188909000 20061201 20361101 ARMS 0000 XXXXXXX XXXXX 00000 XX 100022100188909000 20061201 20361101 ARMS 0000 XXXXXXXX XXXXX 00000 XX 100022100188909000 20061201 20361101 ARMS 1859 WHITING 46394 IN 100022100188909000 20061201 20361101 FIXED 0000 XXXXXX 00000 MI 100022100188910000 20061201 20361101 FIXED 1861 SECOR 61771 IL 100022100188910000 20061201 20361101 ARMS 1862 SECOR 61771 IL 100022100188910000 20061201 20211101 FIXED 1863 PLAINFIELD 60544 IL 100022100188911000 20061201 20361101 ARMS 1864 GREAT XXXXX 20634 MD 0 20061201 20211101 FIXED 0000 XXXX XX. XXXXX 00000 XX 100022100188912000 20061201 20361101 ARMS 0000 XXXXXXXX 8840 NJ 100022100188912000 20061201 20361101 ARMS 0000 XXXXXXXXXX XXXXX 00000 XX 100022100188912000 20061201 20361101 ARMS 1868 ARGYLE 76226 TX 100022100188913000 20061201 20211101 FIXED 0000 XXXXX XXXXXXX 00000 XX 100022100188913000 20061201 20361101 ARMS 0000 XXXXXXX 20136 VA 100022100188913000 20061201 20361101 ARMS 1871 XENIA 45385 OH 100022100188914000 20061201 20361101 ARMS 1872 MIAMI 33150 FL 100022100188915000 20061201 20361101 ARMS 1873 OKLAHOMA CITY 73139 OK 100022100188915000 20061201 20361101 ARMS 1874 MITCHELLVILLE 20721 MD 0 20061201 20361101 ARMS 1875 OKLAHOMA CITY 73139 OK 100022100188915000 20061201 20361101 ARMS 1876 PAYNESVILLE 56362 MN 100022100188916000 20061201 20361101 ARMS 0000 XXXXX XXXXX XXXXX 00000 XX 100022100188916000 20061201 20361101 ARMS 1878 OKLAHOMA CITY 73139 OK 100022100188916000 20061201 20361101 ARMS 0000 XXXXX XXXXXXXX 00000 XX 0 20061201 20361101 ARMS 1880 LINCOLN UNIVERSITY 19352 PA 100022100188916000 20061201 20361101 ARMS 1881 CHESAPEAKE 23322 VA 100022100188916000 20061201 20361101 ARMS 0000 XXXXXXX 00000 XX 100022100188917000 20061201 20361101 ARMS 1883 SPOKANE 99207 WA 100022100188917000 20061201 20211101 FIXED 1884 CONCORD 94519 CA 100022100188898000 20061201 20361101 ARMS 1885 BUENA 8310 NJ 100022100188898000 20061201 20361101 FIXED 1886 PORTSMOUTH 23701 VA 100022100188898000 20061201 20361101 FIXED 0000 XXX XXXXX 00000 XX 100022100188898000 20061201 20361101 ARMS 0000 XXXXXXXX 00000 XX 100022100188898000 20061201 20361101 ARMS 0000 XXXXXXX XXXXX 00000 XX 100022100188898000 20061201 20361101 ARMS 0000 XXXXXXX 48840 MI 100022100188898000 20061201 20361101 ARMS 0000 XXXXXX 48188 MI 100022100188899000 20061201 20361101 FIXED 0000 XXXXXX 0000 XX 100022100188899000 20061201 20211101 FIXED 1893 SPRINGFIELD 1119 MA 100022100188899000 20061201 20211101 FIXED 0000 XXXXXXXXX 00000 XX 100022100188899000 20061201 20361101 ARMS 1895 MASSILLON 44646 OH 100022100188900000 20061201 20361101 FIXED 0000 XXXXXXXXXX 44505 OH 100022100188900000 20061201 20361101 ARMS 0000 XXXXXXXXXX 1201 MA 100022100188900000 20061201 20361101 ARMS 0000 XXXXXXX 6854 CT 100022100188895000 20061201 20361101 ARMS 1899 CLEVELAND 44110 OH 100022100188896000 20061201 20361101 ARMS 1900 LAKE ORION 48362 MI 100022100188896000 20061001 20360901 FIXED 0000 XXXXXXX 00000 XX 100022100188896000 20061201 20361101 ARMS 1902 XXXXXXXXX 00000 XX 100022100188896000 20061201 20361101 ARMS 0000 XXXXXXXX 00000 MD 0 20061201 20361101 ARMS 1904 XXXXXXXXXXX 00000 XX 100022100188897000 20061101 20361001 FIXED 0000 XXXX 00000 XX 100022100188897000 20061201 20361101 ARMS 1906 XXXXXX 00000 XX 100022100188897000 20061101 20361001 ARMS 0000 XXXXXX 00000 XX 0 20061201 20361101 ARMS 1908 WYNDMOOR 19038 PA 100022100188897000 20061201 20361101 ARMS 1909 TULSA 74114 OK 100022100188897000 20061201 20361101 ARMS 1910 XXXXXXXXXX 00000 XX 100022100188898000 20061201 20361101 FIXED 0000 XXXX XX XXXXXXX 00000 XX 100073020061494000 20061201 20361101 FIXED 0000 XXX XXXX 00000 XX 100073020061526000 20061101 20261001 FIXED 1913 XXXXXX 90242 CA 100073020061559000 20061201 20361101 FIXED 0000 XXXXXX 60419 IL 100073020061595000 20061201 20361101 FIXED 0000 XXXXXXXX 16695 PA 100073020061587000 20061201 20361101 FIXED 0000 XXXXXXXXXX XXXX 0000 XX 100073020061509000 20061101 20211001 FIXED 1917 XXXXXX VALLEY 92551 CA 100073020061467000 20061101 20211001 FIXED 1918 XXXXXX VALLEY 92551 CA 100073020061477000 20061101 20211001 FIXED 0000 XXXXXXXXXXX 0000 XX 100022100188894000 20060801 20360701 ARMS 1920 SPRINGFIELD 1118 MA 100022100188895000 20060801 20210701 FIXED 0000 XXXXXXXXX 00000 XX 100022100188895000 20060901 20360801 ARMS 0000 XXXXXXXXX 00000 XX 100022100188895000 20060901 20360801 ARMS 1923 FRESNO 93723 CA 100378000110007000 20070201 20370101 ARMS 1924 Oakland 94621 CA 100094000000402000 20070201 20370101 ARMS 1925 KANSAS CITY 64155 MO 100022100188913000 20061201 20361101 ARMS 0000 XXXXXXXXX 19464 PA 100022100188914000 20061201 20361101 ARMS 1927 XXXXXXX BEACH 23462 VA 0 20061201 20361101 ARMS 0000 XXXXX XXX 00000 MD 0 20061201 20361101 ARMS 1929 XXXXXX 00000 XX 100022100188894000 20060901 20210801 FIXED 0000 XXXXXXXXX 44124 OH 100022100188894000 20061001 20360901 FIXED 0000 XXXXXXX 00000 XX 100022100188911000 20061201 20361101 ARMS 1932 BLOOMFIELD 48302 MI 100022100188911000 20061201 20361101 ARMS 1933 PALM HARBOR 34684 FL 100010400397294000 20070201 20370101 FIXED 1934 CHESAPEAKE 23322 VA 100258910060624000 20061001 20360901 ARMS 0000 XXXXX 21221 MD 0 20061101 20361001 ARMS 1936 Melrose 32666 FL 100124100000027000 20070201 20370101 ARMS 1937 ROCK FALLS 61071 IL 100404400000075000 20070101 20361201 ARMS 1938 NEW CASTLE 47362 IN 100404400000063000 20070101 20361201 ARMS 0000 Xxxxxx xxxx 00000 CA 100386100002567000 20070201 20370101 ARMS 1940 CHICAGO 60644 IL 100180100003815000 20070201 20370101 ARMS 0000 XXXXXXXXXX 14304 NY 100180100003805000 20070201 20370101 ARMS 0000 XXXXXXXX XXXXXX 00000 XX 100180100003784000 20070201 20370101 FIXED 0000 XXXXXXX 20658 MD 100180100003812000 20070201 20370101 FIXED 0000 XXXXXXXXXXXXXX 0000 XX 100180100003812000 20070201 20370101 ARMS 0000 XXXXXXXXXX 22602 VA 100180100003783000 20070201 20220101 FIXED 0000 XXXXXXXXX 00000 MD 100180100003788000 20070201 20370101 ARMS 0000 XXXXXXXXXXXXXXX 00000 XX 100180100003802000 20070201 20370101 ARMS 1948 BAYSIDE 11360 NY 100180100003704000 20070201 20370101 ARMS 1949 PRINEVILLE 97754 OR 100180100003809000 20070201 20370101 ARMS 1950 CHESAPEAKE 23322 VA 100180100003818000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003808000 20070201 20370101 FIXED 1952 CHICAGO 60653 IL 100180100003805000 20070201 20370101 ARMS 0000 Xxxxxxx 7203 NJ 100022100174728000 20070201 20370101 ARMS 1954 RIVERSIDE 92503 CA 0 20070201 20220101 FIXED 1955 XXXXXX VALLEY 92557 CA 0 20070201 20370101 ARMS 0000 XXXXXX XXXX 0000 XX 100180100003843000 20070201 20370101 FIXED 1957 XXXXXX XXXXXXX 00000 FL 100180100003830000 20070201 20370101 FIXED 0000 XXXXXXXXXXX 93312 CA 100180100003856000 20070201 20370101 ARMS 0000 XXX XXXXX 00000 XX 100180100003870000 20070201 20370101 FIXED 1960 LOS ANGELES 90061 CA 100180100003857000 20070201 20220101 FIXED 0000 XXXXXXXXX 00000 MD 100180100003871000 20070201 20370101 FIXED 0000 XXXXX 00000 FL 100180100003870000 20070201 20370101 FIXED 1963 HURON 93234 CA 100180100003830000 20070201 20370101 ARMS 0000 XXXXXX 39532 MS 100180100003778000 20070201 20370101 ARMS 1965 HONOLULU 96818 HI 100180100003865000 20070201 20370101 FIXED 1966 AURORA 60505 IL 100180100003859000 20070201 20370101 FIXED 1967 LOS ANGELES 91331 CA 0 20070201 20370101 FIXED 1968 KISSIMMEE 34759 FL 100180100003861000 20070201 20370101 FIXED 1969 VINELAND 8360 NJ 100180100003818000 20070201 20370101 ARMS 1970 LAS VEGAS 89102 NV 100180100003860000 20070201 20220101 FIXED 0000 XXX XXXXX 00000 XX 100180100003860000 20070201 20370101 ARMS 1972 CAMDEN 8103 NJ 100180100003834000 20070201 20370101 ARMS 1973 CLERMONT 34711 FL 100180100003870000 20070201 20370101 ARMS 1974 KEAUU 96749 HI 100180100003806000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003850000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 00000 XX 100180100003828000 20070201 20370101 FIXED 1977 ALBUQUERQUE 87120 NM 100180100003851000 20070201 20370101 ARMS 1978 ALBUQUERQUE 87120 NM 100180100003851000 20070201 20370101 FIXED 1979 SALLISAW 74955 OK 100118010000382000 20070201 20370101 FIXED 0000 XXXX XXXXXX 00000 XX 100022100191761000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 00000 XX 100180100003871000 20070201 20370101 ARMS 0000 XXXXXXXXX 90250 CA 100180100003853000 20070201 20370101 ARMS 1983 BAKERSFIELD 93309 CA 100022100191754000 20070201 20370101 ARMS 1984 XXXXXX VALLEY 92555 CA 100180100003858000 20070201 20370101 ARMS 1985 ONTARIO 91762 CA 0 20070201 20370101 FIXED 1986 PORTSMOUTH 23703 VA 100180100003868000 20070201 20370101 FIXED 0000 XXXXXXXX XXXXX 00000 XX 100180100003867000 20070201 20370101 ARMS 1988 POMONA 91768 CA 0 20070201 20370101 FIXED 1989 WASHOUGAL 98671 WA 100180100003786000 20070201 20370101 ARMS 1990 NEWHALL 91321 CA 100180100003834000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003848000 20070201 20370101 ARMS 1992 LOS ANGELES 90041 CA 100022100191097000 20070201 20370101 ARMS 1993 VISALIA 93292 CA 100180100003841000 20070201 20370101 FIXED 1994 LODI 7644 NJ 100180100003846000 20070201 20370101 ARMS 0000 XXXX XXXXX XXXXX 00000 XX 100180100003846000 20070201 20370101 ARMS 1996 BAKERSFIELD 93304 CA 100022100191103000 20070201 20370101 ARMS 1997 BELLEVIEW 34420 FL 100180100003872000 20070201 20370101 ARMS 0000 XXXXXXXXXX 21782 MD 100180100003838000 20070201 20370101 ARMS 0000 XXXXX XXXXXX 00000 XX 100180100003866000 20070201 20370101 ARMS 0000 XXXXXXXX XXXXX 00000 XX 100180100003837000 20070201 20370101 ARMS 2001 RONKONKOMA 11779 NY 100180100003766000 20070201 20370101 ARMS 2002 MARTINSBURG 25401 WV 100180100003857000 20070201 20370101 ARMS 2003 RIVERSIDE 92505 CA 100180100003842000 20070201 20370101 ARMS 2004 KEAAU 96749 HI 100180100003806000 20070201 20370101 ARMS 0000 Xxxxxx 21811 MD 100124100000027000 20070201 20370101 FIXED 0000 XXXXXX 00000 XX 100180100003818000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 MD 100180100003822000 20070201 20370101 ARMS 2008 PHILADELPHIA 19150 PA 100180100003823000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003814000 20070201 20370101 FIXED 2010 MECHANICSVILLE 23111 VA 100180100003790000 20070201 20370101 ARMS 0000 XXXX XXXXXXXXXXX 00000 XX 100180100003802000 20070201 20370101 ARMS 0000 XXX XXXXXXXX 00000 XX 100180100003815000 20070201 20370101 ARMS 2013 GAINESVILLE 32601 FL 100180100003807000 20070201 20370101 FIXED 0000 XXXXXXXXX 30296 GA 100180100003805000 20070201 20370101 FIXED 0000 XXXXXXX 00000 AZ 100180100003816000 20070201 20370101 ARMS 2016 MIAMI 33185 FL 100180100003788000 20070201 20370101 ARMS 0000 XXXXXXXX 87532 NM 100180100003778000 20070201 20370101 FIXED 0000 XXXXXXXX 87532 NM 100180100003778000 20070201 20370101 FIXED 0000 XXXXXXX 00000 XX 100180100003779000 20070201 20370101 ARMS 0000 XXXXXXX XXXXX 00000 XX 100180100003814000 20070201 20370101 ARMS 2021 SEFFNER 33584 FL 100180100003822000 20070201 20370101 ARMS 0000 XXXX XXXXXX 00000 XX 100180100003812000 20070201 20370101 ARMS 2023 ALGONQUIN 60102 IL 100180100003822000 20070201 20370101 FIXED 0000 XXXXX 00000 CA 100180100003770000 20070201 20370101 ARMS 0000 XXXXXX 00000 GA 100180100003757000 20070201 20370101 ARMS 2026 ONTARIO 91761 CA 100180100003801000 20070201 20370101 ARMS 0000 XXXX XXXX XXXXX 00000 XX 100180100003760000 20070201 20370101 ARMS 2028 LINDEN 95236 CA 100180100003827000 20070201 20370101 ARMS 2029 LINDEN 95236 CA 100180100003827000 20070201 20220101 FIXED 2030 LANCASTER 93536 CA 100180100003820000 20070201 20370101 ARMS 2031 MURRIETA 92562 CA 100180100003834000 20070201 20370101 FIXED 2032 MURRIETA 92562 CA 100180100003834000 20070201 20370101 ARMS 0000 XXXX XXXXXXXXXX 00000 XX 100180100003845000 20070201 20370101 ARMS 0000 XXXXXXX XXXX 00000 XX 100022100191382000 20070201 20370101 FIXED 0000 XXXXX XXXXX 00000 XX 100180100003824000 20070201 20220101 FIXED 0000 XXXXX XXXXX 00000 XX 100180100003823000 20070201 20370101 ARMS 0000 XXXXX XXXXXXXXXX 00000 XX 100180100003823000 20070201 20370101 ARMS 2038 LOS ANGELES 90063 CA 100022100191383000 20070201 20370101 ARMS 2039 CUMBERLAND 23040 VA 100180100003755000 20070201 20370101 FIXED 0000 XXXXXXX 0000 XX 100180100003819000 20070201 20370101 ARMS 0000 XXXXXXXXX 60098 IL 100180100003851000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 60440 IL 100180100003825000 20070201 20370101 ARMS 2043 PATERSON 7522 NJ 100180100003828000 20070201 20370101 ARMS 2044 RICHMOND 94801 CA 100180100003814000 20070201 20370101 FIXED 2045 LOS ANGELES 90008 CA 100180100003845000 20070201 20370101 ARMS 2046 LAS VEGAS 89149 NV 100180100003830000 20070201 20370101 FIXED 0000 XXX XXXXX 00000 XX 100180100003830000 20070201 20370101 ARMS 2048 LAS VEGAS 89156 NV 100180100003841000 20070201 20220101 FIXED 0000 XXX XXXXX 00000 XX 100180100003841000 20070201 20370101 ARMS 0000 XXXXXX XXXXXX 00000 MD 100180100003777000 20070201 20370101 ARMS 0000 XXXXXXXX XXXXXXX 00000 XX 100180100003819000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 XX 100180100003774000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003834000 20070201 20370101 ARMS 0000 XXXXXXXX 97024 OR 100180100003830000 20070201 20370101 FIXED 0000 XXXXX 00000 FL 100180100003847000 20070201 20370101 ARMS 2056 MIAMI 33196 FL 100180100003847000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 MD 100180100003844000 20070201 20370101 ARMS 2058 PIKESVILLE 21208 MD 100180100003826000 20070201 20370101 ARMS 2059 PIKESVILLE 21208 MD 100180100003826000 20070201 20370101 FIXED 2060 STAMFORD 6902 CT 100180100003823000 20070201 20370101 ARMS 2061 HILMAR 95324 CA 100180100003840000 20070201 20370101 ARMS 0000 XXXXXX XXXXX XXXXXXXX 00000 XX 100180100003843000 20070201 20370101 FIXED 0000 XXXXXX XXXXX XXXXXXXX 00000 XX 100180100003843000 20070201 20370101 ARMS 2064 AUMSVILLE 97325 OR 100180100003850000 20070201 20370101 ARMS 0000 XXXXXXXX XXXXX 0000 XX 100180100003822000 20070201 20370101 ARMS 2066 CITRUS HEIGHTS 95610 CA 100180100003820000 20070201 20370101 ARMS 2067 LODI 95240 CA 100180100003837000 20070201 20220101 FIXED 2068 LODI 95240 CA 100180100003837000 20070201 20370101 FIXED 2069 TAMARAC 33321 FL 100180100003846000 20070201 20370101 ARMS 2070 BISHOPVILLE 29010 SC 100180100003841000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 00000 MD 100180100003823000 20070201 20370101 FIXED 2072 MIDLOTHIAN 23112 VA 100180100003842000 20070201 20370101 ARMS 2073 CHESTERFIELD 23832 VA 100180100003854000 20070201 20370101 FIXED 2074 BROOKSHIRE 77423 TX 100180100003842000 20070201 20370101 ARMS 2075 TAMPA 33635 FL 100180100003791000 20070201 20370101 FIXED 0000 XXXXX 00000 FL 100180100003824000 20070201 20370101 FIXED 0000 XXXXXXX 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LANCASTER 1523 MA 100022100188909000 20061201 20211101 FIXED 2427 KISSIMMEE 34741 FL 100022100188909000 20061201 20361101 ARMS 2428 STONE MOUNTAIN 30088 GA 100022100188910000 20061201 20361101 ARMS 2429 BROOKVILLE 45309 OH 100022100188910000 20061201 20361101 FIXED 2430 ATLANTA 30328 GA 100022100188910000 20061201 20361101 ARMS 2431 SAULT SAINTE MARIE 49783 MI 100022100188910000 20061201 20361101 FIXED 2432 CHESTER 1011 MA 100022100188910000 20061201 20361101 ARMS 2433 CHESTER 1011 MA 100022100188910000 20061201 20211101 FIXED 2434 OSAGE BEACH 65065 MO 100022100188911000 20061201 20361101 FIXED 2435 VERNON 85940 AZ 100022100188911000 20061201 20361101 FIXED 2436 GRANTSVILLE 84029 UT 100022100188911000 20061201 20361101 ARMS 2437 FOX ISLAND 98332 WA 100022100188911000 20061201 20361101 ARMS 2438 HAGERSTOWN 21742 MD 0 20061201 20211101 FIXED 2439 TOLEDO 43615 OH 100022100188912000 20061201 20361101 ARMS 2440 KETTERING 45429 OH 100022100188912000 20061201 20361101 ARMS 2441 MINOOKA 60447 IL 100022100188912000 20061201 20361101 FIXED 2442 BOWIE 20715 MD 0 20061201 20361101 ARMS 2443 FORT WORTH 76116 TX 100022100188913000 20061201 20211101 FIXED 2444 CROWN POINT 46307 IN 100022100188913000 20061201 20361101 ARMS 2445 SPRINGFIELD 62704 IL 100022100188913000 20061201 20361101 FIXED 2446 HATBORO 19040 PA 100022100188914000 20061201 20361101 ARMS 2447 PALMYRA 17078 PA 100022100188914000 20061201 20361101 ARMS 2448 CORPUS CHRISTI 78414 TX 100022100188914000 20061201 20361101 FIXED 2449 CORPUS CHRISTI 78414 TX 100022100188914000 20061201 20211101 FIXED 2450 BROOKLYN 11207 NY 100022100188914000 20061201 20361101 FIXED 2451 CONNEAUT 44030 OH 100022100188915000 20061201 20361101 FIXED 2452 CONNEAUT 44030 OH 100022100188915000 20061201 20211101 FIXED 2453 LANCASTER 1523 MA 100022100188915000 20061201 20361101 ARMS 2454 PANAMA CITY 32405 FL 100022100188915000 20061201 20361101 FIXED 2455 N CHARLESTON 29406 SC 100022100188916000 20061201 20361101 ARMS 2456 NORTH EAST 21901 MD 0 20061201 20361101 ARMS 2457 GLOUCESTER TWP CLEMENTON 8021 NJ 100022100188916000 20061201 20361101 ARMS 2458 EUCLID 44132 OH 100022100188918000 20061201 20361101 ARMS 2459 PALMYRA 17078 PA 100022100188918000 20061201 20211101 FIXED 2460 DISTRICT HEIGHTS 20747 MD 0 20061201 20361101 ARMS 2461 WHEELERSBURG 45694 OH 100022100188921000 20061201 20361101 ARMS 2462 Cambridge 55008 MN 100273100008407000 20061101 20361001 ARMS 2463 Cambridge 55008 MN 100273100008407000 20061101 20361001 FIXED 2464 KNOXVILLE 37924 TN 100073020061544000 20061201 20361101 ARMS 2465 BELL 90201 CA 100073020061565000 20061201 20361101 ARMS 2466 CHOKOLOSKEE 34139 FL 100013700039944000 20070101 20361201 ARMS 2467 ST PETERSBURG 33713 FL 100013700039965000 20070101 20361201 ARMS 2468 NORFOLK 23509 VA 100013700039970000 20061201 20361101 FIXED 2469 DECATUR 30034 GA 100013700039971000 20070101 20361201 ARMS 2470 MOORESVILLE 28115 NC 100013700039973000 20070101 20361201 FIXED 2471 SOUTH DAYTONA 32119 FL 100013700039976000 20070101 20361201 FIXED 2472 MEMPHIS 38116 TN 100013700039988000 20070101 20361201 ARMS 2473 DALLAS 75254 TX 100013700039990000 20070101 20211201 FIXED 2474 DALLAS 75254 TX 100013700039989000 20070101 20361201 ARMS 2475 CHICAGO HEIGHTS 60411 IL 0 20070201 20370101 FIXED 2476 LOS ANGELES 90062 CA 100180100003780000 20070201 20370101 ARMS 2477 SOUTH EL MONTE 91733 CA 100180100003805000 20070201 20370101 ARMS 2478 RIVERSIDE 92503 CA 100180100003615000 20070201 20370101 ARMS 2479 HAMPTON 23663 VA 100180100003835000 20070201 20370101 FIXED 2480 NEW WINDSOR 12553 NY 100180100003862000 20070201 20370101 FIXED 2481 PHILADELPHIA 19141 PA 100180100003862000 20070201 20370101 ARMS 2482 SANTA CLARITA 91351 CA 100180100003865000 20070201 20370101 ARMS 2483 SAN BERNARDINO 92404 CA 100180100003827000 20070201 20370101 ARMS 2484 MONTEREY PARK 91755 CA 100180100003861000 20070201 20370101 ARMS 2485 SICKLERVILLE 8081 NJ 100180100003817000 20070201 20370101 FIXED 2486 PHOENIX 85053 AZ 100180100003842000 20070201 20370101 ARMS 2487 PEORIA 85382 AZ 100180100003853000 20070201 20370101 FIXED 2488 POMPANO BEACH 33076 FL 100180100003858000 20070201 20370101 ARMS 2489 RICHMOND 23231 VA 100180100003855000 20070201 20370101 ARMS 2490 FREDERICKSBURG 22407 VA 100516300000101000 20070201 20370101 FIXED 2491 STATEN ISLAND 10306 NY 100180100003845000 20070201 20370101 ARMS 2492 RICHMOND 23222 VA 100180100003855000 20070201 20370101 ARMS 2493 NORFOLK 23508 VA 100180100003846000 20070201 20370101 ARMS 2494 MERRILL 54452 WI 100180100003842000 20070201 20370101 ARMS 2495 RICHMOND 23228 VA 100180100003861000 20070201 20370101 ARMS 2496 VALLEY STREAM 11580 NY 100180100003837000 20070201 20370101 FIXED 2497 ANSONIA 6401 CT 100180100003848000 20070201 20370101 ARMS 2498 CROFTON 21114 MD 100180100003840000 20070201 20370101 ARMS 2499 NEWPORT 2840 RI 100180100003865000 20070201 20370101 ARMS 2500 BUFFALO 14222 NY 100180100003774000 20070201 20370101 FIXED 2501 ANAHEIM 92802 CA 100180100003862000 20070201 20370101 ARMS 2502 ANAHEIM 92802 CA 100180100003868000 20070201 20220101 FIXED 2503 BOLINGBROOK 60440 IL 100180100003838000 20070201 20370101 ARMS 2504 CALUMET CITY 60409 IL 100180100003825000 20070201 20370101 ARMS 2505 ANTIOCH 60002 IL 100180100003824000 20070201 20370101 FIXED 2506 ANTIOCH 60002 IL 100180100003824000 20070201 20370101 ARMS 2507 PHILADELPHIA 19150 PA 100180100003866000 20070201 20370101 ARMS 2508 SILVERTHORNE 80498 CO 100180100003842000 20070201 20370101 FIXED 2509 WALDORF 20603 MD 100180100006857000 20070201 20370101 ARMS 2510 RICHMOND 23237 VA 100180100003855000 20070201 20370101 FIXED 2511 VIRGINIA BEACH 23462 VA 100180100003842000 20070201 20370101 FIXED 2512 SYOSSET 11791 NY 100180100003861000 20070201 20370101 ARMS 2513 RICHMOND 23219 VA 100180100003856000 20070201 20370101 ARMS 2514 SAN ANTONIO 78221 TX 100180100003862000 20070201 20370101 ARMS 2515 MIAMI 33193 FL 100180100003864000 20070201 20370101 ARMS 2516 WATERLOO 50703 IA 100180100003847000 20070201 20370101 FIXED 2517 LOWELL 46356 IN 100180100003861000 20070201 20370101 ARMS 2518 CALUMET CITY 60409 IL 100180100003844000 20070201 20370101 ARMS 2519 WASHINGTON 20020 DC 100180100003828000 20070201 20370101 ARMS 2520 LAKE IN THE HILLS 60156 IL 100180100003863000 20070201 20370101 ARMS 2521 BELLFLOWER 90706 CA 100532000003841000 20070201 20370101 ARMS 2522 WASHINGTON 20011 DC 100180100003861000 20070201 20370101 FIXED 2523 DORCHESTER 2124 MA 100180100003819000 20070201 20370101 ARMS 2524 DORCHESTER 2124 MA 100180100003819000 20070201 20370101 FIXED 2525 FAIRFAX 22033 VA 100180100003855000 20070201 20370101 FIXED 2526 ALLENTOWN 18103 PA 100180100003859000 20070201 20370101 FIXED 2527 ITHACA 14850 NY 100180100003830000 20070201 20370101 ARMS 2528 LAKE WORTH 33463 FL 100180100003830000 20070201 20370101 ARMS 2529 MANVEL 77578 TX 100180100003832000 20070201 20370101 ARMS 2530 NAPERVILLE 60563 IL 100180100003845000 20070201 20370101 ARMS 2531 BALTIMORE 21206 MD 100180100003859000 20070201 20370101 FIXED 2532 TAMARAC 33321 FL 100180100003866000 20070201 20370101 ARMS 2533 CORNING 96021 CA 100180100003856000 20070201 20370101 FIXED 2534 LA QUINTA 92253 CA 100180100003852000 20070201 20370101 FIXED 2535 CENTREVILLE 20120 VA 100180100003847000 20070201 20370101 ARMS 2536 RANDALLSTOWN 21133 MD 100180100003828000 20070201 20370101 ARMS 2537 CHICAGO 60609 IL 100022100191071000 20070201 20370101 ARMS 2538 MILTON 19968 DE 100180100003840000 20070201 20370101 ARMS 2539 GARDEN GROVE 92840 CA 100180100003804000 20070201 20370101 ARMS 2540 LAS VEGAS 89149 NV 100180100003849000 20070201 20370101 ARMS 2541 WEST COVINA 91791 CA 100180100003851000 20070201 20370101 ARMS 2542 LANSING 60438 IL 100108010000385000 20070201 20370101 ARMS 2543 SACRAMENTO 95833 CA 100180100003864000 20070201 20370101 FIXED 2544 MURRAY 84123 UT 100180100003841000 20070201 20370101 ARMS 2545 CROFTON 21114 MD 100180100003844000 20070201 20370101 ARMS 2546 LUTHERVILLE 21093 MD 100180100003861000 20070201 20370101 FIXED 2547 ELLENWOOD 30294 GA 100180100003813000 20070201 20370101 ARMS 2548 SANIBEL 33957 FL 100180100003856000 20070201 20370101 ARMS 2549 ROMOLAND 92585 CA 100302306120057000 20070201 20370101 ARMS 2550 COLONIA 7067 NJ 100180100003864000 20070201 20370101 ARMS 2551 CHICAGO 60628 IL 100180100003790000 20070201 20370101 ARMS 2552 MATTAPAN 2126 MA 100180100003848000 20070201 20370101 ARMS 2553 MEMPHIS 38118 TN 100180100003844000 20070201 20370101 FIXED 2554 CHESAPEAKE 23324 VA 100180100003861000 20070201 20370101 FIXED 2555 CLOVIS 88101 NM 100180100003784000 20070201 20370101 FIXED 2556 MITCHELLVILLE 20721 MD 100180100003857000 20070201 20370101 ARMS 2557 PARK HALL 20667 MD 100180100003851000 20070201 20370101 ARMS 2558 EASTON 21601 MD 100180100003864000 20070201 20370101 ARMS 2559 OJAI 93023 CA 100022100191074000 20070201 20370101 FIXED 2560 LAS VEGAS 89128 NV 100180100003852000 20070201 20220101 FIXED 2561 LAS VEGAS 89128 NV 100180100003852000 20070201 20370101 ARMS 2562 MOORPARK 93021 CA 100180100003816000 20070201 20220101 FIXED 2563 MOORPARK 93021 CA 100180100003816000 20070201 20370101 ARMS 2564 IRVINE 92620 CA 100302306120058000 20070201 20370101 ARMS 2565 CLERMONT 34715 FL 100180100003852000 20070201 20370101 ARMS 2566 TAMARAC 33321 FL 100180100003852000 20070201 20370101 ARMS 2567 SAINT PETERSBURG 33713 FL 100180100003802000 20070201 20370101 ARMS 2568 BANGOR 4401 ME 100180100003840000 20070201 20370101 ARMS 2569 DES MOINES 50315 IA 100180100003866000 20070201 20270101 FIXED 2570 AZTEC 87410 NM 100180100003847000 20070201 20370101 ARMS 2571 ORLANDO 32810 FL 100180100003854000 20070201 20370101 ARMS 2572 MIAMI 33186 FL 100180100003863000 20070201 20370101 FIXED 2573 MURRIETA 92563 CA 100180100003864000 20070201 20370101 ARMS 2574 SANTA MONICA 90404 CA 100180100003826000 20070201 20370101 ARMS 2575 GAINESVILLE 30507 GA 100180100003836000 20070201 20370101 FIXED 2576 BATAVIA 60510 IL 100180100003860000 20070201 20370101 ARMS 2577 PORT REPUBLIC 20676 MD 100180100003862000 20070201 20370101 ARMS 2578 SAINT PAUL 55106 MN 100180100003869000 20070201 20370101 ARMS 2579 SOUTH BEND 46628 IN 100180100003791000 20070201 20370101 ARMS 2580 PONTIAC 61764 IL 100180100003844000 20070201 20370101 ARMS 2581 BALTIMORE 21206 MD 100180100003852000 20070201 20370101 ARMS 2582 BONNEY LAKE 98391 WA 100180100003783000 20070201 20370101 ARMS 2583 ORLANDO 32839 FL 100180100003813000 20070201 20370101 FIXED 2584 CLEARLAKE OAKS 95423 CA 100180100003812000 20070201 20370101 ARMS 2585 KISSIMMEE 34743 FL 100180100003860000 20070201 20370101 ARMS 2586 SACRAMENTO 95823 CA 100180100003822000 20070201 20370101 ARMS 2587 CAMBRIDGE 2140 MA 100180100003846000 20070201 20370101 ARMS 2588 MIDLOTHIAN 23112 VA 100180100003860000 20070201 20370101 ARMS 2589 CHATTANOOGA 37416 TN 100180100003863000 20070201 20370101 ARMS 2590 MESA 85205 AZ 100180100003859000 20070201 20370101 ARMS 2591 GLENDALE 85308 AZ 100180100003856000 20070201 20370101 FIXED 2592 BAKERSFIELD 93307 CA 100180100003842000 20070201 20370101 ARMS 2593 BRANDENBURG 40108 KY 100022100191078000 20070201 20370101 FIXED 2594 SCHAUMBURG 60193 IL 100180100003857000 20070201 20370101 ARMS 2595 KEARNEY 64060 MO 100180100003859000 20070201 20370101 FIXED 2596 BRONX 10464 NY 100180100000384000 20070201 20370101 ARMS 2597 STEVENSVILLE 21666 MD 100180100003837000 20070201 20370101 FIXED 2598 LYNWOOD 90262 CA 100180100003794000 20070201 20370101 ARMS 2599 GRANADA HILLS 91344 CA 100180100003862000 20070201 20370101 ARMS 2600 FONTANA 92336 CA 100180100003819000 20070201 20370101 ARMS 2601 SACRAMENTO 95824 CA 100180100000385000 20070201 20370101 ARMS 2602 INDIAN HEAD 20640 MD 100180100003854000 20070201 20370101 ARMS 2603 LOS ANGELES 90003 CA 100180100003852000 20070201 20370101 ARMS 2604 YAMPA 80483 CO 100180100003810000 20070201 20370101 ARMS 2605 APACHE JUNCTION 85220 AZ 100180100003853000 20070201 20370101 ARMS 2606 BOTHELL 98012 WA 100180100003853000 20070201 20370101 ARMS 2607 SPANISH FORK 84660 UT 100180100003839000 20070201 20370101 ARMS 2608 WELLINGTON 33414 FL 100180100003856000 20070201 20370101 ARMS 2609 LAS VEGAS 89110 NV 100180100003841000 20070201 20370101 ARMS 2610 PHOENIX 85018 AZ 100180100003854000 20070201 20370101 ARMS 2611 FT LAUDERDALE 33311 FL 100180100003841000 20070201 20370101 ARMS 2612 LOS ANGELES 90022 CA 0 20070201 20370101 ARMS 2613 CAMAS 98607 WA 100180100003842000 20070201 20370101 ARMS 2614 ONTARIO 91764 CA 100180100003861000 20070201 20370101 ARMS 2615 LANCASTER 93535 CA 100180100003860000 20070201 20370101 FIXED 2616 CORCORAN 93212 CA 100180100003839000 20070201 20370101 ARMS 2617 MOHAVE VALLEY 86440 AZ 100180100003823000 20070201 20370101 FIXED 2618 MOHAVE VALLEY 86440 AZ 100180100003823000 20070201 20370101 ARMS 2619 BUENA PARK 90620 CA 100180100003863000 20070201 20220101 FIXED 2620 BUENA PARK 90620 CA 100180100003863000 20070201 20370101 ARMS 2621 VALLEJO 94591 CA 100180100003862000 20070201 20370101 ARMS 2622 PUYALLUP 98373 WA 100180100003855000 20070201 20370101 FIXED 2623 KNOXVILLE 37914 TN 100180100003826000 20070201 20370101 FIXED 2624 WEST HARTFORD 6110 CT 100180100003837000 20070201 20370101 FIXED 2625 WEST HARTFORD 6110 CT 100180100003837000 20070201 20370101 ARMS 2626 NAPLES 34116 FL 100180100003822000 20070201 20370101 FIXED 2627 GARDENA 90249 CA 100180100003858000 20070201 20370101 ARMS 2628 TUSTIN 92780 CA 100180100003814000 20070201 20370101 ARMS 2629 GARDENA 90249 CA 100180100003858000 20070201 20220101 FIXED 2630 PORTLAND 97203 OR 100180100003863000 20070201 20370101 ARMS 2631 PORTLAND 97203 OR 100180100003963000 20070201 20370101 FIXED 2632 SAN FRANCISCO 94112 CA 100180100003834000 20070201 20370101 ARMS 2633 SAN FRANCISCO 94112 CA 100180100003834000 20070201 20370101 FIXED 2634 HEMET 92545 CA 100180100003858000 20070201 20370101 ARMS 2635 SANTA FE 87507 NM 100180100003848000 20070201 20370101 ARMS 2636 DESERT HOT SPRINGS 92240 CA 100180100003863000 20070201 20370101 ARMS 2637 GLENDALE 91214 CA 100180100003843000 20070201 20370101 ARMS 2638 SOUTH GATE 90280 CA 100180100003845000 20070201 20370101 ARMS 2639 NORTH MIAMI 33161 FL 100180100003850000 20070201 20370101 FIXED 2640 SIMI VALLEY 93063 CA 100180100003860000 20070201 20370101 ARMS 2641 MIRAMAR 33029 FL 100180100003862000 20070201 20370101 FIXED 2642 SIMI VALLEY 93063 CA 100180100003860000 20070201 20220101 FIXED 2643 PHILADELPHIA 19151 PA 100180100003854000 20070201 20370101 ARMS 2644 ALBUQUERQUE 87107 NM 100180100003856000 20070201 20370101 ARMS 2645 MIAMI 33169 FL 100180100003870000 20070201 20370101 ARMS 2646 COUNTRY CLUB HILLS 60478 IL 100180100003860000 20070201 20370101 ARMS 2647 ACWORTH 30101 GA 100180100003858000 20070201 20370101 ARMS 2648 BATTLE GROUND 98604 WA 100180100003863000 20070201 20370101 ARMS 2649 FONTANA 92336 CA 100180100003841000 20070201 20370101 ARMS 2650 SKOKIE 60076 IL 100155900106110000 20070201 20370101 ARMS 2651 HOOD RIVER 97031 OR 100180100003843000 20070201 20370101 ARMS 2652 SAN JOSE 95116 CA 100180100003828000 20070201 20370101 ARMS 2653 DUARTE 91010 CA 100180100003858000 20070201 20370101 ARMS 2654 LOS ANGELES 90002 CA 100180100003829000 20070201 20370101 ARMS 2655 MERCED 95348 CA 100180100003816000 20070201 20370101 ARMS 2656 DUARTE 91010 CA 100180100003858000 20070201 20220101 FIXED 2657 RENTON 98058 WA 100180100003844000 20070201 20370101 FIXED 2658 RENTON 98058 WA 100180100003488000 20070201 20370101 FIXED 2659 POULSBO 98370 WA 100180100003855000 20070201 20370101 ARMS 2660 RANCHO SANTA MARGARIT 92688 CA 100180100003849000 20070201 20370101 ARMS 2661 LAKE ELSINORE 92530 CA 100180100003804000 20070201 20370101 FIXED 2662 CHAMBERSBURG 17201 PA 100180100003840000 20070201 20370101 ARMS 2663 CHESAPEAKE 23324 VA 100180100003808000 20070201 20370101 ARMS 2664 ABSECON 8205 NJ 100180100003866000 20070201 20370101 ARMS 2665 MCDONOUGH 30253 GA 100180100003847000 20070201 20370101 ARMS 2666 HOLLYWOOD 33023 FL 100180100003871000 20070201 20370101 FIXED 2667 CHICAGO 60651 IL 100180100003869000 20070201 20370101 ARMS 2668 SNELLVILLE 30039 GA 100180100003850000 20070201 20370101 ARMS 2669 SNELLVILLE 30039 GA 100180100003851000 20070201 20220101 FIXED 2670 BROOKFIELD 60513 IL 100180100003835000 20070201 20370101 FIXED 2671 PEOTONE 60468 IL 100180100003835000 20070201 20370101 FIXED 2672 WEST COXSACKIE 12192 NY 100180100003837000 20070201 20370101 ARMS 2673 BRIDGEVIEW 60455 IL 100180100003867000 20070201 20370101 ARMS 2674 GILBERTS 60136 IL 100118010000381000 20070201 20370101 ARMS 2675 MIAMI 33177 FL 100180100003860000 20070201 20370101 ARMS 2676 NEW HAVEN 6511 CT 100180100003858000 20070201 20370101 FIXED 2677 BALTIMORE 21218 MD 100180100003836000 20070201 20370101 ARMS 2678 SUFFOLK 23435 VA 100180100003857000 20070201 20370101 ARMS 2679 FORT PIERCE 34950 FL 100180100003812000 20070201 20370101 ARMS 2680 PHOENIX 85031 AZ 100180100003821000 20070201 20370101 ARMS 2681 BURBANK 60459 IL 100022100191090000 20070201 20370101 ARMS 2682 TAMPA 33605 FL 100180100003837000 20070201 20370101 ARMS 2683 CORONA 92879 CA 100180100003833000 20070201 20370101 ARMS 2684 CEDAR RAPIDS 52405 IA 100180100003844000 20070201 20370101 FIXED 2685 POMPANO BEACH 33064 FL 100180100003843000 20070201 20370101 FIXED 2686 NAPLES 34116 FL 100180100003843000 20070201 20370101 ARMS 2687 MIAMI 33133 FL 100180100003831000 20070201 20370101 FIXED 2688 MONROVIA 91016 CA 100180100003810000 20070201 20370101 FIXED 2689 TIMBERVILLE 22853 VA 100180100003858000 20070201 20370101 ARMS 2690 BURLINGTON 8016 NJ 100180100003857000 20070201 20370101 ARMS 2691 SPRING GROVE 17362 PA 100180100003828000 20070201 20370101 ARMS 2692 LAS VEGAS 89147 NV 100180100003863000 20070201 20370101 ARMS 2693 LAS VEGAS 89147 NV 100180100003863000 20070201 20220101 FIXED 2694 NEW BRITAIN 6051 CT 100180100003828000 20070201 20370101 ARMS 2695 LAKE HAVASU CITY 86403 AZ 100180100003867000 20070201 20370101 ARMS 2696 FAIRFAX 22030 VA 100180100003864000 20070201 20220101 FIXED 2697 LAS VEGAS 89115 NV 100180100003833000 20070201 20370101 ARMS 2698 LAS VEGAS 89115 NV 100180100003833000 20070201 20220101 FIXED 2699 COTTAGE GROVE 97424 OR 100180100003866000 20070201 20370101 ARMS 2700 AZUSA 91702 CA 100180100003828000 20070201 20370101 ARMS 2701 ROANOKE 24017 VA 100180100003802000 20070201 20370101 ARMS 2702 BELLFLOWER 90706 CA 100180100003822000 20070201 20370101 ARMS 2703 SALT LAKE CITY 84119 UT 100180100000385000 20070201 20370101 ARMS 2704 MARY ESTHER 32569 FL 100180100003852000 20070201 20370101 FIXED 2705 MARY ESTHER 32569 FL 100180100003834000 20070201 20370101 FIXED 2706 KNOXVILLE 37922 TN 100516300000101000 20070201 20370101 FIXED 2707 STEVENSON RANCH 91381 CA 100180100003843000 20070201 20370101 ARMS 2708 WINCHESTER 22602 VA 100180100003871000 20070201 20370101 ARMS 2709 WINCHESTER 22602 VA 100180100003871000 20070201 20370101 FIXED 2710 VIRGINIA BEACH 23452 VA 100180100003862000 20070201 20370101 ARMS 2711 BOWIE 20720 MD 100180100003860000 20070201 20370101 ARMS 2712 ALEXANDRIA 22312 VA 100180100003867000 20070201 20370101 ARMS 2713 ALEXANDRIA 22312 VA 100180100003867000 20070201 20370101 FIXED 2714 POMONA 91766 CA 100180100003858000 20070201 20370101 ARMS 2715 MESA 85212 AZ 100180100003842000 20070201 20370101 ARMS 2716 LACEY 98503 WA 100180100003862000 20070201 20370101 FIXED 2717 LACEY 98503 WA 100180100003862000 20070201 20370101 ARMS 2718 RANCHO CUCAMONGA 91730 CA 100532000003851000 20070201 20370101 ARMS 2719 ESCONDIDO 92026 CA 0 20070201 20370101 FIXED 2720 SYRACUSE 13204 NY 100180100003794000 20070201 20370101 ARMS 2721 PALMDALE 93551 CA 100180100003834000 20070201 20370101 ARMS 2722 PALERMO 95968 CA 100180100003839000 20070201 20370101 ARMS 2723 ARDMORE 73401 OK 100180100003817000 20070201 20370101 ARMS 2724 ATLANTIC CITY 8401 NJ 100180100003845000 20070201 20370101 ARMS 2725 RALEIGH 27614 NC 100180100003870000 20070201 20370101 ARMS 2726 ANSONIA 6401 CT 100180100003817000 20070201 20370101 ARMS 2727 ORLANDO 32803 FL 100180100003860000 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92551 CA 100180100003849000 20070201 20370101 FIXED 2789 MORENO VALLEY 92551 CA 100180100003849000 20070201 20370101 ARMS 2790 CEDARTOWN 30125 GA 100180100003860000 20070201 20370101 ARMS 2791 MELBOURNE BEACH 32951 FL 100180100003823000 20070201 20370101 ARMS 2792 SANTA ANA 92707 CA 100180100003849000 20070201 20370101 ARMS 2793 SACRAMENTO 95820 CA 100180100003834000 20070201 20370101 ARMS 2794 MYRTLE BEACH 29579 SC 100180100003866000 20070201 20370101 ARMS 2795 DEMING 88030 NM 100180100003833000 20070201 20370101 ARMS 2796 ORLANDO 32837 FL 100180100003870000 20070201 20370101 ARMS 2797 STEVENSVILLE 21666 MD 100180100003775000 20070201 20370101 ARMS 2798 LOS ANGELES 90036 CA 100180100003828000 20070201 20370101 ARMS 2799 WEST SACRAMENTO 95691 CA 100180100003866000 20070201 20370101 ARMS 2800 RIVERSIDE 92508 CA 100180100003824000 20070201 20370101 ARMS 2801 SCOTTSDALE 85251 AZ 100180100003868000 20070201 20370101 FIXED 2802 INDIANAPOLIS 46201 IN 100180100003833000 20070201 20370101 ARMS 2803 LOS ANGELES 90001 CA 100180100003829000 20070201 20370101 ARMS 2804 LAS CRUCES 88005 NM 100180100003849000 20070201 20370101 ARMS 2805 MONTGOMERY 12549 NY 100180100003858000 20070201 20370101 FIXED 2806 COLUMBIA 21045 MD 100180100003864000 20070201 20370101 FIXED 2807 FRESNO 93706 CA 100180100003840000 20070201 20370101 ARMS 2808 COLUMBIA 21045 MD 100180100003863000 20070201 20370101 ARMS 2809 TRINIDAD 95570 CA 100180100003848000 20070201 20370101 ARMS 2810 FORT LAUDERDALE 33312 FL 100180100003862000 20070201 20370101 FIXED 2811 TRINIDAD 95570 CA 100180100003865000 20070201 20220101 FIXED 2812 GLENDALE 85310 AZ 100180100003866000 20070201 20370101 FIXED 2813 PALM SPRINGS 92262 CA 100180100003832000 20070201 20370101 ARMS 2814 RICHMOND 23234 VA 100180100003842000 20070201 20370101 ARMS 2815 CHESAPEAKE 23323 VA 100180100003777000 20070201 20370101 FIXED 2816 BALTIMORE 21239 MD 100180100003858000 20070201 20370101 ARMS 2817 CLIFTON PARK 12065 NY 100180100003829000 20070201 20370101 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20370101 FIXED 2833 PLAINFIELD 60586 IL 100180100003846000 20070201 20370101 ARMS 2834 PLAINFIELD 60586 IL 100180100003850000 20070201 20220101 FIXED 2835 LOS ANGELES 90001 CA 100180100003856000 20070201 20370101 FIXED 2836 JACKSONVILLE 32223 FL 100180100003868000 20070201 20370101 FIXED 2837 STOCKTON 95204 CA 100022100191119000 20070201 20370101 ARMS 2838 BIRD IN HAND 17505 PA 100180100003854000 20070201 20370101 FIXED 2839 MORONGO VALLEY AREA 92256 CA 100180100003862000 20070201 20370101 ARMS 2840 BRONX 10469 NY 100180100003703000 20070201 20370101 ARMS 2841 LAS VEGAS 89134 NV 100180100003843000 20070201 20220101 FIXED 2842 LAS VEGAS 89134 NV 100180100003842000 20070201 20370101 ARMS 2843 HOLLYWOOD 33021 FL 100180100003866000 20070201 20370101 ARMS 2844 ROSEVILLE 95747 CA 100180100003858000 20070201 20370101 ARMS 2845 MIAMI 33177 FL 100180100003855000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 MD 100180100003845000 20070201 20370101 ARMS 2847 PENSACOLA 32526 FL 100180100003864000 20070201 20370101 FIXED 0000 XXXXXXXX 2910 RI 100180100003867000 20070201 20370101 FIXED 0000 XXXXXXX XXXXX 00000 XX 100180100003860000 20070201 20270101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003817000 20070201 20370101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003817000 20070201 20370101 ARMS 0000 XXXXXXXXXX 00000 DC 100180100003865000 20070201 20370101 ARMS 2853 VIRGINIA BEACH 23454 VA 100516300000101000 20070201 20370101 ARMS 2854 LOS ANGELES 90048 CA 100180100003814000 20070201 20370101 ARMS 2855 YUBA CITY 95993 CA 100180100003848000 20070201 20370101 ARMS 2856 RIVERSIDE 92504 CA 100302306120057000 20070201 20370101 ARMS 2857 LARGO 33773 FL 100180100003868000 20070201 20370101 FIXED 0000 XXXXXX XXXXX 0000 XX 100180100003863000 20070201 20370101 ARMS 0000 XXXXXX XXXXXXX 00000 XX 100180100003864000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003859000 20070201 20370101 ARMS 0000 XXXXXXXX 21040 MD 100180100003862000 20070201 20370101 FIXED 0000 XXXXXXXX 21040 MD 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XXXXXXX 90220 CA 0 20070201 20370101 FIXED 2894 XXXXXXX 11510 NY 100180100003812000 20070201 20370101 ARMS 0000 XXX XXXXXXXXXX 00000 XX 100180100003840000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 XX 100180100003831000 20070201 20370101 ARMS 0000 XXX XXXXXXXXXX 00000 XX 100180100003822000 20070201 20370101 ARMS 2898 LAS VEGAS 89122 NV 100180100003813000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 21133 MD 100180100003821000 20070201 20370101 ARMS 2900 MEMPHIS 38105 TN 100180100003772000 20070201 20370101 FIXED 2901 CHICAGO 60631 IL 100180100003833000 20070201 20370101 ARMS 2902 NEWBURGH 12550 NY 100180100003771000 20070201 20370101 ARMS 0000 XXXXXXX XXXX 00000 XX 100180100003836000 20070201 20370101 FIXED 2904 XXXXXXX 90220 CA 100180100003801000 20070201 20370101 ARMS 2905 NEW PALTZ 12561 NY 100180100003817000 20070201 20370101 FIXED 0000 XXXXXXX XXXXX 00000 XX 0 20070201 20370101 ARMS 2907 LANCASTER 93536 CA 100180100003820000 20070201 20370101 FIXED 2908 TIJERAS 87059 NM 100180100003831000 20070201 20370101 ARMS 2909 CHICAGO 60639 IL 100180100003839000 20070201 20370101 ARMS 2910 LOS ANGELES 90033 CA 0 20070201 20370101 ARMS 2911 POMONA 91767 CA 0 20070201 20370101 FIXED 2912 LA XXXXXX 91744 CA 100022100191491000 20070201 20370101 ARMS 2913 XXXXXXX 30701 GA 100180100003848000 20070201 20370101 ARMS 2914 XXXXXXX 95330 CA 100180100003859000 20070201 20370101 ARMS 0000 XXX XXXX XXXXXXXXXX 00000 XX 0 20070201 20370101 FIXED 2916 XXXXXX XXXXX 00000 IL 100180100003834000 20070201 20370101 FIXED 0000 XXXX XXXXX 00000 XX 100180100003847000 20070201 20370101 ARMS 0000 XXXXX XXXXXXXX 00000 XX 100180100003850000 20070201 20370101 FIXED 2919 AMITYVILLE 11701 NY 100180100003821000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 XX 100180100003859000 20070201 20370101 ARMS 0000 XXXXXXX XXXXX 0000 XX 100180100003846000 20070201 20370101 ARMS 2922 FREDERICKSBURG 22407 VA 100180100003819000 20070201 20370101 ARMS 2923 WOODBRIDGE 22193 VA 100180100003816000 20070201 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100180100003779000 20070201 20370101 ARMS 2940 LONG BEACH 90804 CA 100022100191724000 20070201 20370101 ARMS 2941 XXXXXXXX 85249 AZ 100180100003819000 20070201 20370101 FIXED 2942 CHANDLER 85249 AZ 100180100003819000 20070201 20370101 ARMS 0000 XXXX XXXXXX XXXX 00000 UT 100180100003817000 20070201 20370101 ARMS 2944 LAS VEGAS 89110 NV 100180100003817000 20070201 20370101 ARMS 2945 XXXX XXXXXX 00000 GA 100180100003763000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 00000 MD 100180100003821000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 XX 100180100003814000 20070201 20370101 ARMS 2948 FONTANA 92336 CA 0 20070201 20370101 FIXED 2949 LANCASTER 93534 CA 100180100003782000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003759000 20070201 20370101 ARMS 2951 CASSELBERRY 32707 FL 100180100003826000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003759000 20070201 20370101 FIXED 2953 BRONX 10457 NY 100180100003825000 20070201 20370101 ARMS 2954 XXXX XXXXXXXXXX 00000 MD 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XXXXXX 00000 XX 100180100003831000 20070201 20370101 ARMS 2959 INGLEWOOD 90302 CA 0 20070201 20370101 ARMS 2960 LAKE IN THE HILLS 60156 IL 100180100003839000 20070201 20370101 ARMS 2961 PORTSMOUTH 23701 VA 100180100003841000 20070201 20370101 FIXED 2962 CHICAGO 60625 IL 100180100003784000 20070201 20370101 FIXED 0000 XXXXXXXXX 90723 CA 0 20070201 20370101 FIXED 0000 XXXXX XXXX 00000 XX 100180100003718000 20070201 20370101 FIXED 0000 XXXXXX 0000 XX 100180100003842000 20070201 20370101 ARMS 2966 BRONX 10462 NY 100180100003835000 20070201 20370101 ARMS 2967 WAUCONDA 60084 IL 100180100003851000 20070201 20370101 ARMS 2968 FRESNO 93705 CA 100180100003847000 20070201 20220101 FIXED 0000 XXXXXX 00000 CA 100180100003847000 20070201 20370101 ARMS 0000 XXXXXXXX 85323 AZ 100180100003871000 20070201 20370101 FIXED 0000 XXXXXXX XXXXX 00000 XX 100022100191753000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003870000 20070201 20370101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003842000 20070201 20370101 FIXED 0000 XXX XXXXXXXXXX 00000 XX 100180100003868000 20070201 20370101 ARMS 2975 LOUDONVILLE 12211 NY 100180100003802000 20070201 20370101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003857000 20070201 20370101 ARMS 2977 XXXXXXX XXXXX 00000 CA 100180100003777000 20070201 20220101 FIXED 2978 MENDOTA 93640 CA 100180100003841000 20070201 20370101 ARMS 2979 LOS ANGELES 90065 CA 100180100003869000 20070201 20370101 ARMS 2980 ODESSA 33556 FL 100180100003838000 20070201 20370101 FIXED 0000 XXX XXXX XXXXXX 00000 XX 100180100003797000 20070201 20370101 ARMS 2982 MODESTO 95354 CA 100180100003857000 20070201 20370101 ARMS 2983 CATHEDRAL CITY 92234 CA 100180100003849000 20070201 20370101 FIXED 0000 XXXX XXXXX 0000 XX 100180100003823000 20070201 20370101 ARMS 0000 XXXXXX XXXXX 0000 XX 100180100003846000 20070201 20370101 ARMS 2986 PHOENIX 85042 AZ 100180100003849000 20070201 20370101 ARMS 2987 PHOENIX 85042 AZ 100180100003849000 20070201 20220101 FIXED 0000 XXXXXXXX 00000 XX 100180100003861000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003861000 20070201 20370101 ARMS 0000 XXXXXXXXXX 19401 PA 100180100003848000 20070201 20370101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003859000 20070201 20370101 ARMS 2992 PHILOMATH 97370 OR 100180100003867000 20070201 20370101 FIXED 2993 PHILOMATH 97370 OR 100180100003868000 20070201 20220101 FIXED 0000 XXXX XXXXX 00000 XX 100180100003872000 20070201 20370101 FIXED 0000 XXX XXXXXXXX 00000 XX 100180100003860000 20070201 20370101 ARMS 2996 RICHMOND 23238 VA 100180100003845000 20070201 20370101 ARMS 0000 XXXXXXXXXXXX 21133 MD 100180100003873000 20070201 20370101 ARMS 0000 XXXXXXXXXX 00000 DC 100180100003852000 20070201 20370101 ARMS 0000 XXXXXXXXXX 19403 PA 100180100003848000 20070201 20370101 FIXED 0000 XXXXXXXXXX 19403 PA 100180100003848000 20070201 20370101 FIXED 3001 TEQUESTA 33469 FL 100516300000101000 20070201 20370101 ARMS 3002 SPANAWAY 98387 WA 100516300000101000 20070201 20370101 FIXED 3003 PALM CITY 34990 FL 100516300000101000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 MD 100180100003867000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003851000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003851000 20070201 20370101 ARMS 3007 OCALA 34479 FL 100180100003870000 20070201 20370101 FIXED 3008 NORTHLAKE 60164 IL 100180100003870000 20070201 20370101 ARMS 3009 CANONSBURG 15317 PA 100180100003850000 20070201 20370101 ARMS 3010 IRVINGTON 7111 NJ 100180100003854000 20070201 20370101 ARMS 3011 XXXXXXX 23836 VA 100180100003866000 20070201 20370101 ARMS 3012 XXXXXXXX 29506 SC 100180100003854000 20070201 20370101 FIXED 0000 XXXXXXXX 0000 XX 100180100003876000 20070201 20370101 ARMS 3014 PHILADELPHIA 19151 PA 100180100003836000 20070201 20370101 ARMS 3015 DECATUR 30034 GA 100180100003822000 20070201 20370101 FIXED 0000 XXXXXXX XXXXXXX 00000 XX 100155900106100000 20070201 20370101 ARMS 3017 WYOMING 55092 MN 100180100003805000 20070201 20370101 ARMS 3018 ORLANDO 32809 FL 100180100003870000 20070201 20370101 ARMS 3019 SLEEPY HOLLOW 60118 IL 100155900106110000 20070201 20370101 FIXED 0000 XXX XXXXX 00000 XX 100180100003855000 20070201 20370101 FIXED 0000 XXXXXXXXXXXX 8094 NJ 100180100003872000 20070201 20370101 FIXED 0000 XXXXX XXXXXXXX 00000 XX 100180100003863000 20070201 20370101 FIXED 0000 XXXXX XXXXXXXX 00000 XX 100180100003863000 20070201 20370101 ARMS 0000 XXXXX XX XXXXX 00000 XX 100302306110054000 20070201 20370101 ARMS 3025 BARTLESVILLE 74006 OK 100180100003812000 20070201 20370101 FIXED 3026 BARTLESVILLE 74006 OK 100180100003829000 20070201 20320101 FIXED 0000 XXXXXX XXXXX 00000 XX 100180100003858000 20070201 20370101 ARMS 0000 XXXX XXXXXX 0000 XX 100180100003806000 20070201 20370101 ARMS 3029 SANTA XXX 92707 CA 100180100003850000 20070201 20370101 FIXED 0000 XXXXXX 30114 GA 100180100003868000 20070201 20370101 FIXED 0000 XXXXXX 30114 GA 100180100003868000 20070201 20370101 FIXED 0000 XXXXXXXXXX 00000 XX 100180100000385000 20070201 20370101 ARMS 0000 XXXXXXXXX 95367 CA 100180100003845000 20070201 20370101 ARMS 0000 XXXXXXXX XXXXXX 00000 XX 100108010000384000 20070201 20370101 ARMS 3035 YONKERS 10705 NY 100180100003869000 20070201 20370101 FIXED 0000 XXXXXXXXXXXX 21136 MD 100180100003877000 20070201 20370101 FIXED 3037 VERO BEACH 32967 FL 100180100003857000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 UT 100180100003808000 20070201 20370101 ARMS 3039 BLOOMINGTON 61701 IL 100180100003859000 20070201 20370101 ARMS 3040 KANSAS CITY 64134 MO 100180100003869000 20070201 20370101 FIXED 3041 KANSAS CITY 64134 MO 100180100003869000 20070201 20370101 FIXED 0000 XXXX XXXXXX 00000 XX 100424606111401000 20070201 20370101 ARMS 3043 COMPTON 90220 CA 100180100003848000 20070201 20370101 ARMS 3044 DOUGLASVILLE 30135 GA 100180100003832000 20070201 20370101 FIXED 3045 HOMESTEAD 33035 FL 100180100003847000 20070201 20370101 FIXED 0000 XXXXX XXX 00000 XX 100516300000101000 20070201 20370101 FIXED 3047 XXXXXX VALLEY 92553 CA 100324038318900000 20070201 20370101 ARMS 3048 FAIRFIELD 94533 CA 100180100003804000 20070201 20370101 ARMS 3049 DOLTON 60419 IL 100022100191766000 20070201 20370101 FIXED 0000 XXXXXXXXX 00000 XX 100180100003857000 20070201 20370101 FIXED 3051 TACOMA 98408 WA 100180100003805000 20070201 20370101 ARMS 3052 XXXXXXXX XXXXXXX 00000 MD 100180100003870000 20070201 20370101 ARMS 3053 ANAHEIM 92804 CA 100180100003837000 20070201 20370101 FIXED 0000 XXXXXXX 33313 FL 100180100003861000 20070201 20370101 FIXED 0000 XXXXXX XXXXXXXXX 00000 XX 100180100003869000 20070201 20220101 FIXED 0000 XXXXXX XXXXXXXXX 00000 XX 100180100003869000 20070201 20370101 ARMS 3057 PLANT CITY 33563 FL 100180100003812000 20070201 20370101 ARMS 3058 BAKERSFIELD 93305 CA 100180100003855000 20070201 20370101 ARMS 3059 SAN XXXX 95131 CA 100180100003852000 20070201 20370101 FIXED 3060 TORRANCE 90505 CA 100180100003843000 20070201 20370101 ARMS 3061 XXXXXXXX 85353 AZ 100180100003859000 20070201 20370101 ARMS 0000 XXXXX XXXXXXX 00000 XX 100180100003871000 20070201 20370101 ARMS 3063 HOMESTEAD 33033 FL 100180100003872000 20070201 20370101 FIXED 0000 XXXXXXX XXXXXXX 00000 XX 100180100003812000 20070201 20370101 ARMS 3065 DIAMOND SPRINGS 95619 CA 100018010000381000 20070201 20220101 FIXED 3066 XXXX 93268 CA 100180100003828000 20070201 20370101 ARMS 3067 FONTANA 92335 CA 100180100003870000 20070201 20370101 ARMS 0000 XXXXXXX 90650 CA 100180100003861000 20070201 20370101 ARMS 3069 LOS ANGELES 90001 CA 100180100003857000 20070201 20370101 ARMS 3070 WARRENTON 20187 VA 100180100003869000 20070201 20370101 ARMS 0000 XXXXXXXXXXX 00000 MN 100180100003723000 20070201 20370101 ARMS 0000 XXXXXXXXX 00000 XX 100180100003813000 20070201 20370101 ARMS 0000 XXXXXXXXXX 00000 DC 100180100003817000 20070201 20370101 ARMS 3074 CORONA 92879 CA 100180100003833000 20070201 20220101 FIXED 0000 XXXXXX 00000 XX 100180100003832000 20070201 20370101 ARMS 3076 JACKSONVILLE 32209 FL 100180100003839000 20070201 20370101 ARMS 3077 AZUSA 91702 CA 100180100003783000 20070201 20370101 ARMS 3078 XXXXXXXXXX 00000 PA 100180100003818000 20070201 20370101 ARMS 3079 DESERT HOT SPRINGS 92240 CA 100180100003836000 20070201 20370101 ARMS 3080 LOS ANGELES 90062 CA 100180100003825000 20070201 20370101 ARMS 3081 KIHEI 96753 HI 100180100003816000 20070201 20370101 ARMS 3082 KIHEI 96753 HI 100180100003816000 20070201 20370101 FIXED 0000 XXXXXXX 00000 AZ 100180100003822000 20070201 20370101 ARMS 3084 LOS ANGELES 90037 CA 0 20070201 20370101 ARMS 3085 XXXXXXXXXXX 00000 XX 100180100003822000 20070201 20370101 ARMS 3086 MOORESVILLE 28115 NC 100180100003822000 20070201 20370101 FIXED 3087 PETERSBURG 23803 VA 100180100003838000 20070201 20370101 FIXED 3088 LOS ANGELES 90011 CA 100180100003801000 20070201 20370101 ARMS 3089 CHICAGO 60639 IL 100180100003793000 20070201 20370101 ARMS 3090 XXXXXXXX XXXXXXX 00000 MD 100180100003832000 20070201 20370101 ARMS 3091 DISTRICT HEIGHTS 20747 MD 100180100003832000 20070201 20370101 FIXED 3092 BRONX 10466 NY 100180100003825000 20070201 20370101 FIXED 0000 XXXXXXXX 00000 XX 100180100003795000 20070201 20370101 FIXED 3094 BRONX 10466 NY 100180100003825000 20070201 20370101 ARMS 3095 PICO XXXXXX 90660 CA 100180100003846000 20070201 20370101 ARMS 0000 XXXXXXXXXX 60440 IL 100180100003837000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003783000 20070201 20370101 ARMS 0000 XXXXXXXX 00000 XX 100180100003783000 20070201 20370101 FIXED 0000 XXXXXXXXXX 00000 CA 100180100003856000 20070201 20370101 ARMS 3100 TAMPA 33625 FL 100180100003860000 20070201 20370101 ARMS 3101 LAUDERHILL 33313 FL 100180100003784000 20070201 20370101 ARMS 3102 HIALEAH 33012 FL 100180100003698000 20070201 20370101 FIXED 0000 XX XXXXXX 00000 XX 0 20070201 20370101 FIXED 3104 LOS ANGELES 90032 CA 0 20070201 20370101 ARMS 3105 LYNWOOD 90262 CA 0 20070201 20370101 ARMS 3106 LA XXXXXX 91746 CA 0 20070201 20370101 ARMS 3107 XXXXXX 90745 CA 0 20070201 20370101 ARMS 0000 XXXXXXXXX XXXXXXX 00000 XX 100180100003836000 20070201 20370101 ARMS 3109 DALLAS 30132 GA 100180100003843000 20070201 20370101 FIXED 0000 XXXXXXXX XXXXXXX 00000 XX 100180100003858000 20070201 20370101 ARMS 3111 XXXXXX VALLEY 92551 CA 100180100003849000 20070201 20370101 ARMS 3112 RIALTO 92377 CA 100180100003822000 20070201 20370101 ARMS 0000 XXXXXXXX 39452 MS 100180100003868000 20070201 20370101 ARMS 3114 POTOMAC 20854 MD 100357060002576000 20060901 20360801 ARMS 3115 RICHMOND 77469 TX 100377650000074000 20061101 20361001 FIXED 0000 XXXXX 00000 FL 100414801000044000 20061201 20361101 ARMS 0000 XXXX XXXXXXXXXX 0000 XX 100053525031818000 20061001 20360901 ARMS 3118 CHICAGO 60641 IL 100053525031843000 20061101 20361001 ARMS 3119 XXXXXXX XXXXX 00000 FL 100053525031851000 20061101 20361001 ARMS 3120 INGLEWOOD 90304 CA 100053525031862000 20061101 20361001 ARMS 0000 XXXXXXXX 00000 XX 100053525031865000 20061101 20361001 ARMS 3122 HIALEAH 33016 FL 100053525031876000 20070101 20361201 ARMS 0000 XXXXX XXXXXXX 00000 XX 100053525031890000 20061201 20361101 ARMS 0000 XXXX XXXXX 00000 XX 100053525031890000 20061201 20361101 ARMS 3125 PALM SPRINGS 92262 CA 100053525031913000 20061201 20361101 ARMS 0000 XXXXXXXXXX 93927 CA 100053525031942000 20061201 20361101 ARMS 3127 OAKLAND 94607 CA 100174500000232000 20070101 20361201 ARMS 3128 OAKLAND 94607 CA 100174500000232000 20070101 20361201 FIXED 0000 XXX XXXXXXXXX XXXX 0000 XX 100028800020062000 20061001 20360901 ARMS 0000 XXXXXXXX XXXXXXXX 00000 XX 100028800020065000 20061001 20360901 ARMS 0000 XXXXXXXXX XXXXXXXX 00000 XX 100028800020115000 20070101 20361201 ARMS 0000 XXXXXXXXXX XXXXXXX 00000 XX 100028800020126000 20070101 20361201 ARMS 0000 XXXXXXXXXX XXXXXXXX 0000 XX 100028800020133000 20070101 20361201 ARMS 3134 XXXXXXXXX 00000 CA 100337506110177000 20070101 20361201 ARMS 3135 PALMDALE 93550 CA 100337506090153000 20061201 20361101 ARMS 3136 WARSAW 65355 MO 100337506110174000 20070101 20361201 ARMS 0000 XXXXX XXXX 00000 XX 100337506110177000 20070101 20361201 ARMS 3138 WAHIAWA 96786 HI 100337506100161000 20061201 20361101 ARMS 3139 EL CAJON 92021 CA 100337506110178000 20070101 20361201 ARMS 3140 PALMDALE 93550 CA 100337506100166000 20061201 20361101 ARMS 3141 WATSONVILLE 95076 CA 100337506100168000 20070101 20361201 ARMS 3142 XXXXXXX HEIGHTS 91748 CA 100337506100165000 20070101 20361201 FIXED 3143 WARSAW 65355 MO 100337506110174000 20070101 20361201 FIXED 3144 PALMDALE 93550 CA 100337506100166000 20061201 20361101 FIXED 0000 XXXXXXXX 00000 XX 100337506110177000 20070101 20361201 ARMS 3146 PHOENIX 85009 AZ 100337506110175000 20070101 20361201 ARMS 3147 LAGUNA NIGUEL 92677 CA 100337506110172000 20070101 20361201 ARMS 3148 SUN CITY 92585 CA 100337506110176000 20070101 20361201 ARMS 3149 LOS ANGELES 90063 CA 100337506110182000 20070101 20361201 ARMS 3150 ONTARIO 91764 CA 100337506110178000 20070101 20361201 ARMS 3151 PHILADELPHIA 19124 PA 100013700039938000 20061201 20361101 ARMS 3152 CHARLOTTE 28227 NC 100013700039989000 20070101 20361201 ARMS 3153 XXXXXXXXXXXXX 00000 XX 100013700039995000 20070101 20361201 ARMS 0000 XXXXXXXXXX 95662 CA 100073020061566000 20070101 20211201 FIXED 0000 XXXXX XXXXXXX 00000 XX 100073020061595000 20070101 20361201 ARMS 3156 MIAMI 33135 FL 100073020061514000 20070101 20361201 FIXED 0000 XXXXXXXX 92345 CA 100073020061657000 20070101 20361201 ARMS 0000 XXXXXXXX 92345 CA 100073020061657000 20070101 20211201 FIXED 0000 XXX XXXXX 00000 XX 100175120063615000 20070101 20361201 ARMS 0000 XXXXX XXXXXX 00000 XX 100175120063768000 20070101 20361201 ARMS 0000 XXXXXXXX 00000 XX 100175120063807000 20070101 20361201 ARMS 0000 XXXXXXXXXX 00000 XX 100175120064158000 20070201 20370101 ARMS 3163 SCOTTSDALE 85257 AZ 100175120064158000 20070201 20220101 FIXED 3164 YUMA 85365 AZ 10017512006431500 20070201 20370101 ARMS 3165 MODESTO 95354 CA 100337506100165000 20061201 20361101 ARMS 0000 XXXXXXXXX 92832 CA 100337506100166000 20061201 20361101 ARMS 0000 XXXXXXXXXX 00000 DC 100061102972981000 20061101 20361001 ARMS 3168 BAYSHORE 11706 NY 100061102973018000 20061201 20361101 ARMS 3169 BAYSHORE 11706 NY 100061102973018000 20061201 20361101 FIXED 0000 XXXXXXXXX 00000 XX 100061102973040000 20070101 20361201 ARMS 3171 BRENTWOOD 11717 NY 100061102973040000 20070101 20361201 FIXED 0000 XXX XXXXXXXX 00000 XX 100061102973048000 20070101 20361201 ARMS 0000 XXXXXX 0000 XX 100061102973361000 20070101 20361201 ARMS 0000 XXXX XXXXX 00000 XX 100061102973367000 20070101 20361201 ARMS 3175 AMITYVILLE 11701 NY 100061102973369000 20070101 20361201 ARMS 3176 AMITYVILLE 11701 NY 100061102973369000 20070101 20361201 FIXED 0000 XXXXX XXXXXXXX 0000 XX 100061102973383000 20070101 20361201 ARMS 0000 XXXXXXXXX 11550 NY 100061102973448000 20070101 20361201 ARMS 3179 NEW YORK 10021 NY 100061102973450000 20070101 20361201 FIXED 0000 XXXXXX 60076 IL 100180100003758000 20070201 20370101 FIXED 3181 LINCOLN 95648 CA 100180100003769000 20070201 20370101 ARMS 3182 LINCOLN 95648 CA 100180100003769000 20070201 20220101 FIXED 0000 XXXXXXXXXX 6605 CT 100180100003784000 20070201 20370101 ARMS 3184 LOS ANGELES 90062 CA 100180100003794000 20070201 20370101 ARMS 3185 PHOENIX 85033 AZ 100180100003799000 20070201 20370101 ARMS 3186 PHOENIX 85033 AZ 100180100003799000 20070201 20220101 FIXED 0000 XXXXXXX XXXXXXX 00000 XX 100180100003800000 20070201 20370101 ARMS 3188 COLTON 92324 CA 100180100003801000 20070201 20370101 FIXED 3189 XXXX 33548 FL 100180100003806000 20070201 20370101 ARMS 3190 STOCKTON 95206 CA 100180100003810000 20070201 20370101 FIXED 0000 XXXXXXXX XXXX 00000 XX 100180100003814000 20070201 20370101 FIXED 3192 WEED 96094 CA 100180100003816000 20070201 20370101 FIXED 3193 CLEARWATER 33756 FL 100180100003818000 20070201 20370101 FIXED BALLOON STATED_ORIGINAL_TERM AMORT_TERM1 CALC_ORIG_TERM STATED_REM_TERM CALC_REM ORIGINAL_BALANCE ------- -------------------- ----------- -------------- --------------- -------- - ---------------- 1 Yes 360 600 600 359 599 621,000.00 2 No 360 360 360 356 356 170,000.00 3 Yes 360 480 480 358 478 350,000.00 4 No 360 360 360 359 359 387,000.00 5 No 360 360 360 358 358 112,000.00 6 Yes 360 480 480 358 478 360,000.00 7 Yes 360 480 480 358 478 283,000.00 8 No 360 360 360 358 358 325,000.00 9 Yes 360 480 481 358 479 351,025.00 10 No 360 360 360 357 357 137,000.00 11 No 360 480 478 358 478 224,000.00 12 No 360 360 360 358 358 227,000.00 13 No 360 360 360 358 358 56,000.00 14 No 360 360 360 358 358 85,000.00 15 No 360 360 360 358 358 290,300.00 16 No 360 360 360 357 357 307,970.00 17 Yes 360 480 480 356 476 319,920.00 18 No 360 360 360 357 357 82,800.00 19 No 360 360 360 357 357 332,000.00 20 No 360 360 360 357 357 256,000.00 21 No 360 360 360 359 359 255,000.00 22 Yes 360 480 480 359 479 204,750.00 23 Yes 360 480 480 359 479 270,000.00 24 No 360 360 360 359 359 573,750.00 25 Yes 360 480 480 359 479 107,100.00 26 Yes 360 480 480 359 479 433,600.00 27 Yes 180 360 360 179 359 108,400.00 28 Yes 360 600 600 359 599 360,000.00 29 Yes 360 480 480 359 479 265,000.00 30 No 360 360 360 359 359 211,850.00 31 No 360 360 360 359 359 315,000.00 32 No 360 360 360 359 359 160,000.00 33 Yes 360 480 480 359 479 176,000.00 34 No 360 360 360 359 359 422,750.00 35 No 360 360 360 359 359 142,425.00 36 Yes 360 480 480 359 479 184,000.00 37 No 360 360 360 359 359 46,000.00 38 Yes 360 480 480 359 479 209,000.00 39 Yes 360 480 480 359 479 282,000.00 40 No 360 360 360 359 359 194,600.00 41 Yes 360 480 480 359 479 262,500.00 42 Yes 360 480 480 359 479 468,000.00 43 Yes 360 480 480 359 479 239,700.00 44 No 360 360 360 359 359 348,500.00 45 Yes 360 480 480 359 479 405,000.00 46 Yes 360 480 480 359 479 522,000.00 47 No 360 360 360 359 359 99,200.00 48 No 360 360 360 359 359 196,850.00 49 Yes 360 480 480 359 479 263,500.00 50 No 360 360 360 359 359 105,000.00 51 No 360 360 360 359 359 189,000.00 52 Yes 360 480 480 359 479 470,250.00 53 Yes 360 480 480 359 479 213,500.00 54 Yes 360 600 600 359 599 236,000.00 55 No 360 360 360 359 359 251,000.00 56 Yes 360 480 480 359 479 109,200.00 57 Yes 360 480 480 359 479 140,400.00 58 No 360 360 360 359 359 224,000.00 59 No 360 360 360 359 359 162,000.00 60 Yes 360 480 480 359 479 290,000.00 61 Yes 360 600 600 359 599 327,469.00 62 No 360 360 360 359 359 87,750.00 63 Yes 360 480 480 359 479 382,500.00 64 Yes 360 480 480 359 479 456,000.00 65 Yes 360 600 600 359 599 390,000.00 66 Yes 360 480 480 359 479 185,000.00 67 No 360 360 360 359 359 130,500.00 68 Yes 360 480 480 359 479 247,500.00 69 No 360 360 360 359 359 245,000.00 70 No 360 360 360 359 359 99,500.00 71 No 360 360 360 359 359 627,000.00 72 Yes 360 480 480 359 479 416,500.00 73 Yes 360 480 480 359 479 632,985.00 74 Yes 360 480 480 359 479 168,300.00 75 No 360 360 360 359 359 196,300.00 76 Yes 360 480 480 359 479 294,500.00 77 Yes 360 480 480 359 479 140,000.00 78 Yes 360 480 480 359 479 555,750.00 79 No 360 360 360 359 359 57,600.00 80 No 360 360 360 359 359 160,550.00 81 No 360 360 360 359 359 143,000.00 82 Yes 360 600 600 359 599 176,700.00 83 Yes 360 480 480 359 479 143,200.00 84 No 360 360 360 359 359 75,000.00 85 No 360 360 360 359 359 82,500.00 86 Yes 360 480 480 359 478 187,150.00 87 Yes 360 480 480 359 479 255,000.00 88 No 360 360 360 359 359 114,400.00 89 No 360 360 360 359 359 113,050.00 90 No 180 180 180 179 179 75,000.00 91 No 360 360 360 359 359 255,000.00 92 No 360 360 360 359 359 180,000.00 93 No 360 360 360 359 359 33,750.00 94 Yes 360 480 480 359 479 180,000.00 95 Yes 360 600 600 359 599 319,500.00 96 Yes 360 480 480 359 479 484,500.00 97 Yes 360 600 600 359 599 318,000.00 98 No 360 360 360 359 359 134,300.00 99 No 360 360 360 359 359 340,000.00 100 No 360 360 360 359 359 116,000.00 101 Yes 360 480 480 359 479 300,200.00 102 No 360 360 360 359 359 191,250.00 103 Yes 360 480 480 359 479 131,750.00 104 Yes 360 600 600 359 599 450,000.00 105 No 360 360 360 359 359 202,500.00 106 No 360 360 360 359 359 64,600.00 107 No 360 360 360 359 359 70,000.00 108 Yes 360 480 480 359 479 108,000.00 109 Yes 360 600 600 359 599 212,250.00 110 Yes 360 480 480 359 479 729,000.00 111 Yes 360 480 480 359 479 171,000.00 112 No 360 360 360 359 359 174,000.00 113 Yes 360 480 480 359 479 365,000.00 114 No 360 360 360 359 359 133,450.00 115 No 360 360 360 359 359 80,000.00 116 Yes 360 600 600 359 599 459,000.00 117 Yes 360 480 480 359 479 340,000.00 118 No 360 360 360 359 359 174,000.00 119 Yes 360 480 480 359 479 199,500.00 120 No 360 360 360 359 359 213,750.00 121 No 300 300 300 299 299 78,000.00 122 No 360 360 360 359 359 161,100.00 123 No 360 360 360 359 359 225,000.00 124 No 360 360 360 359 359 161,600.00 125 Yes 180 360 360 179 359 40,400.00 126 No 360 360 360 359 359 164,000.00 127 No 360 360 360 359 359 295,000.00 128 No 360 360 360 359 359 128,250.00 129 Yes 360 480 480 359 479 230,000.00 130 Yes 360 480 480 359 479 232,500.00 131 Yes 360 480 480 359 479 255,000.00 132 Yes 180 360 360 179 359 143,000.00 133 Yes 360 480 480 359 479 572,000.00 134 Yes 360 600 600 359 599 354,000.00 135 No 360 360 360 359 359 220,500.00 136 No 360 360 360 359 359 175,000.00 137 Yes 360 480 480 359 479 179,000.00 138 No 360 360 360 359 359 73,600.00 139 No 360 360 360 359 359 76,500.00 140 No 360 360 360 359 359 42,750.00 141 No 360 360 360 359 359 50,000.00 142 No 360 360 360 359 359 85,850.00 143 Yes 360 480 480 359 479 255,000.00 144 No 360 360 360 359 359 404,000.00 145 Yes 360 480 480 359 479 355,500.00 146 No 360 360 360 359 359 130,500.00 147 No 360 360 360 359 359 368,000.00 148 No 360 360 360 359 359 229,500.00 149 No 360 360 360 359 359 400,000.00 150 No 360 360 360 359 359 61,750.00 151 No 360 360 360 359 359 109,000.00 152 Yes 360 480 480 359 474 241,500.00 153 No 360 360 360 359 359 734,350.00 154 Yes 360 480 480 359 479 115,900.00 155 No 360 360 360 359 359 160,000.00 156 Yes 360 480 480 359 479 187,000.00 157 No 360 360 360 359 359 204,000.00 158 No 360 360 360 359 359 160,000.00 159 Yes 360 480 480 359 479 323,460.00 160 No 360 360 360 359 359 109,200.00 161 No 360 360 360 359 359 63,000.00 162 No 360 360 360 359 359 252,000.00 163 No 360 360 360 359 359 162,500.00 164 No 360 360 360 359 359 255,000.00 165 Yes 180 360 360 179 359 64,400.00 166 No 360 360 360 359 359 209,950.00 167 No 360 360 360 359 359 306,000.00 168 No 360 360 360 359 359 92,800.00 169 Yes 360 480 480 359 479 404,000.00 170 No 360 360 360 359 359 101,000.00 171 Yes 360 600 600 359 599 252,000.00 172 No 360 360 360 359 359 239,576.00 173 No 360 360 360 359 359 59,894.00 174 No 360 360 360 359 359 258,600.00 175 Yes 360 600 600 359 599 512,000.00 176 No 360 360 360 359 359 138,600.00 177 No 360 480 479 359 479 510,000.00 178 Yes 360 480 480 359 479 114,500.00 179 Yes 360 480 480 359 479 175,000.00 180 Yes 360 600 600 359 599 210,000.00 181 No 360 360 360 359 359 80,000.00 182 Yes 360 480 480 359 472 53,100.00 183 No 180 180 180 179 179 58,000.00 184 Yes 360 600 600 359 599 485,000.00 185 No 360 360 360 359 359 76,500.00 186 No 360 360 360 359 359 67,500.00 187 No 360 360 360 359 359 586,000.00 188 Yes 360 480 480 359 479 288,500.00 189 Yes 360 480 480 359 479 172,550.00 190 No 180 180 180 179 179 340,000.00 191 No 360 360 360 359 359 161,600.00 192 No 360 360 360 359 359 573,750.00 193 Yes 360 480 480 359 479 112,500.00 194 No 360 360 360 359 359 306,000.00 195 No 360 360 360 359 359 318,000.00 196 Yes 180 360 360 179 359 79,500.00 197 No 360 360 360 359 359 280,000.00 198 No 360 360 360 359 359 325,800.00 199 Yes 360 480 480 359 479 145,000.00 200 No 360 360 360 359 359 150,000.00 201 No 360 360 360 359 355 134,925.00 202 Yes 360 480 480 359 479 74,700.00 203 No 360 360 360 359 359 158,000.00 204 Yes 360 480 480 359 479 241,600.00 205 No 360 360 360 359 359 257,600.00 206 No 360 360 360 359 359 145,000.00 207 No 360 360 360 359 359 279,000.00 208 Yes 360 480 480 359 479 161,000.00 209 Yes 360 480 480 359 479 170,000.00 210 Yes 360 480 480 359 479 60,000.00 211 No 360 360 360 359 359 225,000.00 212 No 360 360 360 359 359 105,000.00 213 No 360 360 360 359 359 185,000.00 214 No 360 360 360 359 359 108,000.00 215 No 360 360 360 359 359 131,920.00 216 No 360 360 360 359 359 32,980.00 217 Yes 360 600 600 359 599 180,000.00 218 Yes 360 600 600 359 599 327,000.00 219 No 360 360 360 359 359 135,000.00 220 Yes 180 360 360 179 359 78,000.00 221 No 360 360 360 359 359 192,000.00 222 No 360 360 360 359 359 146,250.00 223 No 360 360 360 359 359 243,750.00 224 No 360 360 360 359 359 110,000.00 225 No 360 360 360 359 359 55,998.00 226 No 360 360 360 359 359 223,992.00 227 No 360 360 360 359 359 187,000.00 228 No 360 360 360 359 359 263,500.00 229 Yes 360 480 480 359 479 315,000.00 230 No 360 360 360 359 359 590,000.00 231 No 360 360 360 359 359 50,600.00 232 No 360 360 360 359 359 202,400.00 233 Yes 360 600 600 359 599 106,000.00 234 No 360 360 360 359 359 124,000.00 235 Yes 360 480 480 359 479 642,500.00 236 Yes 360 480 480 359 479 448,000.00 237 No 360 360 360 359 359 304,000.00 238 Yes 360 480 480 359 479 297,500.00 239 Yes 360 480 480 359 479 205,000.00 240 Yes 180 360 360 179 359 67,000.00 241 No 360 360 360 359 359 268,000.00 242 No 360 360 360 359 359 65,875.00 243 Yes 360 600 600 359 599 172,800.00 244 Yes 360 480 480 359 478 112,000.00 245 No 360 360 360 359 359 182,400.00 246 No 360 360 360 359 359 188,800.00 247 No 360 360 360 359 359 65,000.00 248 No 360 360 360 359 359 100,000.00 249 No 360 360 360 359 359 548,304.00 250 Yes 360 480 480 359 479 196,000.00 251 Yes 360 480 480 359 479 252,000.00 252 Yes 180 360 360 179 359 63,000.00 253 No 360 360 360 359 359 140,000.00 254 Yes 180 360 360 179 359 99,000.00 255 Yes 360 480 480 359 479 396,000.00 256 Yes 360 600 600 359 599 265,000.00 257 No 360 360 360 359 359 285,000.00 258 Yes 360 480 480 359 479 440,000.00 259 No 360 360 360 359 359 100,000.00 260 No 360 360 360 359 359 125,000.00 261 No 180 180 180 179 179 108,000.00 262 Yes 360 480 480 359 479 244,800.00 263 No 360 360 360 359 359 174,000.00 264 No 360 360 360 359 359 215,000.00 265 No 360 360 360 359 359 446,500.00 266 Yes 360 600 600 359 599 617,000.00 267 No 360 360 360 359 359 226,000.00 268 No 240 240 240 239 239 108,000.00 269 No 360 360 360 359 359 432,000.00 270 No 360 360 360 359 359 71,000.00 271 No 360 360 360 359 359 284,000.00 272 Yes 360 600 600 359 599 228,000.00 273 No 360 360 360 359 359 75,000.00 274 Yes 180 360 360 179 359 95,000.00 275 No 360 360 360 359 359 380,000.00 276 Yes 360 600 600 359 599 275,000.00 277 Yes 360 480 480 359 479 195,500.00 278 No 360 360 360 359 359 69,700.00 279 No 360 360 360 359 359 288,000.00 280 No 360 360 360 359 359 189,244.00 281 Yes 360 600 600 359 599 213,875.00 282 No 360 360 360 359 359 296,000.00 283 Yes 360 600 600 359 599 152,550.00 284 No 360 360 360 359 359 320,000.00 285 Yes 360 600 600 359 599 265,000.00 286 No 360 360 360 359 359 147,000.00 287 No 360 360 360 359 359 191,280.00 288 No 360 360 360 359 359 160,000.00 289 No 360 360 360 359 359 40,000.00 290 No 360 360 360 359 359 154,800.00 291 No 360 360 360 359 359 251,000.00 292 No 360 360 360 359 359 133,000.00 293 Yes 360 480 480 359 479 262,500.00 294 Yes 360 480 480 359 479 121,500.00 295 No 360 360 360 359 359 348,000.00 296 No 360 360 360 359 359 87,000.00 297 Yes 360 600 600 359 599 378,000.00 298 No 360 360 360 359 359 205,000.00 299 Yes 360 600 600 359 599 198,750.00 300 No 360 360 360 359 359 50,400.00 301 No 360 360 360 359 359 371,700.00 302 Yes 360 600 600 359 599 356,400.00 303 No 360 360 360 359 359 360,000.00 304 Yes 360 600 600 359 599 269,500.00 305 No 360 360 360 359 359 139,650.00 306 No 360 360 360 359 359 422,400.00 307 No 360 360 360 359 359 52,000.00 308 Yes 360 480 480 359 479 142,800.00 309 Yes 360 480 480 359 479 119,000.00 310 Yes 360 480 480 359 479 248,400.00 311 No 360 360 360 359 359 188,700.00 312 Yes 360 480 480 359 479 445,600.00 313 No 360 480 479 359 479 468,000.00 314 No 360 360 360 359 359 202,000.00 315 No 360 360 360 359 359 108,000.00 316 No 360 360 360 359 359 106,000.00 317 No 360 360 360 359 359 348,200.00 318 No 360 360 360 359 359 200,000.00 319 No 360 360 360 359 359 136,500.00 320 No 360 360 360 359 359 174,000.00 321 Yes 180 360 360 179 359 43,500.00 322 No 360 360 360 359 359 63,200.00 323 No 360 360 360 359 359 187,200.00 324 Yes 360 480 480 359 479 151,500.00 325 No 360 360 360 359 359 128,250.00 326 No 360 360 360 359 359 160,000.00 327 No 360 360 360 359 359 548,000.00 328 No 360 360 360 359 359 115,000.00 329 Yes 360 480 480 359 479 426,000.00 330 No 360 360 360 359 359 277,200.00 331 No 360 360 360 359 359 459,000.00 332 No 360 360 360 359 359 105,000.00 333 No 360 360 360 359 359 478,000.00 334 No 360 360 360 359 359 160,200.00 335 No 360 360 360 359 359 145,350.00 336 No 360 360 360 359 359 159,300.00 337 No 360 360 360 359 359 80,000.00 338 No 360 360 360 359 359 320,000.00 339 Yes 360 600 600 359 599 161,000.00 340 Yes 360 600 600 359 599 60,000.00 341 Yes 360 480 480 359 479 157,700.00 342 No 360 360 360 359 359 101,700.00 343 No 360 360 360 359 359 225,000.00 344 No 360 360 360 359 328 58,500.00 345 No 360 480 479 359 479 484,500.00 346 No 360 360 360 359 359 150,400.00 347 No 360 360 360 359 359 100,000.00 348 Yes 360 480 480 359 476 175,408.00 349 No 360 360 360 359 352 43,852.00 350 No 360 360 360 359 359 166,500.00 351 No 360 360 360 359 359 72,500.00 352 No 360 360 360 359 359 99,600.00 353 Yes 360 480 480 359 479 476,000.00 354 No 360 360 360 359 359 73,500.00 355 No 360 360 360 359 359 174,000.00 356 Yes 360 480 480 359 479 81,000.00 357 No 180 180 180 179 179 51,840.00 358 Yes 360 480 480 359 479 90,000.00 359 Yes 360 480 480 359 479 165,000.00 360 Yes 360 480 480 359 479 285,000.00 361 No 360 360 360 359 359 126,000.00 362 No 360 360 360 359 359 191,000.00 363 No 360 360 360 359 359 100,000.00 364 No 360 360 360 359 359 220,000.00 365 No 360 360 360 359 359 504,000.00 366 Yes 180 360 360 179 359 126,000.00 367 Yes 360 480 480 359 479 200,000.00 368 Yes 360 480 480 359 479 164,000.00 369 No 360 360 360 359 359 580,000.00 370 Yes 180 360 360 179 359 145,000.00 371 No 360 360 360 359 359 189,000.00 372 No 360 360 360 359 359 124,800.00 373 Yes 360 480 480 359 479 499,200.00 374 No 360 360 360 359 359 409,700.00 375 Yes 360 480 480 359 479 531,000.00 376 No 360 360 360 359 359 366,000.00 377 Yes 360 480 480 359 479 531,250.00 378 No 360 360 360 359 359 166,250.00 379 Yes 360 480 480 359 479 357,000.00 380 No 360 360 360 359 359 139,050.00 381 Yes 180 360 360 179 359 40,000.00 382 Yes 360 480 480 359 479 160,000.00 383 Yes 360 480 480 359 479 125,700.00 384 Yes 360 480 480 359 479 301,500.00 385 No 360 360 360 359 359 76,000.00 386 No 360 360 360 359 359 208,250.00 387 Yes 360 480 480 359 479 371,000.00 388 No 360 360 360 359 359 463,500.00 389 No 360 360 360 359 359 311,880.00 390 Yes 360 600 600 359 599 393,750.00 391 No 360 360 360 359 359 225,000.00 392 No 360 360 360 359 359 236,700.00 393 Yes 360 480 480 359 479 124,000.00 394 Yes 360 480 480 359 444 144,700.00 395 No 240 240 240 239 239 138,000.00 396 No 360 360 360 359 359 140,000.00 397 Yes 360 480 480 359 479 312,000.00 398 No 360 360 360 359 359 78,000.00 399 Yes 360 480 480 359 479 163,500.00 400 No 360 360 360 359 359 250,000.00 401 No 360 360 360 359 359 285,000.00 402 No 360 360 360 359 359 208,250.00 403 No 360 360 360 359 359 282,000.00 404 No 360 360 360 359 359 374,000.00 405 Yes 360 480 480 359 479 144,400.00 406 No 360 360 360 359 359 34,794.00 407 No 360 360 360 359 359 139,173.00 408 No 360 360 360 359 359 65,500.00 409 Yes 360 480 480 359 479 198,000.00 410 No 360 360 360 359 359 108,750.00 411 Yes 360 480 480 359 479 130,000.00 412 Yes 360 480 480 359 479 342,000.00 413 No 360 360 360 359 359 150,000.00 414 No 360 360 360 359 359 100,000.00 415 No 360 360 360 359 359 88,200.00 416 No 360 360 360 359 359 352,000.00 417 No 360 360 360 359 359 336,000.00 418 Yes 180 360 360 179 359 84,000.00 419 Yes 360 480 480 359 479 306,500.00 420 Yes 180 360 360 179 359 151,580.00 421 No 240 240 240 239 237 55,000.00 422 Yes 360 480 480 359 479 188,000.00 423 No 360 360 360 359 359 227,000.00 424 Yes 360 480 480 359 479 100,000.00 425 Yes 360 480 480 359 479 150,450.00 426 Yes 360 480 480 359 479 180,000.00 427 No 360 360 360 359 359 292,500.00 428 No 360 360 360 359 359 292,500.00 429 Yes 360 480 480 359 479 181,925.00 430 Yes 360 480 480 359 479 125,000.00 431 No 360 360 360 359 359 75,650.00 432 No 360 360 360 359 359 75,000.00 433 No 360 360 360 359 359 25,000.00 434 No 360 360 360 359 359 69,600.00 435 No 360 360 360 359 359 380,000.00 436 No 360 360 360 359 359 175,000.00 437 No 360 360 360 359 359 88,000.00 438 Yes 360 480 480 359 479 202,800.00 439 Yes 180 360 360 179 359 50,700.00 440 No 360 360 360 359 359 176,700.00 441 Yes 360 480 480 359 479 285,000.00 442 No 360 360 360 359 359 105,600.00 443 No 360 480 479 359 479 480,000.00 444 No 360 360 360 359 359 91,800.00 445 Yes 360 480 480 359 479 180,400.00 446 No 360 360 360 359 359 369,750.00 447 Yes 360 480 480 359 479 212,500.00 448 No 360 360 360 359 359 250,000.00 449 No 360 360 360 359 359 198,000.00 450 No 360 360 360 359 359 115,200.00 451 Yes 360 480 480 359 479 108,000.00 452 No 360 360 360 359 359 136,800.00 453 No 360 360 360 359 359 425,000.00 454 No 360 360 360 359 359 273,000.00 455 No 360 360 360 359 359 319,500.00 456 No 360 360 360 359 359 272,000.00 457 No 360 360 360 359 359 26,700.00 458 Yes 360 480 480 359 479 106,800.00 459 No 360 360 360 359 359 607,750.00 460 No 360 360 360 359 359 165,150.00 461 No 240 240 240 239 239 127,300.00 462 No 360 360 360 359 359 118,400.00 463 No 360 360 360 359 359 190,000.00 464 No 360 360 360 359 359 80,750.00 465 No 360 360 360 359 359 182,000.00 466 Yes 360 600 600 359 599 155,200.00 467 No 360 360 360 359 359 127,800.00 468 No 360 360 360 359 359 511,200.00 469 Yes 360 480 480 359 479 369,000.00 470 No 360 360 360 359 359 160,000.00 471 No 360 360 360 359 359 199,000.00 472 Yes 360 480 480 359 479 666,000.00 473 Yes 360 480 480 359 479 399,500.00 474 Yes 360 480 480 359 479 510,000.00 475 No 360 360 360 359 359 267,000.00 476 No 360 360 360 359 359 364,000.00 477 No 360 360 360 359 359 91,000.00 478 Yes 360 480 480 359 479 275,000.00 479 No 360 360 360 359 359 202,500.00 480 No 360 360 360 359 359 209,000.00 481 Yes 360 480 480 359 479 161,500.00 482 Yes 360 480 480 359 479 166,000.00 483 No 360 360 360 359 359 612,000.00 484 No 360 360 360 359 359 153,000.00 485 Yes 360 480 480 359 479 495,000.00 486 No 360 360 360 359 359 265,600.00 487 No 360 360 361 359 360 66,400.00 488 Yes 360 480 480 359 479 384,000.00 489 No 360 360 360 359 359 310,000.00 490 No 360 360 360 359 359 548,800.00 491 Yes 180 360 360 179 359 137,200.00 492 No 360 360 360 359 359 130,975.00 493 Yes 360 480 480 359 479 195,000.00 494 No 360 360 360 359 359 174,000.00 495 No 360 360 360 359 359 62,000.00 496 No 360 360 360 359 359 610,000.00 497 No 120 120 120 119 119 100,000.00 498 No 360 360 360 359 359 149,600.00 499 No 360 360 360 359 359 431,800.00 500 No 360 360 360 359 359 176,000.00 501 Yes 360 480 480 359 479 100,000.00 502 No 360 360 360 359 359 210,000.00 503 Yes 360 480 480 359 479 292,500.00 504 Yes 360 480 480 359 479 228,000.00 505 Yes 180 360 360 179 359 57,000.00 506 No 360 360 360 359 359 132,000.00 507 Yes 360 480 480 359 479 362,500.00 508 No 360 360 360 359 359 62,000.00 509 No 360 360 360 359 359 500,000.00 510 No 360 360 360 359 359 205,700.00 511 No 360 360 360 359 359 95,000.00 512 Yes 360 480 480 359 479 147,150.00 513 No 360 360 360 359 359 250,000.00 514 Yes 360 480 480 359 479 212,000.00 515 No 360 360 360 359 359 217,500.00 516 Yes 360 480 480 359 479 292,500.00 517 No 360 360 360 359 359 192,000.00 518 Yes 360 480 480 359 479 268,000.00 519 No 360 360 360 359 359 67,000.00 520 Yes 360 480 480 359 479 228,000.00 521 No 360 360 360 359 359 293,250.00 522 No 360 360 360 359 359 254,250.00 523 No 360 360 360 359 359 240,000.00 524 Yes 360 480 480 359 479 232,500.00 525 Yes 360 480 480 359 479 260,000.00 526 No 360 360 360 359 359 142,200.00 527 Yes 360 600 600 359 599 460,000.00 528 Yes 360 480 480 359 479 558,000.00 529 No 360 360 360 359 359 549,000.00 530 No 360 360 360 359 359 206,250.00 531 No 360 360 360 359 359 260,000.00 532 Yes 360 480 480 359 479 247,600.00 533 Yes 360 480 480 359 479 232,000.00 534 Yes 360 600 600 359 599 180,500.00 535 Yes 360 600 600 359 599 228,000.00 536 No 360 360 360 359 359 356,000.00 537 No 360 360 360 359 359 70,500.00 538 No 360 360 360 359 359 552,500.00 539 No 360 360 360 359 359 57,600.00 540 No 360 360 360 359 359 364,000.00 541 No 360 360 360 359 359 230,000.00 542 Yes 360 480 480 359 479 379,000.00 543 Yes 360 480 480 359 479 225,600.00 544 No 360 360 360 359 359 70,000.00 545 Yes 360 480 480 359 479 432,000.00 546 Yes 360 480 480 359 479 187,200.00 547 No 360 360 360 359 359 192,000.00 548 No 360 360 360 359 359 48,000.00 549 No 360 360 360 359 359 260,000.00 550 No 360 360 360 359 359 65,000.00 551 No 360 360 360 359 359 231,000.00 552 No 360 360 360 359 359 72,000.00 553 No 360 360 360 359 359 160,000.00 554 Yes 360 480 480 359 479 50,000.00 555 Yes 360 480 480 359 479 187,000.00 556 Yes 360 600 600 359 599 420,000.00 557 Yes 360 480 480 359 479 284,000.00 558 Yes 360 480 480 359 479 256,000.00 559 No 360 360 360 359 359 217,750.00 560 No 360 360 360 359 359 162,400.00 561 No 360 360 360 359 359 173,700.00 562 Yes 360 480 480 359 479 198,750.00 563 No 360 360 360 359 359 65,215.00 564 No 360 360 360 359 359 57,800.00 565 No 360 360 360 359 359 57,500.00 566 No 360 360 360 359 359 228,000.00 567 No 360 360 360 359 359 567,000.00 568 No 360 360 360 359 359 324,000.00 569 Yes 360 480 480 359 479 163,000.00 570 No 360 360 360 359 359 168,000.00 571 Yes 180 360 360 179 359 28,300.00 572 No 360 360 360 359 359 254,700.00 573 No 360 360 360 359 359 476,250.00 574 No 360 360 360 359 359 305,000.00 575 No 360 360 360 359 359 540,000.00 576 No 360 360 360 359 359 175,000.00 577 No 360 360 360 359 359 230,000.00 578 No 360 360 360 359 359 379,643.00 579 Yes 360 480 481 356 477 292,000.00 580 Yes 360 480 480 354 474 236,000.00 581 No 360 360 360 356 356 304,000.00 582 Yes 360 480 480 356 476 158,100.00 583 No 360 360 360 357 357 203,000.00 584 No 360 360 360 356 356 467,500.00 585 Yes 360 480 480 357 477 215,200.00 586 No 360 360 360 356 356 236,000.00 587 No 360 360 360 359 359 258,400.00 588 No 360 360 360 357 357 550,000.00 589 No 360 360 360 355 355 152,500.00 590 No 360 360 360 356 356 84,000.00 591 No 360 360 360 356 356 21,000.00 592 No 360 360 360 358 358 180,200.00 593 No 360 360 360 358 358 45,050.00 594 No 360 360 361 358 359 94,000.00 595 Yes 360 480 480 358 477 360,000.00 596 No 360 360 361 358 358 90,000.00 597 No 360 360 360 358 358 83,600.00 598 No 360 360 360 358 358 180,504.00 599 No 360 360 360 358 358 112,500.00 600 Yes 360 480 480 358 478 279,000.00 601 Yes 360 600 600 358 598 516,000.00 602 No 360 360 360 358 358 129,000.00 603 No 360 360 360 358 358 232,500.00 604 Yes 360 600 601 358 599 289,000.00 605 No 360 360 360 358 358 270,000.00 606 No 360 360 360 358 358 249,500.00 607 Yes 360 480 481 359 480 112,200.00 608 No 360 360 360 358 358 522,500.00 609 No 360 360 360 357 357 170,000.00 610 No 360 480 477 357 477 128,250.00 611 No 360 480 478 358 478 300,000.00 612 No 360 360 360 357 357 210,000.00 613 No 360 360 360 357 357 412,000.00 614 No 360 480 477 357 477 228,750.00 615 No 360 480 477 357 477 684,250.00 616 No 360 360 360 358 358 148,750.00 617 No 360 360 360 357 357 264,000.00 618 No 360 480 477 357 477 321,000.00 619 No 360 480 477 357 477 306,000.00 620 No 360 480 478 358 478 400,500.00 621 No 360 480 478 358 478 152,000.00 622 No 360 480 477 357 477 270,750.00 623 No 360 480 477 357 477 261,000.00 624 No 360 480 471 357 471 199,800.00 625 No 360 360 360 358 358 187,000.00 626 No 360 360 360 358 358 306,000.00 627 Yes 360 480 480 358 478 504,000.00 628 Yes 360 480 480 359 479 232,000.00 629 No 360 360 360 358 358 608,000.00 630 Yes 180 360 360 178 358 152,000.00 631 Yes 180 360 360 175 355 113,850.00 632 Yes 360 480 480 358 478 742,500.00 633 No 360 360 360 358 358 340,000.00 634 Yes 180 360 360 178 358 85,000.00 635 No 360 360 360 359 359 308,000.00 636 Yes 180 360 361 179 360 77,000.00 637 Yes 180 360 360 178 358 100,000.00 638 Yes 360 480 481 359 480 212,500.00 639 Yes 360 480 480 358 478 170,400.00 640 No 360 360 360 359 359 530,400.00 641 Yes 180 360 360 179 359 132,600.00 642 No 360 360 360 358 358 112,000.00 643 No 360 360 360 358 358 127,500.00 644 No 360 360 360 358 358 209,000.00 645 No 360 360 360 358 358 66,000.00 646 No 360 360 360 358 358 424,000.00 647 Yes 360 480 480 358 478 120,000.00 648 Yes 180 360 360 178 358 28,000.00 649 No 360 360 360 359 359 188,800.00 650 Yes 180 360 360 179 359 47,200.00 651 No 360 360 360 358 358 198,000.00 652 No 360 360 360 358 358 49,500.00 653 No 360 360 360 358 358 189,600.00 654 No 360 360 360 358 358 198,000.00 655 No 180 180 180 178 178 47,400.00 656 No 360 360 360 356 356 35,000.00 657 No 360 360 360 358 358 90,000.00 658 No 360 360 360 358 358 199,750.00 659 No 360 360 360 358 358 291,500.00 660 No 360 360 360 358 358 328,000.00 661 No 360 360 360 358 358 337,250.00 662 No 360 360 360 358 358 280,500.00 663 No 360 360 360 358 358 178,500.00 664 No 360 360 360 358 358 306,000.00 665 No 360 360 360 358 358 147,200.00 666 No 360 360 360 358 358 252,000.00 667 Yes 180 360 360 176 353 42,600.00 668 Yes 360 480 480 359 479 562,500.00 669 No 360 360 360 359 359 180,000.00 670 No 360 360 360 359 359 585,000.00 671 No 360 360 360 359 359 68,000.00 672 No 360 360 360 359 359 120,000.00 673 Yes 360 480 480 359 479 440,000.00 674 No 360 360 360 359 359 110,000.00 675 No 360 360 360 359 359 376,550.00 676 Yes 360 480 480 359 479 175,000.00 677 No 360 360 360 359 359 195,500.00 678 No 360 360 360 359 359 280,000.00 679 No 240 240 240 239 239 70,000.00 680 No 360 360 360 359 359 56,050.00 681 Yes 360 480 480 359 479 211,000.00 682 Yes 180 360 360 179 354 61,900.00 683 No 360 360 360 359 359 248,000.00 684 Yes 180 360 360 179 359 62,000.00 685 Yes 360 600 600 359 599 202,900.00 686 Yes 360 480 480 359 479 140,250.00 687 No 360 360 360 359 359 150,000.00 688 No 360 360 360 359 359 109,600.00 689 Yes 360 480 480 359 479 192,500.00 690 No 360 360 360 359 359 297,000.00 691 No 360 360 360 359 359 576,000.00 692 Yes 360 600 600 359 599 446,500.00 693 No 180 180 180 179 179 440,000.00 694 No 360 360 360 359 359 279,000.00 695 No 360 360 360 359 359 352,000.00 696 Yes 360 480 480 359 479 409,500.00 697 No 360 360 360 359 359 348,750.00 698 No 360 360 360 359 359 105,600.00 699 No 360 360 360 359 359 209,500.00 700 No 360 360 360 359 359 152,800.00 701 No 360 360 360 356 356 76,500.00 702 No 360 360 360 355 355 80,000.00 703 No 360 360 360 356 356 108,000.00 704 No 360 360 360 356 356 27,000.00 705 No 360 360 360 355 355 76,000.00 706 No 360 360 360 358 358 220,000.00 707 Yes 360 480 481 358 479 100,000.00 708 No 360 360 360 358 358 264,000.00 709 No 360 480 477 357 477 336,000.00 710 No 360 480 478 358 478 292,500.00 711 Yes 180 360 360 177 357 54,060.00 712 No 360 360 360 359 359 76,500.00 713 No 360 360 360 359 359 115,200.00 714 No 360 360 360 359 359 342,000.00 715 Yes 360 480 480 358 476 420,000.00 716 Yes 180 360 360 177 357 17,380.00 717 No 360 360 360 359 359 63,800.00 718 Yes 360 480 480 358 478 255,000.00 719 Yes 360 480 480 358 478 158,800.00 720 Yes 360 480 480 358 478 166,500.00 721 Yes 360 480 480 358 478 162,000.00 722 No 360 360 360 358 358 374,112.00 723 No 360 480 477 357 477 204,000.00 724 No 360 480 477 357 477 546,250.00 725 No 360 480 477 357 477 532,000.00 726 No 360 360 360 357 357 210,000.00 727 No 360 360 360 358 358 100,000.00 728 No 360 360 360 358 358 471,250.00 729 No 360 360 360 357 357 749,500.00 730 No 360 360 360 357 357 448,000.00 731 No 360 360 360 357 357 112,000.00 732 No 360 360 360 357 357 296,800.00 733 No 360 360 360 357 357 600,000.00 734 No 360 360 360 358 358 78,000.00 735 Yes 360 600 600 358 598 312,000.00 736 Yes 360 480 480 358 478 268,000.00 737 Yes 180 360 361 178 359 67,000.00 738 Yes 360 480 481 357 478 160,720.00 739 No 360 360 361 357 358 40,180.00 740 Yes 360 600 600 358 598 376,000.00 741 Yes 360 480 481 357 478 216,240.00 742 No 360 360 360 357 357 75,000.00 743 Yes 360 600 600 358 598 700,000.00 744 No 360 360 360 359 346 147,600.00 745 No 360 360 360 359 359 116,800.00 746 No 360 360 360 359 359 149,000.00 747 No 360 360 360 359 359 314,500.00 748 No 360 360 360 358 358 496,000.00 749 Yes 360 480 480 359 479 51,100.00 750 No 360 360 360 359 359 58,980.00 751 No 360 360 360 359 359 336,000.00 752 No 360 360 360 359 359 629,000.00 753 No 360 360 360 359 359 278,350.00 754 No 360 360 360 359 359 309,400.00 755 No 360 360 360 359 359 172,000.00 756 Yes 360 480 480 359 479 60,000.00 757 No 360 360 360 359 359 71,000.00 758 Yes 360 480 480 359 479 165,000.00 759 Yes 360 480 480 359 479 385,000.00 760 Yes 360 480 480 359 479 324,522.00 761 No 360 360 360 359 359 81,130.00 762 Yes 360 480 480 359 479 427,500.00 763 No 360 360 360 359 359 63,500.00 764 Yes 360 480 480 359 479 156,000.00 765 No 360 360 360 359 359 220,000.00 766 No 360 360 360 359 359 104,000.00 767 Yes 360 480 480 358 478 272,000.00 768 No 360 360 361 358 359 68,000.00 769 No 360 360 360 358 358 280,000.00 770 Yes 360 480 480 358 478 368,000.00 771 Yes 360 600 600 359 599 540,000.00 772 Yes 360 480 480 358 478 520,000.00 773 Yes 360 600 601 358 599 512,000.00 774 No 360 360 361 358 358 128,000.00 775 No 360 360 360 359 359 200,000.00 776 Yes 360 480 480 359 479 214,500.00 777 No 360 360 360 359 359 275,000.00 778 Yes 360 480 480 359 479 284,000.00 779 Yes 360 480 480 358 478 332,400.00 780 Yes 180 360 360 178 358 83,100.00 781 No 360 360 360 358 358 481,500.00 782 Yes 360 480 481 358 479 270,000.00 783 Yes 360 480 480 358 478 297,500.00 784 Yes 360 600 600 357 597 344,000.00 785 No 360 360 360 359 359 230,000.00 786 No 360 360 360 355 355 200,000.00 787 Yes 180 360 360 176 356 95,400.00 788 Yes 360 480 480 358 478 583,999.00 789 Yes 180 360 360 178 358 146,000.00 790 Yes 360 480 480 358 478 171,000.00 791 No 360 360 360 358 358 508,000.00 792 Yes 180 360 360 178 358 127,000.00 793 No 360 360 360 355 355 180,800.00 794 No 360 360 360 358 358 131,750.00 795 No 360 360 360 358 358 308,000.00 796 No 360 360 360 358 358 144,750.00 797 No 360 360 360 358 358 133,500.00 798 No 360 360 360 358 358 172,000.00 799 No 360 360 360 358 358 112,500.00 800 No 360 360 360 358 358 180,000.00 801 Yes 180 360 361 176 357 19,500.00 802 No 360 360 360 355 355 45,200.00 803 No 360 480 477 357 477 148,750.00 804 No 360 360 360 357 357 201,000.00 805 No 360 360 360 357 357 172,000.00 806 No 360 360 360 357 357 148,000.00 807 No 360 480 478 358 478 229,900.00 808 No 360 360 360 358 358 790,500.00 809 No 360 360 361 357 358 43,000.00 810 No 360 480 478 358 478 377,400.00 811 No 360 360 360 357 357 37,000.00 812 No 360 480 479 358 479 289,250.00 813 No 360 480 479 358 479 189,000.00 814 No 360 480 478 358 478 229,500.00 815 No 360 360 360 358 358 97,500.00 816 No 360 360 360 358 358 100,000.00 817 No 360 480 478 358 478 1,200,000.00 818 No 360 360 360 358 358 391,600.00 819 No 360 360 361 358 359 97,900.00 820 No 360 360 360 358 358 463,250.00 821 No 360 360 360 358 358 243,750.00 822 No 360 360 360 358 358 66,000.00 823 No 360 360 360 358 358 200,000.00 824 No 360 360 361 358 359 50,000.00 825 No 360 360 360 358 358 640,000.00 826 No 360 360 361 358 359 49,600.00 827 Yes 360 600 600 358 598 327,200.00 828 No 360 360 361 358 359 81,800.00 829 Yes 360 480 480 358 478 382,500.00 830 No 360 360 360 358 358 396,800.00 831 No 360 360 360 358 358 340,000.00 832 No 360 360 360 358 358 85,000.00 833 Yes 360 600 600 358 598 359,200.00 834 No 360 360 360 358 358 89,800.00 835 Yes 360 480 481 358 479 202,320.00 836 No 360 360 360 358 358 202,340.00 837 No 360 360 360 358 358 228,000.00 838 No 360 360 360 358 358 57,000.00 839 No 360 360 360 358 358 208,000.00 840 No 360 360 360 358 358 52,000.00 841 No 360 360 360 358 358 260,000.00 842 No 360 360 361 358 359 65,000.00 843 No 360 360 360 358 358 244,800.00 844 No 360 360 360 358 358 61,200.00 845 No 360 360 360 358 358 344,000.00 846 No 360 360 360 358 358 86,000.00 847 No 360 360 360 356 356 172,550.00 848 No 360 360 360 355 355 110,000.00 849 Yes 360 480 480 357 477 137,250.00 850 No 360 360 360 358 358 285,000.00 851 No 360 360 360 357 357 378,000.00 852 No 360 360 360 357 357 387,000.00 853 No 360 360 360 357 357 180,000.00 854 Yes 360 480 480 357 477 215,900.00 855 Yes 360 480 481 356 477 162,500.00 856 Yes 360 480 480 356 476 462,150.00 857 No 360 360 360 357 357 500,000.00 858 Yes 360 480 480 356 476 255,000.00 859 Yes 360 480 480 357 477 336,000.00 860 No 360 360 360 358 358 338,400.00 861 Yes 360 480 480 357 477 253,800.00 862 Yes 360 480 480 357 477 450,000.00 863 No 360 360 360 357 357 490,000.00 864 No 360 360 360 358 358 43,980.00 865 Yes 360 480 480 357 477 188,000.00 866 No 360 360 361 358 359 99,200.00 867 Yes 360 480 480 357 477 387,000.00 868 Yes 360 480 481 358 479 280,168.00 869 Yes 360 480 480 357 477 360,000.00 870 Yes 360 480 481 358 479 299,000.00 871 Yes 360 480 480 357 477 245,600.00 872 No 360 360 360 357 357 61,400.00 873 Yes 360 480 481 358 479 75,600.00 874 No 360 360 360 358 358 261,000.00 875 No 360 360 360 358 358 486,000.00 876 No 360 360 360 358 358 364,000.00 877 No 360 360 360 358 358 91,000.00 878 No 360 360 360 358 358 464,000.00 879 Yes 360 600 601 358 599 360,000.00 880 No 360 360 360 358 358 336,000.00 881 No 360 360 360 358 358 84,000.00 882 Yes 360 480 480 358 478 457,000.00 883 Yes 360 480 481 358 479 176,000.00 884 No 360 360 360 358 358 44,000.00 885 No 360 360 360 358 358 50,580.00 886 No 360 360 360 358 358 220,000.00 887 No 360 360 361 358 359 55,000.00 888 No 360 360 361 358 359 84,600.00 889 Yes 360 480 480 358 478 252,000.00 890 No 360 360 360 358 358 176,000.00 891 No 360 360 360 358 358 170,905.00 892 Yes 360 480 481 357 478 361,250.00 893 Yes 180 360 361 175 355 61,000.00 894 No 360 360 360 358 358 58,500.00 895 No 360 360 360 358 358 172,000.00 896 No 360 360 360 358 358 112,000.00 897 Yes 180 360 361 178 359 28,000.00 898 No 360 360 360 357 357 56,000.00 899 Yes 180 360 360 176 356 22,000.00 900 No 360 360 360 353 353 350,000.00 901 No 360 360 360 355 355 202,000.00 902 No 360 360 360 357 357 148,500.00 903 Yes 180 360 360 177 328 102,000.00 904 No 360 360 360 357 357 200,000.00 905 No 360 360 360 357 357 76,800.00 906 Yes 180 360 360 177 357 19,200.00 907 No 360 360 360 357 357 157,500.00 908 No 360 360 360 357 357 300,000.00 909 No 360 360 360 357 357 122,800.00 910 No 180 180 180 177 177 59,600.00 911 No 360 360 360 357 357 99,200.00 912 Yes 180 360 360 177 357 24,800.00 913 No 360 360 360 357 357 88,000.00 914 No 360 360 360 357 357 137,500.00 915 Yes 180 360 360 177 357 25,884.00 916 No 360 360 360 357 357 329,000.00 917 No 360 360 360 357 357 133,000.00 918 No 360 360 360 357 357 233,000.00 919 No 360 360 360 357 357 290,320.00 920 Yes 180 360 360 177 357 72,580.00 921 No 360 360 360 357 357 119,885.00 922 No 360 360 360 356 356 89,600.00 923 No 360 360 360 359 359 369,000.00 924 No 360 360 360 359 359 104,300.00 925 Yes 360 480 480 359 479 240,350.00 926 No 360 360 360 359 359 180,000.00 927 No 360 360 360 359 359 75,000.00 928 No 360 360 360 359 359 185,000.00 929 No 360 360 360 359 359 112,000.00 930 No 360 360 360 359 359 58,000.00 931 Yes 360 480 480 359 479 210,000.00 932 No 360 360 360 359 359 109,500.00 933 No 360 360 360 359 350 129,750.00 934 No 360 360 360 359 359 175,750.00 935 No 360 360 360 359 359 99,000.00 936 No 360 360 360 359 359 185,000.00 937 No 360 360 360 359 359 37,000.00 938 Yes 360 480 480 359 479 148,000.00 939 Yes 360 600 600 359 599 236,250.00 940 Yes 360 480 480 359 479 477,000.00 941 Yes 360 480 480 359 479 217,600.00 942 Yes 360 480 480 359 479 270,000.00 943 No 360 360 360 359 359 277,500.00 944 Yes 360 480 480 359 479 247,000.00 945 No 360 360 360 359 359 37,804.00 946 Yes 360 480 480 359 479 102,000.00 947 Yes 360 480 480 359 479 255,200.00 948 No 360 360 360 359 359 71,000.00 949 No 360 360 360 359 359 284,000.00 950 Yes 360 600 600 359 599 151,213.00 951 Yes 360 600 600 359 599 1,000,000.00 952 Yes 360 480 480 359 479 441,000.00 953 Yes 360 600 600 359 599 117,900.00 954 Yes 360 600 600 359 598 204,000.00 955 No 360 360 360 359 359 131,270.00 956 No 360 360 360 359 359 448,000.00 957 Yes 360 480 480 359 479 450,000.00 958 Yes 360 480 480 359 479 170,000.00 959 Yes 360 480 480 359 479 218,750.00 960 Yes 360 480 480 359 479 154,000.00 961 Yes 360 600 600 359 599 193,800.00 962 Yes 360 480 480 359 479 192,500.00 963 Yes 360 480 480 359 479 313,500.00 964 No 360 360 360 359 359 100,000.00 965 No 360 360 360 359 359 121,800.00 966 Yes 360 480 480 359 479 260,000.00 967 Yes 180 360 360 179 359 91,000.00 968 Yes 360 600 600 359 599 706,500.00 969 Yes 360 480 480 359 479 140,000.00 970 Yes 360 480 480 359 479 160,650.00 971 Yes 360 600 600 359 599 213,500.00 972 No 360 360 360 359 359 107,600.00 973 No 360 360 360 359 359 147,000.00 974 Yes 360 480 480 359 479 535,500.00 975 Yes 360 480 480 359 479 391,000.00 976 Yes 360 480 480 359 479 394,250.00 977 No 360 360 360 359 359 107,000.00 978 No 360 360 360 359 359 135,000.00 979 No 360 360 360 359 359 467,500.00 980 Yes 360 600 600 359 599 289,000.00 981 No 360 360 360 359 359 270,000.00 982 No 360 360 360 359 359 177,300.00 983 No 360 360 360 359 359 50,000.00 984 No 360 360 360 359 359 200,000.00 985 No 360 360 360 357 357 198,000.00 986 No 360 360 360 357 357 412,000.00 987 No 360 360 360 358 358 214,000.00 988 No 360 360 360 358 358 75,600.00 989 No 360 480 477 357 477 220,000.00 990 No 360 480 477 357 477 164,900.00 991 No 360 480 477 357 477 715,500.00 992 Yes 180 360 360 178 317 39,700.00 993 Yes 360 480 481 358 479 210,000.00 994 Yes 360 480 480 358 478 288,000.00 995 Yes 360 480 480 358 478 360,000.00 996 Yes 180 360 360 178 358 42,600.00 997 Yes 360 480 481 359 480 260,000.00 998 Yes 360 480 481 359 480 184,000.00 999 Yes 360 480 480 358 478 172,000.00 1000 Yes 180 360 360 178 358 43,000.00 1001 Yes 360 480 481 359 480 182,750.00 1002 No 360 360 360 358 358 143,920.00 1003 No 360 360 360 358 358 100,000.00 1004 No 360 360 361 358 359 25,000.00 1005 No 360 360 360 358 358 288,000.00 1006 Yes 180 360 360 176 356 115,000.00 1007 Yes 360 480 480 358 468 155,000.00 1008 Yes 180 360 361 175 328 50,000.00 1009 No 360 360 360 358 358 184,000.00 1010 Yes 180 360 361 178 359 46,000.00 1011 Yes 360 480 480 358 478 265,500.00 1012 Yes 180 360 361 178 359 54,600.00 1013 No 360 360 360 358 358 350,001.00 1014 Yes 360 480 480 358 478 814,500.00 1015 Yes 360 480 480 358 478 408,000.00 1016 Yes 360 480 480 358 478 155,000.00 1017 Yes 360 480 480 358 478 680,000.00 1018 Yes 360 480 480 358 478 175,996.00 1019 No 360 360 360 358 358 810,000.00 1020 Yes 360 480 480 358 478 999,999.00 1021 No 360 480 477 357 477 142,978.00 1022 No 360 360 360 357 357 107,250.00 1023 No 360 360 360 357 357 35,744.00 1024 No 360 360 360 357 357 131,850.00 1025 No 360 360 360 358 358 102,608.00 1026 No 360 360 360 357 357 144,000.00 1027 No 360 360 360 358 358 217,000.00 1028 No 360 480 478 358 478 100,000.00 1029 No 360 360 360 357 357 286,400.00 1030 No 360 480 479 358 479 205,000.00 1031 No 360 480 477 357 477 654,500.00 1032 No 360 360 360 357 357 240,000.00 1033 No 360 360 361 357 358 36,000.00 1034 No 360 360 360 357 357 61,400.00 1035 No 360 360 360 357 357 71,600.00 1036 No 360 480 478 358 478 92,700.00 1037 No 180 180 180 178 178 112,500.00 1038 No 360 480 479 358 479 325,000.00 1039 No 360 360 360 357 357 38,019.00 1040 No 360 360 360 358 358 145,000.00 1041 No 360 480 479 358 479 218,500.00 1042 No 360 360 360 358 358 152,000.00 1043 No 360 480 479 359 479 146,250.00 1044 No 360 480 479 358 479 130,000.00 1045 No 360 480 477 357 477 245,600.00 1046 Yes 360 480 480 358 478 85,000.00 1047 No 360 360 360 358 358 228,000.00 1048 Yes 180 360 360 178 358 57,000.00 1049 No 360 360 361 358 357 73,600.00 1050 No 360 360 360 358 358 130,000.00 1051 No 360 360 360 358 358 242,000.00 1052 Yes 360 480 480 358 478 162,000.00 1053 No 360 360 360 358 358 190,000.00 1054 No 360 360 360 358 358 188,000.00 1055 Yes 360 480 480 358 478 132,800.00 1056 No 360 360 360 358 358 117,000.00 1057 Yes 360 480 480 359 479 148,000.00 1058 No 360 360 360 358 358 680,000.00 1059 No 360 360 360 358 358 170,000.00 1060 Yes 360 480 480 358 478 384,000.00 1061 No 360 360 360 356 356 147,600.00 1062 Yes 360 480 480 357 477 184,000.00 1063 Yes 360 480 481 356 474 97,600.00 1064 No 360 360 360 356 355 201,600.00 1065 Yes 360 480 481 357 478 130,000.00 1066 No 360 360 360 357 357 288,000.00 1067 No 360 360 360 357 357 180,000.00 1068 Yes 360 480 480 357 477 346,750.00 1069 No 360 360 360 357 357 157,500.00 1070 Yes 360 480 480 357 477 244,800.00 1071 Yes 360 480 480 357 477 168,800.00 1072 Yes 360 480 480 357 477 204,300.00 1073 No 360 360 360 358 358 232,000.00 1074 No 360 360 360 355 355 149,600.00 1075 No 360 360 360 356 356 140,000.00 1076 Yes 360 480 481 356 477 300,000.00 1077 No 360 360 360 356 356 85,000.00 1078 No 360 360 360 358 358 95,000.00 1079 No 360 360 360 358 358 155,250.00 1080 Yes 180 360 361 178 359 38,800.00 1081 No 360 360 360 358 358 199,500.00 1082 No 360 360 360 357 357 67,500.00 1083 No 360 360 360 358 358 104,000.00 1084 Yes 180 360 361 178 359 26,000.00 1085 No 360 360 360 358 358 165,000.00 1086 Yes 180 360 361 178 359 37,800.00 1087 No 360 360 360 357 357 443,250.00 1088 No 360 360 360 357 357 530,400.00 1089 No 360 360 360 357 357 204,000.00 1090 No 360 360 360 357 357 422,000.00 1091 No 360 360 360 358 358 177,600.00 1092 Yes 180 360 361 178 357 44,400.00 1093 No 360 360 360 358 358 80,500.00 1094 No 360 360 360 358 358 169,600.00 1095 No 360 360 360 358 358 80,000.00 1096 No 360 360 360 358 358 157,500.00 1097 No 360 360 360 358 358 216,000.00 1098 No 360 360 360 358 358 73,350.00 1099 No 360 360 361 358 359 151,200.00 1100 No 360 360 360 358 358 225,000.00 1101 Yes 360 480 480 358 478 170,000.00 1102 Yes 360 480 481 358 479 168,000.00 1103 Yes 180 360 361 178 359 26,450.00 1104 No 360 360 360 358 358 103,500.00 1105 Yes 360 480 480 357 477 360,000.00 1106 No 360 360 360 359 359 260,000.00 1107 No 360 360 360 360 360 345,000.00 1108 No 360 360 360 359 359 183,992.00 1109 Yes 180 360 360 179 359 45,998.00 1110 No 360 360 360 357 357 80,250.00 1111 No 360 360 360 358 358 169,000.00 1112 No 360 360 360 358 358 72,000.00 1113 No 360 360 360 359 359 50,000.00 1114 Yes 360 480 480 359 479 420,000.00 1115 No 360 360 360 358 358 132,500.00 1116 No 360 360 360 359 359 208,000.00 1117 No 360 360 360 359 359 76,000.00 1118 No 360 360 360 359 359 168,175.00 1119 No 360 360 360 359 359 42,044.00 1120 No 360 360 360 359 359 85,600.00 1121 No 360 360 360 359 359 121,600.00 1122 No 360 360 360 359 359 432,000.00 1123 No 360 360 361 359 360 19,000.00 1124 No 360 360 360 359 359 135,000.00 1125 Yes 360 600 600 359 599 546,010.00 1126 No 360 360 360 358 358 135,000.00 1127 No 360 360 360 357 357 144,000.00 1128 No 360 360 360 357 357 72,000.00 1129 Yes 360 480 480 359 479 106,000.00 1130 No 360 360 360 359 359 52,000.00 1131 No 360 360 360 359 359 230,000.00 1132 No 360 360 360 359 359 345,000.00 1133 No 360 360 360 359 359 124,000.00 1134 No 360 360 360 359 359 207,000.00 1135 Yes 360 480 480 359 479 210,000.00 1136 No 360 360 360 358 358 459,000.00 1137 No 360 360 360 359 359 112,500.00 1138 No 360 360 360 359 359 522,000.00 1139 No 360 360 360 359 359 174,000.00 1140 Yes 360 480 480 359 479 175,000.00 1141 Yes 360 480 480 359 479 551,250.00 1142 No 360 360 360 359 359 170,050.00 1143 No 360 360 360 359 359 80,000.00 1144 No 360 360 360 359 359 124,000.00 1145 No 360 360 360 358 358 127,500.00 1146 Yes 360 480 480 358 478 232,475.00 1147 No 360 360 360 359 359 294,100.00 1148 No 360 360 360 359 359 264,600.00 1149 Yes 360 480 481 359 480 133,000.00 1150 No 360 360 360 359 359 120,000.00 1151 No 360 480 471 351 471 112,500.00 1152 Yes 180 360 360 175 355 48,000.00 1153 No 360 480 470 350 470 507,450.00 1154 No 360 360 360 356 356 236,000.00 1155 No 360 480 475 355 475 114,700.00 1156 No 360 360 360 356 356 200,000.00 1157 No 360 360 360 356 356 322,000.00 1158 No 360 360 360 356 356 404,000.00 1159 Yes 360 480 480 356 476 500,000.00 1160 No 360 360 360 356 356 50,000.00 1161 No 360 360 360 356 356 250,000.00 1162 No 360 360 360 356 356 252,000.00 1163 No 360 360 360 356 356 68,400.00 1164 Yes 360 480 480 356 476 86,100.00 1165 No 360 360 360 356 356 266,000.00 1166 Yes 360 480 480 352 472 384,000.00 1167 No 360 360 360 359 359 83,860.00 1168 Yes 360 480 480 359 479 252,700.00 1169 No 360 360 360 359 359 131,200.00 1170 No 360 360 360 359 359 89,250.00 1171 No 360 360 360 359 359 60,000.00 1172 Yes 360 480 480 359 479 231,200.00 1173 Yes 360 600 600 359 599 399,500.00 1174 No 360 360 360 359 359 492,000.00 1175 Yes 360 600 600 359 599 193,500.00 1176 No 360 360 360 359 359 190,000.00 1177 Yes 360 480 480 359 479 440,000.00 1178 No 360 360 360 359 359 295,000.00 1179 No 360 360 360 359 359 350,000.00 1180 No 360 360 360 359 359 242,400.00 1181 No 360 360 360 359 332 60,600.00 1182 Yes 360 480 480 359 479 285,000.00 1183 Yes 180 360 360 179 359 125,999.80 1184 Yes 360 600 600 359 599 503,999.20 1185 No 360 360 360 359 359 195,000.00 1186 No 360 360 360 359 359 76,000.00 1187 No 360 360 360 359 359 97,750.00 1188 No 360 360 360 359 359 360,000.00 1189 No 360 360 360 359 359 195,250.00 1190 No 360 360 360 359 359 131,250.00 1191 No 360 360 360 359 359 116,100.00 1192 Yes 360 600 600 359 599 221,200.00 1193 No 360 360 360 359 359 306,000.00 1194 No 360 360 360 359 359 107,250.00 1195 Yes 360 480 480 359 479 184,500.00 1196 Yes 360 480 480 359 479 85,500.00 1197 Yes 360 480 480 359 479 332,500.00 1198 Yes 360 480 480 359 479 200,000.00 1199 Yes 360 480 480 359 479 216,000.00 1200 Yes 360 600 600 359 599 148,900.00 1201 No 360 360 360 359 359 364,500.00 1202 No 360 360 360 359 359 107,370.00 1203 No 360 360 360 359 359 386,650.00 1204 Yes 360 480 480 359 479 125,000.00 1205 No 360 360 360 359 359 305,500.00 1206 Yes 360 480 480 359 479 98,000.00 1207 Yes 180 360 360 179 359 45,500.00 1208 No 360 360 360 359 359 290,000.00 1209 Yes 360 480 480 359 479 182,000.00 1210 Yes 360 480 480 359 479 146,000.00 1211 No 360 360 360 359 359 145,000.00 1212 Yes 360 480 480 359 479 235,800.00 1213 No 360 360 360 359 359 191,250.00 1214 Yes 360 480 480 359 479 210,000.00 1215 Yes 360 600 600 359 599 247,500.00 1216 Yes 360 480 480 359 479 162,000.00 1217 Yes 360 480 480 359 479 250,000.00 1218 Yes 360 480 480 359 479 89,550.00 1219 No 360 360 360 359 359 362,500.00 1220 No 360 360 360 359 359 290,000.00 1221 No 360 480 479 359 479 305,000.00 1222 Yes 360 480 480 359 479 83,000.00 1223 No 360 360 360 359 359 315,000.00 1224 No 360 360 360 359 359 200,000.00 1225 Yes 360 600 600 359 599 280,000.00 1226 No 360 360 360 359 359 229,500.00 1227 No 360 360 360 359 359 246,500.00 1228 Yes 360 480 480 359 479 188,000.00 1229 No 360 360 360 359 359 138,000.00 1230 No 360 360 360 359 359 116,000.00 1231 No 180 180 180 179 179 81,000.00 1232 Yes 360 480 480 359 479 160,000.00 1233 Yes 360 480 480 359 479 400,000.00 1234 Yes 360 480 480 359 479 316,000.00 1235 Yes 360 600 600 359 599 195,000.00 1236 Yes 360 480 480 359 479 250,000.00 1237 Yes 360 480 480 359 479 295,000.00 1238 Yes 360 480 480 359 479 260,000.00 1239 No 360 360 360 359 359 154,700.00 1240 No 360 360 360 359 359 56,000.00 1241 No 360 360 360 359 359 195,000.00 1242 No 360 360 360 359 359 82,800.00 1243 No 360 360 360 359 359 146,000.00 1244 Yes 360 480 480 359 479 402,000.00 1245 No 360 360 360 359 359 180,000.00 1246 Yes 360 480 480 359 479 180,000.00 1247 No 360 360 360 359 359 106,000.00 1248 Yes 360 600 600 359 599 301,500.00 1249 No 360 360 360 359 359 256,500.00 1250 No 360 360 360 359 359 91,520.00 1251 Yes 360 480 480 359 479 123,000.00 1252 Yes 360 480 480 359 479 296,100.00 1253 Yes 360 480 480 359 479 220,000.00 1254 No 360 360 360 359 359 175,500.00 1255 No 360 360 360 359 359 172,900.00 1256 No 360 360 360 359 359 124,650.00 1257 No 360 360 360 359 359 185,000.00 1258 No 360 360 360 359 359 153,564.00 1259 No 360 360 360 359 359 115,600.00 1260 No 360 360 360 359 359 100,000.00 1261 Yes 360 480 480 359 479 213,500.00 1262 No 360 360 360 359 359 248,000.00 1263 No 360 360 360 359 359 495,000.00 1264 Yes 360 480 480 359 479 280,000.00 1265 Yes 360 480 480 359 479 155,000.00 1266 Yes 360 480 480 359 479 306,000.00 1267 No 360 360 360 355 355 500,000.00 1268 No 360 360 360 357 357 340,000.00 1269 No 360 360 360 357 357 55,000.00 1270 No 360 360 360 357 357 166,500.00 1271 No 360 360 360 357 357 178,000.00 1272 No 360 360 360 355 355 120,000.00 1273 No 360 360 360 359 359 200,000.00 1274 Yes 360 480 480 358 478 440,000.00 1275 Yes 180 360 361 178 359 110,000.00 1276 No 360 360 360 359 359 139,500.00 1277 No 360 480 479 359 479 1,009,000.00 1278 No 360 360 360 358 358 90,950.00 1279 No 360 360 360 357 357 117,000.00 1280 No 360 360 360 358 358 142,000.00 1281 No 360 360 360 358 358 168,000.00 1282 No 360 360 360 358 358 146,500.00 1283 Yes 360 480 481 358 478 301,500.00 1284 No 360 360 360 358 358 600,000.00 1285 Yes 360 480 480 358 478 122,400.00 1286 Yes 180 360 361 178 359 30,600.00 1287 No 360 360 360 358 358 80,000.00 1288 No 360 360 360 358 358 99,000.00 1289 No 360 360 360 358 358 170,000.00 1290 No 360 360 360 358 358 189,950.00 1291 No 360 480 477 357 477 176,000.00 1292 No 360 480 477 357 477 190,000.00 1293 No 360 480 478 358 478 108,000.00 1294 No 360 360 360 357 357 53,800.00 1295 No 360 480 477 357 477 472,500.00 1296 No 360 360 360 357 357 152,078.00 1297 No 360 480 478 358 478 441,000.00 1298 No 360 480 479 358 479 125,000.00 1299 No 360 480 478 358 478 380,000.00 1300 No 360 360 360 357 357 1,035,000.00 1301 No 360 480 478 358 478 357,000.00 1302 No 360 480 478 358 478 418,000.00 1303 No 240 240 240 238 238 308,000.00 1304 No 360 480 478 358 478 280,250.00 1305 No 360 480 478 358 478 125,000.00 1306 No 360 480 479 358 479 212,550.00 1307 No 360 480 478 358 478 351,500.00 1308 No 360 480 479 358 479 100,000.00 1309 No 360 360 360 357 357 174,000.00 1310 No 360 360 360 355 332 60,000.00 1311 No 360 360 360 357 357 215,200.00 1312 No 360 480 477 357 477 960,000.00 1313 No 360 360 360 357 357 227,000.00 1314 No 360 360 360 357 357 250,000.00 1315 No 360 360 360 357 357 219,555.00 1316 No 360 360 360 356 356 203,000.00 1317 No 360 360 360 357 357 276,000.00 1318 No 360 360 360 356 356 395,000.00 1319 No 360 360 360 357 357 243,800.00 1320 No 360 360 360 357 357 153,920.00 1321 No 360 360 360 357 357 185,000.00 1322 No 360 360 360 358 358 535,000.00 1323 No 360 360 360 358 358 202,000.00 1324 No 360 360 360 358 358 418,000.00 1325 No 360 360 360 358 358 441,750.00 1326 No 360 360 360 358 358 210,900.00 1327 No 360 360 360 358 358 251,685.00 1328 No 360 360 360 358 358 205,485.00 1329 No 360 360 360 358 358 81,900.00 1330 No 360 360 360 358 358 181,000.00 1331 No 360 360 360 358 358 189,520.00 1332 No 360 360 360 358 358 315,000.00 1333 No 360 360 360 357 357 392,000.00 1334 Yes 360 480 480 357 477 408,500.00 1335 No 360 360 360 357 357 356,250.00 1336 Yes 360 480 480 357 477 167,400.00 1337 Yes 360 480 480 357 477 247,500.00 1338 Yes 360 480 480 357 477 542,500.00 1339 No 360 360 360 357 357 251,250.00 1340 No 360 360 360 357 357 273,600.00 1341 No 360 360 360 358 358 261,450.00 1342 Yes 360 480 480 357 477 168,750.00 1343 Yes 360 480 480 358 478 548,250.00 1344 No 360 360 360 352 352 161,500.00 1345 No 360 360 360 352 352 189,600.00 1346 No 360 360 360 354 354 119,700.00 1347 No 360 360 360 354 354 189,450.00 1348 No 360 360 360 355 355 243,000.00 1349 No 360 360 360 356 356 98,400.00 1350 No 360 360 360 356 356 435,000.00 1351 Yes 360 480 480 356 476 532,000.00 1352 No 360 360 360 357 357 184,800.00 1353 Yes 360 480 481 357 478 483,750.00 1354 Yes 360 480 480 356 476 472,500.00 1355 No 360 360 360 357 357 266,250.00 1356 No 360 360 360 357 357 185,000.00 1357 Yes 360 480 481 357 478 153,000.00 1358 No 360 360 360 357 357 157,250.00 1359 No 360 360 360 357 357 261,000.00 1360 Yes 360 480 480 357 477 252,000.00 1361 No 360 360 360 357 357 292,000.00 1362 No 360 360 360 357 357 76,950.00 1363 No 360 360 360 357 357 295,500.00 1364 Yes 360 480 480 357 477 165,000.00 1365 No 360 360 360 357 357 344,000.00 1366 Yes 360 480 480 359 479 522,750.00 1367 No 360 480 479 359 479 108,000.00 1368 Yes 360 600 600 359 599 225,000.00 1369 No 360 360 360 359 359 285,000.00 1370 Yes 180 360 360 179 359 146,000.00 1371 Yes 360 480 480 359 479 584,000.00 1372 Yes 360 480 480 359 479 378,750.00 1373 Yes 180 360 360 179 359 39,800.00 1374 No 360 360 360 359 359 159,200.00 1375 No 360 360 360 359 359 170,000.00 1376 No 360 360 360 359 359 276,000.00 1377 No 360 360 360 359 359 145,000.00 1378 No 360 360 360 359 359 131,750.00 1379 Yes 360 480 480 359 479 204,700.00 1380 Yes 360 600 600 359 599 612,000.00 1381 Yes 360 480 480 359 479 342,000.00 1382 No 360 360 360 359 359 361,000.00 1383 No 360 360 360 359 359 233,700.00 1384 Yes 360 480 480 359 479 292,500.00 1385 No 180 180 180 179 179 384,000.00 1386 No 360 480 479 359 479 552,000.00 1387 No 360 360 360 359 359 76,000.00 1388 No 360 360 360 359 359 109,500.00 1389 No 360 360 360 359 359 76,075.00 1390 No 360 360 360 359 359 116,000.00 1391 Yes 360 480 480 359 479 244,000.00 1392 Yes 360 480 480 359 479 391,500.00 1393 Yes 360 480 480 359 479 399,500.00 1394 Yes 360 480 480 359 479 184,000.00 1395 Yes 360 480 480 359 479 348,500.00 1396 Yes 360 480 480 359 479 263,000.00 1397 Yes 180 360 360 179 359 35,800.00 1398 No 240 240 240 239 239 173,700.00 1399 No 360 360 360 359 359 144,000.00 1400 Yes 360 600 600 359 599 288,000.00 1401 Yes 360 480 480 359 479 263,900.00 1402 No 360 360 360 359 359 500,000.00 1403 No 360 360 360 359 359 610,000.00 1404 No 360 360 360 359 359 324,000.00 1405 No 360 360 360 359 359 212,400.00 1406 Yes 360 480 480 359 479 485,000.00 1407 No 360 360 360 359 359 356,250.00 1408 Yes 360 480 480 359 479 272,000.00 1409 Yes 360 480 480 359 479 715,500.00 1410 Yes 360 480 480 359 479 409,500.00 1411 No 360 360 360 359 359 208,000.00 1412 Yes 360 480 480 359 479 612,000.00 1413 No 300 300 300 299 299 108,000.00 1414 No 360 360 360 359 359 526,000.00 1415 No 360 360 360 359 359 79,200.00 1416 Yes 360 600 600 359 599 322,500.00 1417 Yes 360 480 480 359 479 238,450.00 1418 No 360 360 360 359 359 50,000.00 1419 Yes 360 480 480 359 479 184,000.00 1420 Yes 360 480 480 359 479 180,000.00 1421 Yes 360 480 480 359 479 247,500.00 1422 No 360 360 360 359 359 253,300.00 1423 No 360 360 360 359 359 408,000.00 1424 No 360 480 479 359 479 510,000.00 1425 No 360 360 360 359 359 448,000.00 1426 No 360 360 360 359 359 112,000.00 1427 Yes 360 480 480 359 479 103,000.00 1428 No 360 360 360 359 359 123,250.00 1429 No 360 360 360 359 359 72,250.00 1430 No 360 360 360 359 359 250,000.00 1431 Yes 360 480 480 359 479 270,000.00 1432 Yes 360 600 600 359 599 476,000.00 1433 Yes 360 480 480 359 479 202,500.00 1434 No 360 360 360 359 359 65,000.00 1435 Yes 360 480 480 359 479 260,000.00 1436 No 360 360 360 359 359 233,750.00 1437 No 360 360 360 359 359 79,200.00 1438 Yes 360 480 480 359 479 110,250.00 1439 Yes 360 480 480 359 479 195,000.00 1440 No 360 360 360 359 359 159,800.00 1441 Yes 360 480 480 359 479 324,000.00 1442 Yes 360 480 480 359 479 306,600.00 1443 No 360 360 360 359 359 550,050.00 1444 No 360 360 360 359 359 36,980.00 1445 No 360 360 360 359 359 147,920.00 1446 Yes 360 480 480 359 479 584,000.00 1447 Yes 360 480 480 359 479 698,000.00 1448 Yes 360 480 480 359 479 259,350.00 1449 Yes 360 480 480 359 479 292,500.00 1450 Yes 360 480 480 359 479 515,000.00 1451 Yes 360 480 480 359 479 391,000.00 1452 No 360 360 360 359 359 603,000.00 1453 Yes 360 600 600 359 599 378,000.00 1454 Yes 360 480 480 359 479 276,250.00 1455 No 360 360 360 359 359 61,750.00 1456 No 360 360 360 359 359 528,000.00 1457 No 360 360 360 359 359 267,750.00 1458 No 360 360 360 359 359 88,400.00 1459 No 360 360 360 359 359 106,400.00 1460 Yes 360 480 480 359 479 165,000.00 1461 No 360 360 360 359 359 190,000.00 1462 Yes 360 480 480 359 479 306,000.00 1463 Yes 360 480 480 359 479 89,600.00 1464 No 360 360 360 359 359 375,000.00 1465 No 360 360 360 359 359 118,400.00 1466 Yes 180 360 360 179 359 171,600.00 1467 Yes 360 480 480 359 479 686,400.00 1468 Yes 360 480 480 359 479 348,000.00 1469 No 360 360 360 359 359 400,000.00 1470 Yes 360 480 480 359 479 261,725.00 1471 No 360 360 360 359 359 93,100.00 1472 No 360 360 360 359 359 200,000.00 1473 Yes 360 480 480 359 479 54,000.00 1474 No 360 360 360 359 359 85,500.00 1475 Yes 360 480 480 359 479 313,500.00 1476 No 360 360 360 359 359 205,750.00 1477 Yes 180 360 360 179 359 199,800.00 1478 No 360 360 360 359 359 799,200.00 1479 No 360 360 360 359 359 145,600.00 1480 No 360 360 360 359 359 73,800.00 1481 Yes 360 480 480 359 479 287,100.00 1482 Yes 360 480 480 359 479 95,000.00 1483 No 360 360 360 359 359 150,000.00 1484 Yes 360 480 480 359 479 249,600.00 1485 No 360 360 360 359 359 200,000.00 1486 No 360 360 360 359 359 148,500.00 1487 Yes 360 480 480 359 479 206,000.00 1488 No 360 360 360 359 359 65,000.00 1489 No 360 360 360 359 359 74,750.00 1490 No 360 360 360 359 359 617,025.00 1491 No 360 360 360 359 359 97,500.00 1492 No 360 360 360 359 359 113,050.00 1493 No 360 360 360 359 359 391,000.00 1494 No 360 360 360 359 359 495,200.00 1495 Yes 360 480 480 359 479 190,000.00 1496 Yes 360 480 480 359 479 456,000.00 1497 Yes 360 480 480 359 479 104,500.00 1498 No 360 360 360 359 359 68,000.00 1499 No 360 360 360 359 359 188,000.00 1500 No 360 360 360 359 359 47,000.00 1501 Yes 360 480 480 359 479 128,800.00 1502 No 360 360 360 359 359 32,200.00 1503 No 360 360 360 359 359 178,500.00 1504 No 360 360 360 359 359 198,050.00 1505 No 360 360 360 359 359 163,000.00 1506 Yes 360 480 480 359 479 136,000.00 1507 Yes 360 480 480 359 479 262,500.00 1508 Yes 360 600 600 359 599 166,500.00 1509 Yes 360 600 600 359 599 101,500.00 1510 Yes 360 480 480 359 479 258,100.00 1511 Yes 360 480 480 359 479 135,000.00 1512 Yes 360 480 480 359 479 308,000.00 1513 No 360 360 360 359 359 191,250.00 1514 No 360 360 360 359 359 252,000.00 1515 Yes 360 480 480 359 479 162,350.00 1516 Yes 360 480 480 359 479 210,000.00 1517 Yes 360 480 480 359 479 300,000.00 1518 Yes 360 480 480 359 479 424,000.00 1519 Yes 360 480 480 359 479 178,500.00 1520 No 360 360 360 359 359 102,000.00 1521 Yes 360 480 480 359 479 196,000.00 1522 No 360 360 360 359 359 125,000.00 1523 No 360 360 360 359 359 188,000.00 1524 No 360 360 360 359 359 190,000.00 1525 Yes 360 480 480 359 479 261,250.00 1526 Yes 360 480 480 359 479 247,500.00 1527 No 360 360 360 359 359 393,600.00 1528 Yes 180 360 360 179 359 98,400.00 1529 Yes 360 480 480 359 479 153,000.00 1530 No 360 360 360 359 359 448,000.00 1531 Yes 360 600 600 359 599 138,000.00 1532 No 360 360 360 359 359 270,000.00 1533 Yes 360 480 480 359 479 276,250.00 1534 Yes 360 480 480 359 479 93,500.00 1535 Yes 360 480 480 359 479 288,000.00 1536 Yes 360 480 480 359 479 467,500.00 1537 Yes 360 600 600 359 599 616,500.00 1538 No 360 360 360 359 359 293,000.00 1539 No 360 360 360 359 359 480,000.00 1540 No 360 480 479 359 479 490,000.00 1541 Yes 180 360 360 179 359 46,000.00 1542 Yes 360 480 480 359 479 184,000.00 1543 No 360 360 360 359 359 67,500.00 1544 Yes 360 600 600 359 599 216,000.00 1545 No 360 360 360 359 359 344,000.00 1546 No 360 360 360 359 359 280,800.00 1547 Yes 180 360 360 179 359 79,000.00 1548 No 360 360 360 359 359 218,500.00 1549 No 360 360 360 359 359 194,924.00 1550 Yes 360 480 480 359 479 892,500.00 1551 Yes 360 480 480 359 479 432,250.00 1552 Yes 360 480 480 359 479 142,110.00 1553 Yes 360 480 480 359 479 487,350.00 1554 No 360 360 360 359 359 70,000.00 1555 No 360 360 360 359 359 280,000.00 1556 No 360 360 360 359 359 61,600.00 1557 No 360 360 360 359 359 90,000.00 1558 No 360 360 360 359 359 360,000.00 1559 Yes 180 360 360 179 359 107,990.00 1560 No 360 360 360 359 359 431,960.00 1561 No 360 360 360 359 359 295,000.00 1562 No 360 360 360 359 359 134,400.00 1563 No 360 360 360 359 359 33,600.00 1564 No 360 360 360 359 359 356,384.00 1565 No 240 240 240 239 239 89,096.00 1566 No 360 360 360 359 359 240,000.00 1567 No 360 360 360 359 359 60,000.00 1568 No 360 360 360 359 359 123,500.00 1569 No 360 360 360 359 359 228,000.00 1570 No 360 360 360 359 359 238,500.00 1571 No 360 360 360 359 359 142,964.00 1572 Yes 180 360 360 179 359 35,741.00 1573 Yes 360 600 600 359 599 175,000.00 1574 No 360 360 360 359 359 51,000.00 1575 No 360 360 360 359 359 185,300.00 1576 No 360 360 360 359 359 56,250.00 1577 No 360 360 360 359 359 81,000.00 1578 No 360 360 360 359 359 265,000.00 1579 No 360 360 360 359 359 41,200.00 1580 Yes 360 480 480 359 479 164,800.00 1581 Yes 360 480 480 359 479 427,500.00 1582 No 360 360 360 359 359 284,168.00 1583 No 360 360 360 359 359 459,920.00 1584 No 360 360 360 359 359 114,980.00 1585 No 360 360 360 359 359 130,500.00 1586 Yes 360 480 480 359 479 212,000.00 1587 Yes 360 480 480 359 479 137,900.00 1588 Yes 360 480 480 359 479 225,000.00 1589 No 360 360 360 359 359 192,500.00 1590 No 360 360 360 359 359 207,540.00 1591 Yes 360 480 480 359 479 459,000.00 1592 Yes 360 480 480 359 479 595,000.00 1593 Yes 360 600 600 359 599 283,200.00 1594 No 360 360 360 359 359 160,000.00 1595 No 360 360 360 359 359 25,000.00 1596 No 360 360 360 359 359 156,000.00 1597 Yes 360 600 600 359 599 141,000.00 1598 Yes 360 480 480 359 479 263,500.00 1599 No 360 360 360 359 359 148,000.00 1600 Yes 180 360 360 179 359 37,000.00 1601 Yes 360 480 480 359 479 232,500.00 1602 No 360 360 360 359 359 120,980.00 1603 No 360 360 360 359 359 483,920.00 1604 Yes 360 480 480 359 479 205,000.00 1605 No 360 360 360 359 359 234,000.00 1606 No 360 360 360 359 359 194,100.00 1607 No 360 360 360 359 359 104,550.00 1608 No 360 360 360 359 359 512,000.00 1609 No 240 240 240 239 239 128,000.00 1610 No 360 360 360 359 359 42,000.00 1611 No 360 360 360 359 359 208,000.00 1612 Yes 360 480 480 359 479 495,900.00 1613 No 360 360 360 359 359 460,000.00 1614 Yes 360 480 480 359 479 472,500.00 1615 Yes 360 480 480 359 479 340,000.00 1616 No 360 360 360 359 359 436,000.00 1617 No 360 360 360 359 359 109,000.00 1618 Yes 360 480 480 359 479 330,863.60 1619 Yes 180 360 360 179 359 82,715.90 1620 No 360 360 360 359 359 150,000.00 1621 No 360 360 360 359 359 297,000.00 1622 No 360 360 360 359 359 66,600.00 1623 No 360 360 360 359 359 311,250.00 1624 No 360 360 360 359 359 213,750.00 1625 No 360 360 360 359 359 463,500.00 1626 No 360 360 360 359 359 256,000.00 1627 Yes 360 480 480 359 479 467,500.00 1628 Yes 360 600 600 359 599 561,000.00 1629 Yes 360 480 480 359 479 149,000.00 1630 No 360 360 360 359 359 346,750.00 1631 No 360 360 360 359 359 260,000.00 1632 No 360 360 360 359 359 461,000.00 1633 Yes 360 480 480 359 479 281,250.00 1634 Yes 360 600 600 359 599 750,000.00 1635 No 360 360 360 359 359 640,000.00 1636 Yes 360 480 480 359 479 180,000.00 1637 No 360 480 479 359 479 165,000.00 1638 No 360 360 360 359 359 112,050.00 1639 Yes 360 480 480 359 479 111,350.00 1640 No 360 360 360 359 359 267,750.00 1641 No 360 360 360 359 359 54,400.00 1642 No 360 360 360 359 359 57,375.00 1643 Yes 360 480 480 359 479 162,000.00 1644 Yes 360 480 480 359 479 205,000.00 1645 No 360 360 360 359 359 63,000.00 1646 Yes 360 480 480 359 479 312,000.00 1647 No 360 360 360 359 359 348,000.00 1648 Yes 180 360 360 179 359 87,000.00 1649 No 360 360 360 359 359 250,500.00 1650 No 360 360 360 359 359 277,000.00 1651 No 360 360 360 359 359 500,000.00 1652 Yes 360 480 480 359 479 184,500.00 1653 No 360 360 360 359 359 567,000.00 1654 Yes 360 480 480 359 462 364,000.00 1655 Yes 360 480 480 359 479 217,600.00 1656 No 360 360 360 359 359 294,500.00 1657 Yes 360 480 480 359 479 318,750.00 1658 No 360 360 360 359 359 200,000.00 1659 No 360 360 360 359 359 152,000.00 1660 No 360 360 360 359 359 405,000.00 1661 Yes 360 480 480 359 479 358,200.00 1662 No 360 360 360 359 359 175,200.00 1663 No 360 360 360 359 359 322,150.00 1664 Yes 360 480 480 359 479 404,000.00 1665 No 360 360 360 359 359 101,000.00 1666 No 360 360 360 359 359 56,000.00 1667 No 360 360 360 359 359 195,500.00 1668 No 360 360 360 359 359 288,000.00 1669 Yes 360 480 480 359 479 180,500.00 1670 Yes 360 600 600 359 599 333,000.00 1671 No 360 360 360 359 359 135,000.00 1672 Yes 360 480 480 359 479 437,000.00 1673 Yes 360 480 480 359 479 247,500.00 1674 Yes 360 480 480 359 479 571,500.00 1675 No 360 360 360 359 359 122,000.00 1676 No 360 360 360 359 359 904,491.00 1677 No 360 360 360 359 359 158,000.00 1678 Yes 360 480 480 359 479 74,715.00 1679 No 360 360 360 359 359 136,000.00 1680 No 360 360 360 359 359 240,000.00 1681 No 360 360 360 359 359 202,500.00 1682 Yes 360 480 480 359 479 125,000.00 1683 Yes 360 480 480 359 479 552,000.00 1684 No 360 360 360 359 359 428,000.00 1685 Yes 360 600 600 359 599 234,000.00 1686 No 360 360 360 359 359 480,000.00 1687 No 360 360 360 359 359 510,000.00 1688 No 360 360 360 359 359 150,000.00 1689 Yes 360 480 480 359 479 348,500.00 1690 No 360 360 360 359 359 192,000.00 1691 No 360 360 360 359 359 48,000.00 1692 Yes 360 480 480 359 479 100,000.00 1693 Yes 360 480 480 359 479 280,925.00 1694 Yes 360 600 600 359 599 132,750.00 1695 No 360 360 360 359 359 595,800.00 1696 No 360 360 360 359 359 122,250.00 1697 No 360 360 360 359 359 71,200.00 1698 No 360 360 360 359 359 255,000.00 1699 Yes 360 600 600 359 599 254,000.00 1700 No 360 360 360 359 359 221,900.00 1701 No 360 360 360 359 359 445,000.00 1702 Yes 360 480 480 359 479 178,000.00 1703 No 360 360 360 359 359 365,750.00 1704 Yes 360 480 480 359 479 221,400.00 1705 No 360 360 360 359 359 92,250.00 1706 Yes 360 480 480 359 479 330,000.00 1707 No 360 360 360 359 359 138,600.00 1708 No 360 360 360 359 359 334,000.00 1709 Yes 360 480 480 359 479 315,000.00 1710 No 360 360 360 359 359 152,750.00 1711 No 360 360 360 359 359 477,000.00 1712 Yes 180 360 360 179 359 115,000.00 1713 Yes 360 480 480 359 479 144,000.00 1714 Yes 360 480 480 359 479 126,650.00 1715 Yes 360 480 480 359 479 133,000.00 1716 No 360 360 360 359 359 211,500.00 1717 Yes 360 480 480 359 479 240,000.00 1718 Yes 360 480 480 359 479 200,000.00 1719 Yes 360 480 480 359 479 80,100.00 1720 No 360 360 360 359 359 260,000.00 1721 Yes 360 480 480 359 479 69,640.00 1722 No 360 360 360 359 359 235,920.00 1723 No 360 360 360 359 359 220,000.00 1724 No 360 360 360 359 359 88,000.00 1725 Yes 360 480 480 359 479 162,000.00 1726 Yes 360 480 480 359 479 216,000.00 1727 No 360 360 360 359 359 112,487.00 1728 No 360 360 360 359 359 333,000.00 1729 No 360 360 360 359 359 171,000.00 1730 No 360 360 360 359 359 172,000.00 1731 No 360 360 360 359 355 43,000.00 1732 Yes 360 480 480 359 479 270,000.00 1733 No 360 360 360 359 359 107,250.00 1734 No 360 360 360 359 359 81,600.00 1735 No 360 360 360 359 359 156,000.00 1736 Yes 360 480 480 359 479 423,000.00 1737 Yes 360 480 480 359 479 400,000.00 1738 Yes 360 480 480 359 479 103,550.00 1739 No 360 360 360 359 359 98,461.00 1740 No 360 360 360 359 359 106,250.00 1741 Yes 360 480 480 359 479 88,200.00 1742 No 360 360 360 359 359 247,200.00 1743 No 360 360 360 359 359 61,800.00 1744 Yes 360 480 480 359 479 255,000.00 1745 No 360 360 360 359 359 176,000.00 1746 No 360 360 360 359 359 650,000.00 1747 No 360 360 360 359 359 75,200.00 1748 Yes 360 480 480 359 479 90,250.00 1749 No 360 360 360 359 359 130,000.00 1750 Yes 360 480 480 359 479 161,500.00 1751 No 360 360 360 359 359 317,600.00 1752 Yes 360 480 480 359 479 208,250.00 1753 No 360 360 360 359 359 247,950.00 1754 No 360 360 360 359 359 323,000.00 1755 No 360 360 360 359 359 166,150.00 1756 No 360 360 360 359 359 172,000.00 1757 No 360 360 360 359 359 155,200.00 1758 Yes 360 480 480 359 479 67,500.00 1759 No 360 360 360 359 359 89,600.00 1760 No 360 360 360 359 359 99,700.00 1761 No 360 360 360 359 359 148,500.00 1762 No 360 360 360 359 359 173,500.00 1763 No 360 360 360 359 359 50,000.00 1764 No 360 360 360 359 359 140,250.00 1765 No 360 360 360 359 359 125,077.00 1766 No 360 360 360 359 359 132,900.00 1767 Yes 360 480 480 359 479 80,000.00 1768 No 360 360 361 356 357 41,100.00 1769 Yes 360 480 480 358 478 150,000.00 1770 Yes 360 480 480 358 478 198,000.00 1771 No 360 360 360 358 358 284,000.00 1772 Yes 180 360 361 178 359 71,000.00 1773 No 360 360 360 358 358 78,000.00 1774 No 360 360 360 358 358 105,800.00 1775 No 360 360 360 357 357 157,500.00 1776 No 360 360 360 357 357 112,500.00 1777 No 360 360 360 357 357 261,000.00 1778 No 360 360 360 357 357 531,000.00 1779 No 360 360 360 357 357 236,000.00 1780 No 360 360 360 357 357 456,000.00 1781 No 360 360 360 357 357 250,000.00 1782 No 360 360 360 357 357 297,000.00 1783 Yes 360 480 481 357 478 175,000.00 1784 No 360 360 360 356 356 202,500.00 1785 No 360 360 360 357 357 216,000.00 1786 Yes 180 360 361 177 356 54,000.00 1787 No 360 360 360 358 358 476,000.00 1788 No 360 360 360 358 358 151,200.00 1789 No 360 360 360 357 357 85,500.00 1790 No 360 360 360 357 357 203,000.00 1791 No 360 360 360 357 357 75,000.00 1792 No 360 360 360 357 357 349,950.00 1793 Yes 180 360 360 177 357 39,000.00 1794 No 360 360 360 357 357 75,000.00 1795 No 360 360 360 357 357 75,000.00 1796 No 360 360 360 357 357 54,900.00 1797 Yes 180 360 360 177 357 117,980.00 1798 Yes 180 360 360 177 357 40,000.00 1799 No 180 180 180 177 177 140,000.00 1800 No 360 360 360 357 357 460,000.00 1801 Yes 180 360 360 177 351 115,000.00 1802 No 360 360 360 357 357 84,000.00 1803 Yes 180 360 360 177 357 21,000.00 1804 No 360 360 360 357 357 297,000.00 1805 No 360 360 360 357 357 202,500.00 1806 Yes 180 360 360 177 357 56,000.00 1807 No 360 360 360 357 357 92,000.00 1808 No 360 360 360 357 357 115,450.00 1809 No 360 360 360 357 357 137,750.00 1810 No 360 360 360 357 357 248,200.00 1811 No 360 360 360 357 357 131,000.00 1812 No 360 360 360 357 357 131,200.00 1813 No 360 360 360 357 357 468,000.00 1814 Yes 180 360 360 177 357 117,000.00 1815 No 360 360 360 357 357 368,000.00 1816 Yes 180 360 360 177 357 92,000.00 1817 No 360 360 360 357 357 127,400.00 1818 No 360 360 360 357 357 67,000.00 1819 No 360 360 360 357 357 151,200.00 1820 Yes 180 360 360 177 357 32,800.00 1821 No 360 360 360 357 357 200,750.00 1822 No 360 360 360 357 357 95,000.00 1823 No 360 360 360 357 357 219,500.00 1824 No 360 360 360 357 357 184,000.00 1825 No 360 360 360 357 357 260,000.00 1826 No 360 360 360 357 357 229,500.00 1827 No 360 360 360 357 357 267,000.00 1828 No 360 360 360 357 357 50,001.00 1829 No 360 360 360 357 357 124,100.00 1830 No 360 360 360 357 357 247,500.00 1831 No 360 360 360 357 357 148,500.00 1832 No 360 360 360 357 357 227,000.00 1833 Yes 180 360 360 177 356 53,980.00 1834 No 360 360 360 357 357 115,000.00 1835 No 180 180 180 177 177 84,000.00 1836 No 360 360 360 357 357 224,000.00 1837 No 360 360 360 357 357 214,400.00 1838 No 360 360 360 357 357 175,000.00 1839 No 360 360 360 357 357 124,500.00 1840 No 360 360 360 357 357 142,500.00 1841 Yes 360 480 480 357 477 258,000.00 1842 No 360 360 360 357 357 180,450.00 1843 No 360 360 360 357 357 266,000.00 1844 No 360 360 360 357 357 149,350.00 1845 No 180 180 180 177 177 145,000.00 1846 No 360 360 360 357 357 20,000.00 1847 No 360 360 360 357 357 140,400.00 1848 No 360 360 360 357 357 243,114.00 1849 No 360 360 360 357 357 148,750.00 1850 No 360 360 360 357 357 50,400.00 1851 No 360 360 360 357 357 150,000.00 1852 No 360 360 360 357 357 147,000.00 1853 No 360 360 360 357 357 273,000.00 1854 No 360 360 360 357 357 85,500.00 1855 No 360 360 360 357 357 105,000.00 1856 No 360 360 360 357 357 229,500.00 1857 No 360 360 360 357 357 106,000.00 1858 No 360 360 360 357 357 345,000.00 1859 No 360 360 360 357 357 96,800.00 1860 No 360 360 360 357 357 56,250.00 1861 No 360 360 360 357 357 72,000.00 1862 Yes 180 360 360 177 357 18,000.00 1863 No 360 360 360 357 357 272,700.00 1864 Yes 180 360 360 177 357 45,100.00 1865 No 360 360 360 357 357 245,000.00 1866 No 360 360 360 357 357 310,400.00 1867 No 360 360 360 357 357 280,000.00 1868 No 180 180 180 177 177 53,600.00 1869 No 360 360 360 357 357 148,500.00 1870 No 360 360 360 357 357 646,000.00 1871 No 360 360 360 357 357 103,536.00 1872 No 360 360 360 357 357 345,000.00 1873 No 360 360 360 357 357 94,760.00 1874 No 360 360 360 357 357 340,000.00 1875 No 360 360 360 357 357 94,760.00 1876 No 360 360 360 357 357 108,800.00 1877 No 360 360 360 357 357 248,000.00 1878 No 360 360 360 357 357 94,760.00 1879 No 360 360 360 357 357 472,500.00 1880 No 360 360 360 357 357 292,500.00 1881 No 360 360 360 357 357 471,920.00 1882 No 360 360 360 357 357 120,160.00 1883 Yes 180 360 360 177 357 30,040.00 1884 No 360 360 360 357 357 330,000.00 1885 No 360 360 360 357 357 110,000.00 1886 No 360 360 360 357 357 156,000.00 1887 No 360 360 360 357 357 234,000.00 1888 No 360 360 360 357 357 223,250.00 1889 No 360 360 360 357 357 237,900.00 1890 No 360 360 360 357 357 165,000.00 1891 No 360 360 360 357 357 185,000.00 1892 Yes 180 360 360 177 357 72,000.00 1893 Yes 180 360 360 177 357 40,289.00 1894 No 360 360 360 357 357 184,500.00 1895 No 360 360 360 357 357 60,000.00 1896 No 360 360 360 357 357 131,000.00 1897 No 360 360 360 357 357 110,000.00 1898 No 360 360 360 357 357 338,000.00 1899 No 360 360 360 357 357 67,100.00 1900 No 360 360 360 355 355 178,500.00 1901 No 360 360 360 357 357 128,000.00 1902 No 360 360 360 357 357 103,500.00 1903 No 360 360 360 357 357 142,400.00 1904 Yes 360 480 480 356 476 300,000.00 1905 No 360 360 360 357 357 297,500.00 1906 No 360 360 360 356 356 80,000.00 1907 No 360 360 360 357 357 218,400.00 1908 No 360 360 360 357 357 254,065.00 1909 No 360 360 360 357 357 147,000.00 1910 No 360 360 360 357 357 61,750.00 1911 No 360 360 360 357 357 279,000.00 1912 Yes 240 360 361 236 357 145,000.00 1913 No 360 360 360 357 355 380,000.00 1914 No 360 360 360 357 357 136,000.00 1915 No 360 360 360 357 357 50,000.00 1916 Yes 180 360 361 176 357 51,400.00 1917 Yes 180 360 360 176 356 92,000.00 1918 Yes 180 360 360 176 356 60,000.00 1919 No 360 360 360 353 353 140,480.00 1920 Yes 180 360 360 173 347 35,120.00 1921 No 360 360 360 354 354 55,000.00 1922 No 360 360 360 354 354 62,500.00 1923 Yes 360 480 480 359 479 340,000.00 1924 Yes 360 480 480 359 479 328,250.00 1925 No 360 360 360 357 357 154,040.00 1926 No 360 360 360 357 357 150,000.00 1927 No 360 360 360 357 357 136,500.00 1928 No 360 360 360 357 357 160,000.00 1929 Yes 180 360 360 174 354 54,100.00 1930 No 360 360 360 355 355 53,333.00 1931 No 360 360 360 357 357 128,250.00 1932 No 360 360 360 357 357 230,000.00 1933 Yes 360 480 480 359 479 216,000.00 1934 No 360 360 360 355 355 318,000.00 1935 No 360 360 360 356 356 164,400.00 1936 No 360 360 360 359 359 75,000.00 1937 No 360 360 360 358 358 80,750.00 1938 No 360 360 360 358 358 99,750.00 1939 No 360 360 360 359 359 320,000.00 1940 Yes 360 480 480 359 479 225,000.00 1941 No 360 360 360 359 359 238,500.00 1942 No 360 360 360 359 359 54,000.00 1943 No 360 360 360 359 359 146,000.00 1944 No 360 360 360 359 359 86,100.00 1945 No 180 180 180 179 179 59,500.00 1946 No 360 360 360 359 359 164,500.00 1947 No 360 360 360 359 359 205,000.00 1948 No 360 480 479 359 479 606,320.00 1949 No 360 360 360 359 359 235,450.00 1950 No 360 360 360 359 359 369,750.00 1951 No 360 360 360 359 359 85,440.00 1952 No 360 360 360 359 359 330,650.00 1953 Yes 360 480 480 359 479 282,600.00 1954 No 180 180 180 179 179 88,000.00 1955 Yes 360 480 480 359 479 420,750.00 1956 No 360 360 360 359 357 218,400.00 1957 Yes 360 600 600 359 599 115,600.00 1958 No 360 360 360 359 359 460,000.00 1959 No 360 360 360 359 359 410,000.00 1960 Yes 180 360 360 179 337 90,000.00 1961 Yes 360 480 480 359 479 77,000.00 1962 No 360 360 360 359 359 216,750.00 1963 Yes 360 600 600 359 599 75,000.00 1964 No 360 360 360 359 359 160,000.00 1965 No 360 360 360 359 359 287,000.00 1966 No 360 360 360 359 359 131,000.00 1967 No 360 360 360 359 359 500,000.00 1968 No 360 360 360 359 359 144,700.00 1969 No 360 360 360 359 359 121,600.00 1970 Yes 180 360 360 179 359 61,140.00 1971 Yes 360 480 480 359 479 244,560.00 1972 No 360 360 360 359 359 63,000.00 1973 Yes 360 480 480 359 479 231,000.00 1974 No 360 360 360 359 359 56,000.00 1975 No 360 360 360 359 359 202,500.00 1976 No 360 360 360 359 359 89,500.00 1977 Yes 360 480 480 359 479 148,000.00 1978 No 360 360 360 359 359 37,000.00 1979 No 360 360 360 359 359 56,440.00 1980 Yes 360 480 480 359 474 60,000.00 1981 No 360 360 360 359 359 77,350.00 1982 No 360 360 360 359 359 515,000.00 1983 Yes 360 480 480 359 479 123,500.00 1984 Yes 360 480 480 359 479 646,000.00 1985 Yes 360 480 480 359 479 374,000.00 1986 Yes 360 600 600 359 599 117,000.00 1987 Yes 360 480 480 359 479 120,700.00 1988 No 360 360 360 359 359 460,000.00 1989 Yes 360 480 480 359 479 523,000.00 1990 Yes 360 480 480 359 479 310,250.00 1991 Yes 360 480 480 359 479 190,000.00 1992 Yes 360 480 480 359 479 250,000.00 1993 Yes 360 600 600 359 599 184,000.00 1994 Yes 360 480 480 359 479 348,500.00 1995 Yes 360 480 480 359 479 208,250.00 1996 Yes 360 600 600 359 599 191,250.00 1997 No 360 360 360 359 359 62,000.00 1998 No 360 360 360 359 359 220,000.00 1999 No 360 360 360 359 359 227,610.00 2000 No 360 360 360 359 359 307,200.00 2001 No 360 480 479 359 479 384,000.00 2002 Yes 360 480 480 359 479 108,500.00 2003 No 360 360 360 359 359 317,700.00 2004 No 360 360 360 359 359 224,000.00 2005 Yes 360 480 480 359 479 136,000.00 2006 No 360 360 360 359 359 198,450.00 2007 No 360 360 360 359 359 103,000.00 2008 Yes 360 480 480 359 479 110,000.00 2009 No 360 360 360 359 359 76,000.00 2010 No 360 360 360 359 359 146,250.00 2011 No 360 360 360 359 359 168,300.00 2012 No 360 480 448 359 448 540,000.00 2013 No 360 360 360 359 359 92,650.00 2014 Yes 360 480 480 359 479 103,000.00 2015 Yes 360 480 480 359 479 209,000.00 2016 Yes 360 480 480 359 479 313,200.00 2017 Yes 360 480 480 359 479 100,000.00 2018 No 360 360 360 359 359 25,000.00 2019 No 360 360 360 359 359 54,600.00 2020 No 360 360 360 359 359 90,725.00 2021 Yes 360 480 480 359 479 142,500.00 2022 No 360 360 360 359 359 715,000.00 2023 No 360 360 360 359 359 192,000.00 2024 No 360 360 360 359 359 576,000.00 2025 No 360 360 360 359 359 144,000.00 2026 Yes 360 480 480 359 479 431,100.00 2027 No 360 360 360 359 359 144,000.00 2028 No 360 360 360 359 359 321,600.00 2029 Yes 180 360 360 179 359 80,400.00 2030 No 360 360 360 359 359 280,000.00 2031 No 360 360 360 359 359 81,980.00 2032 No 360 360 360 359 359 327,920.00 2033 Yes 360 480 480 359 479 288,000.00 2034 Yes 360 480 480 359 479 263,175.00 2035 Yes 180 360 360 179 359 28,780.00 2036 No 360 360 360 359 359 115,120.00 2037 No 360 360 360 359 359 195,300.00 2038 No 360 360 360 359 359 367,500.00 2039 Yes 360 480 480 359 479 112,000.00 2040 No 360 360 360 359 359 544,500.00 2041 No 360 360 360 359 359 184,000.00 2042 No 360 360 360 359 359 171,000.00 2043 Yes 360 480 480 359 479 148,000.00 2044 No 360 360 360 359 359 409,000.00 2045 No 360 360 360 359 359 225,000.00 2046 No 360 360 360 359 359 84,000.00 2047 No 360 360 360 359 359 336,000.00 2048 Yes 180 360 360 179 359 45,000.00 2049 Yes 360 600 600 359 599 180,000.00 2050 Yes 360 480 480 359 479 463,500.00 2051 Yes 360 600 600 359 599 233,500.00 2052 No 360 360 360 359 359 104,250.00 2053 No 360 360 360 359 359 252,000.00 2054 Yes 360 480 480 359 479 174,250.00 2055 Yes 360 480 480 359 479 144,000.00 2056 No 360 360 360 359 359 36,000.00 2057 Yes 360 600 600 359 599 157,250.00 2058 No 360 360 360 359 359 180,200.00 2059 No 360 360 360 359 359 31,800.00 2060 Yes 360 480 480 359 479 190,400.00 2061 Yes 360 480 480 359 479 306,000.00 2062 No 360 360 360 359 359 117,000.00 2063 No 360 360 360 359 359 468,000.00 2064 Yes 360 600 600 359 599 174,150.00 2065 No 360 360 360 359 359 392,000.00 2066 Yes 360 480 480 359 479 347,500.00 2067 Yes 180 360 360 179 359 68,000.00 2068 Yes 360 480 480 359 479 292,000.00 2069 No 360 360 360 359 359 216,750.00 2070 Yes 360 480 480 359 479 96,000.00 2071 No 360 360 360 359 359 111,000.00 2072 No 360 360 360 359 359 324,000.00 2073 Yes 360 480 480 359 479 162,000.00 2074 No 360 360 360 359 359 123,500.00 2075 No 360 360 360 359 359 84,370.00 2076 Yes 360 600 600 359 599 174,000.00 2077 No 360 360 360 359 359 522,500.00 2078 Yes 360 480 480 359 479 125,000.00 2079 Yes 360 480 480 359 479 104,800.00 2080 Yes 360 600 600 359 599 263,500.00 2081 Yes 360 480 480 359 479 150,500.00 2082 No 360 360 360 359 359 114,000.00 2083 No 360 360 360 359 359 288,000.00 2084 Yes 360 480 480 359 479 190,346.00 2085 No 360 360 360 359 359 47,586.00 2086 No 360 360 360 359 359 211,865.00 2087 No 240 240 240 239 239 52,966.00 2088 No 360 360 360 359 359 191,000.00 2089 No 360 480 479 359 479 268,250.00 2090 Yes 360 480 480 359 477 555,000.00 2091 No 360 360 360 359 359 215,000.00 2092 No 360 360 360 359 359 216,000.00 2093 No 360 360 360 359 359 171,000.00 2094 Yes 360 480 480 359 479 118,950.00 2095 No 360 360 360 359 359 290,000.00 2096 Yes 360 480 480 359 479 123,250.00 2097 No 360 360 360 359 359 328,500.00 2098 No 360 360 360 359 359 455,515.00 2099 Yes 360 480 480 359 479 462,000.00 2100 No 360 360 360 359 359 121,550.00 2101 No 360 360 360 359 359 154,700.00 2102 Yes 360 480 480 359 479 156,000.00 2103 No 360 360 360 359 359 85,000.00 2104 No 360 360 360 359 359 70,000.00 2105 Yes 360 480 480 359 479 316,000.00 2106 Yes 360 480 480 359 479 100,000.00 2107 No 360 360 360 359 359 126,000.00 2108 No 360 360 360 359 359 73,525.00 2109 No 360 360 360 359 359 69,825.00 2110 No 240 240 240 239 239 116,800.00 2111 Yes 360 480 480 359 479 320,000.00 2112 No 360 360 360 359 359 88,000.00 2113 No 360 480 479 359 479 352,000.00 2114 Yes 360 480 480 359 479 221,000.00 2115 No 360 360 360 359 359 344,000.00 2116 Yes 360 600 600 359 599 231,300.00 2117 Yes 360 600 600 359 599 139,600.00 2118 No 360 360 360 359 359 325,000.00 2119 No 360 360 360 359 359 178,000.00 2120 No 360 360 360 359 359 252,000.00 2121 Yes 360 480 480 359 479 332,000.00 2122 No 360 360 360 359 359 83,000.00 2123 No 360 360 360 359 359 110,000.00 2124 No 360 360 360 359 359 135,000.00 2125 Yes 360 600 600 359 599 162,000.00 2126 Yes 360 480 480 359 479 66,600.00 2127 No 360 360 360 359 359 405,000.00 2128 Yes 360 480 480 359 479 187,850.00 2129 No 360 360 360 359 359 187,500.00 2130 Yes 360 600 600 359 599 220,000.00 2131 Yes 360 480 480 359 479 128,000.00 2132 Yes 360 600 600 359 599 341,900.00 2133 Yes 360 600 600 359 599 348,500.00 2134 No 360 360 360 359 359 180,000.00 2135 No 360 360 360 359 359 170,000.00 2136 No 360 360 360 359 359 391,500.00 2137 No 360 360 360 359 359 126,350.00 2138 No 360 480 479 359 479 360,000.00 2139 No 360 360 360 359 359 436,050.00 2140 No 360 480 479 359 479 315,000.00 2141 Yes 360 480 480 359 479 230,000.00 2142 No 360 360 360 359 358 378,250.00 2143 No 360 360 360 359 359 498,700.00 2144 No 360 360 360 359 359 50,000.00 2145 No 360 360 360 359 359 118,400.00 2146 No 360 360 360 359 359 344,250.00 2147 Yes 360 480 480 359 479 154,800.00 2148 Yes 360 480 480 359 479 174,400.00 2149 No 360 360 360 359 359 95,400.00 2150 No 360 360 360 359 359 115,000.00 2151 No 360 360 360 359 359 87,048.00 2152 Yes 360 480 480 359 479 114,000.00 2153 No 360 360 360 359 359 103,400.00 2154 No 360 360 360 359 359 236,000.00 2155 No 360 360 360 359 359 25,000.00 2156 No 360 360 360 359 359 52,000.00 2157 No 240 240 240 239 239 57,000.00 2158 No 360 360 360 359 359 212,000.00 2159 Yes 360 480 480 359 479 68,000.00 2160 No 360 360 360 359 359 280,000.00 2161 Yes 360 480 480 359 479 107,200.00 2162 No 360 360 360 359 359 156,000.00 2163 No 360 360 360 359 359 39,000.00 2164 No 360 360 360 359 359 476,000.00 2165 Yes 360 480 480 359 479 109,500.00 2166 No 360 360 360 359 359 139,600.00 2167 Yes 180 360 360 179 359 34,900.00 2168 No 360 360 360 359 359 328,000.00 2169 Yes 360 480 480 359 479 486,000.00 2170 Yes 360 480 480 359 479 284,750.00 2171 No 360 360 360 359 359 216,000.00 2172 No 360 360 360 359 359 72,000.00 2173 Yes 360 480 480 359 477 480,000.00 2174 Yes 360 480 480 359 479 202,500.00 2175 Yes 360 480 480 359 479 220,000.00 2176 Yes 360 480 480 359 479 170,000.00 2177 Yes 360 600 600 359 585 376,000.00 2178 Yes 180 360 360 179 358 94,000.00 2179 No 360 360 360 359 359 177,000.00 2180 Yes 360 480 480 359 479 304,000.00 2181 No 360 360 360 359 359 105,000.00 2182 Yes 360 480 480 359 479 223,200.00 2183 No 360 360 360 359 359 607,750.00 2184 Yes 360 480 480 359 479 266,000.00 2185 Yes 360 480 480 359 479 639,000.00 2186 No 360 360 360 359 359 576,000.00 2187 No 360 360 360 359 359 194,000.00 2188 No 360 360 360 359 359 252,225.00 2189 No 360 360 360 359 359 263,500.00 2190 Yes 360 600 600 359 599 318,000.00 2191 No 360 360 360 359 359 448,435.00 2192 No 360 360 360 359 359 287,000.00 2193 Yes 360 480 480 359 479 275,400.00 2194 No 360 360 360 359 359 171,000.00 2195 No 360 360 360 359 359 251,750.00 2196 No 360 360 360 359 359 280,000.00 2197 Yes 360 480 480 359 477 57,000.00 2198 Yes 360 480 480 359 479 157,500.00 2199 No 360 360 360 359 359 161,000.00 2200 No 360 360 360 359 359 108,800.00 2201 No 360 360 360 359 359 140,250.00 2202 No 360 360 360 359 359 127,200.00 2203 No 360 360 360 359 359 31,800.00 2204 No 360 360 360 359 359 80,000.00 2205 Yes 360 480 480 359 479 215,000.00 2206 No 360 360 360 359 359 91,650.00 2207 No 360 360 360 359 359 167,400.00 2208 No 360 360 360 359 359 356,600.00 2209 No 240 240 240 239 239 114,000.00 2210 No 360 360 360 359 359 370,000.00 2211 No 360 360 360 359 359 140,000.00 2212 No 360 360 360 359 359 175,000.00 2213 No 360 360 360 359 359 164,800.00 2214 Yes 360 480 480 359 479 253,650.00 2215 No 360 360 360 359 359 155,000.00 2216 No 360 360 360 359 359 119,200.00 2217 No 360 360 360 359 359 29,800.00 2218 No 360 360 360 359 359 65,450.00 2219 No 360 360 360 359 359 111,000.00 2220 Yes 360 480 480 359 479 90,750.00 2221 No 360 360 360 359 359 220,500.00 2222 No 360 360 360 359 359 365,500.00 2223 Yes 360 480 481 358 479 137,700.00 2224 No 360 360 360 359 359 79,900.00 2225 Yes 360 480 480 359 479 190,550.00 2226 No 360 360 360 358 358 242,250.00 2227 No 360 360 360 359 359 115,500.00 2228 No 360 360 360 357 357 160,000.00 2229 No 360 360 360 357 357 379,500.00 2230 No 360 360 360 357 357 250,000.00 2231 No 360 360 360 357 357 132,050.00 2232 No 360 360 360 357 357 182,700.00 2233 No 360 360 360 357 357 50,000.00 2234 No 360 360 360 357 357 214,700.00 2235 No 360 360 360 357 357 79,900.00 2236 Yes 180 360 360 177 357 38,510.00 2237 No 360 360 360 357 357 64,000.00 2238 Yes 360 480 481 358 479 158,200.00 2239 No 360 360 360 359 359 105,000.00 2240 No 360 360 360 359 359 112,500.00 2241 No 360 360 360 359 359 162,000.00 2242 Yes 360 480 480 359 479 472,000.00 2243 No 360 360 360 359 359 272,000.00 2244 Yes 360 480 480 358 478 341,600.00 2245 No 360 360 360 358 358 196,200.00 2246 No 360 360 360 355 355 253,000.00 2247 No 360 360 360 359 359 244,800.00 2248 Yes 360 480 481 359 480 392,000.00 2249 No 360 360 360 359 359 149,400.00 2250 No 360 360 360 358 358 133,000.00 2251 No 360 360 360 359 359 359,980.00 2252 Yes 360 480 480 359 479 131,900.00 2253 No 360 360 360 358 358 73,800.00 2254 Yes 360 480 481 359 480 191,250.00 2255 No 360 360 360 359 359 212,000.00 2256 Yes 360 480 480 359 479 416,250.00 2257 No 360 360 360 359 359 400,000.00 2258 No 360 360 360 358 358 209,950.00 2259 No 360 360 360 359 359 105,000.00 2260 No 360 360 361 358 358 80,000.00 2261 No 360 360 360 358 358 91,800.00 2262 No 360 360 360 358 358 217,000.00 2263 No 360 360 360 359 359 233,750.00 2264 No 360 360 360 358 358 535,500.00 2265 No 360 360 360 358 358 230,000.00 2266 No 360 360 360 359 359 97,850.00 2267 No 360 360 360 357 357 127,600.00 2268 Yes 360 480 480 359 479 165,000.00 2269 Yes 360 480 480 359 479 238,000.00 2270 No 360 360 360 359 359 105,975.00 2271 No 360 360 360 359 359 128,000.00 2272 No 360 360 361 356 356 86,000.00 2273 No 360 360 360 356 356 153,000.00 2274 Yes 180 360 360 176 353 72,000.00 2275 No 360 360 360 357 357 202,500.00 2276 Yes 180 360 360 176 356 44,000.00 2277 No 180 180 180 173 173 164,000.00 2278 No 360 360 360 353 353 216,400.00 2279 No 360 360 360 354 354 56,500.00 2280 No 360 360 360 353 353 73,900.00 2281 No 360 360 360 357 357 220,000.00 2282 No 360 360 360 357 357 288,000.00 2283 No 360 360 360 357 357 274,500.00 2284 No 360 360 360 355 355 438,400.00 2285 No 360 360 361 355 356 109,600.00 2286 No 360 360 360 359 359 165,000.00 2287 Yes 360 480 480 359 479 358,000.00 2288 No 360 360 360 359 359 373,200.00 2289 No 360 360 360 359 359 410,400.00 2290 No 360 360 360 359 359 92,200.00 2291 Yes 360 480 480 359 479 102,000.00 2292 No 360 360 360 359 359 225,000.00 2293 Yes 360 480 480 359 479 210,000.00 2294 No 360 360 360 359 359 103,000.00 2295 No 360 360 360 359 359 108,000.00 2296 No 360 360 360 359 359 110,400.00 2297 No 360 360 360 359 359 20,700.00 2298 No 360 360 360 359 359 300,000.00 2299 Yes 360 480 480 359 479 421,000.00 2300 Yes 360 480 480 359 479 140,250.00 2301 No 180 180 180 179 179 54,000.00 2302 No 360 360 360 359 359 253,400.00 2303 No 360 360 360 359 359 175,000.00 2304 Yes 360 480 480 359 479 487,800.00 2305 Yes 360 480 480 359 479 372,000.00 2306 Yes 360 480 480 359 479 292,500.00 2307 No 360 360 360 359 359 110,500.00 2308 No 360 360 360 359 359 229,500.00 2309 No 360 360 360 359 359 355,500.00 2310 Yes 360 480 480 359 479 263,500.00 2311 No 360 360 360 359 359 81,225.00 2312 Yes 360 480 480 357 477 261,250.00 2313 Yes 360 480 480 359 479 235,642.00 2314 No 360 360 360 358 358 162,450.00 2315 Yes 360 480 480 358 478 234,500.00 2316 No 360 360 360 358 358 395,000.00 2317 Yes 360 480 480 359 479 400,000.00 2318 Yes 360 480 480 358 478 479,655.00 2319 Yes 360 480 480 359 479 171,000.00 2320 No 360 360 360 358 358 175,500.00 2321 No 360 360 360 359 359 81,450.00 2322 Yes 360 480 480 358 477 210,400.00 2323 Yes 360 480 480 358 478 285,750.00 2324 No 360 360 360 359 359 90,300.00 2325 No 360 360 360 358 358 84,800.00 2326 No 360 360 360 359 359 288,900.00 2327 No 360 360 360 358 358 290,000.00 2328 No 360 360 360 359 359 276,000.00 2329 Yes 180 360 360 179 359 89,995.00 2330 Yes 360 480 480 358 478 104,000.00 2331 Yes 360 480 480 359 479 378,750.00 2332 Yes 360 480 481 359 480 168,300.00 2333 No 360 360 360 359 359 106,400.00 2334 No 360 360 360 359 359 350,000.00 2335 No 360 360 360 359 359 220,800.00 2336 Yes 180 360 360 179 359 55,200.00 2337 Yes 360 480 481 358 479 348,800.00 2338 No 360 360 360 359 359 171,000.00 2339 No 360 360 360 358 358 156,000.00 2340 No 360 360 360 358 358 377,000.00 2341 No 360 360 360 359 359 480,000.00 2342 Yes 180 360 360 179 359 120,000.00 2343 No 360 360 360 359 359 175,500.00 2344 No 360 360 360 358 358 153,580.00 2345 No 360 360 360 355 355 63,000.00 2346 No 360 360 360 358 358 135,150.00 2347 No 360 360 360 356 356 208,560.00 2348 Yes 360 480 480 358 478 244,000.00 2349 No 360 360 360 358 358 320,000.00 2350 No 360 360 360 357 357 213,750.00 2351 No 360 360 360 359 359 467,500.00 2352 No 360 360 360 359 359 132,000.00 2353 Yes 180 360 360 179 359 33,000.00 2354 Yes 360 480 480 359 479 300,000.00 2355 No 360 360 360 359 359 71,250.00 2356 Yes 360 480 480 359 479 242,000.00 2357 No 360 360 360 359 359 84,600.00 2358 Yes 360 480 481 359 480 288,000.00 2359 No 360 360 360 359 359 151,900.00 2360 Yes 180 360 360 179 359 69,000.00 2361 No 360 360 360 359 359 517,500.00 2362 Yes 360 480 481 359 480 291,000.00 2363 No 360 360 360 358 358 77,000.00 2364 No 360 360 360 359 359 513,000.00 2365 No 360 360 360 358 358 222,300.00 2366 No 360 360 360 358 358 240,000.00 2367 No 360 360 360 359 359 67,500.00 2368 No 360 360 360 357 357 135,000.00 2369 Yes 360 480 480 359 479 112,500.00 2370 No 360 360 360 359 359 255,000.00 2371 No 360 360 360 358 358 93,345.00 2372 No 360 360 360 359 359 169,150.00 2373 No 360 360 360 359 359 171,500.00 2374 No 360 360 361 359 360 101,500.00 2375 No 360 360 360 358 358 139,000.00 2376 No 360 360 360 359 359 50,000.00 2377 Yes 360 480 480 359 479 242,250.00 2378 No 360 360 360 357 357 81,000.00 2379 No 360 360 360 357 357 153,000.00 2380 No 360 360 360 357 357 225,360.00 2381 Yes 180 360 360 177 357 56,340.00 2382 No 360 360 360 357 357 204,400.00 2383 No 360 360 360 357 357 240,000.00 2384 No 360 360 360 357 357 104,000.00 2385 Yes 180 360 360 177 357 26,000.00 2386 No 360 360 360 354 354 89,000.00 2387 No 360 360 360 357 357 201,500.00 2388 No 360 360 360 357 357 286,400.00 2389 Yes 180 360 360 177 357 71,600.00 2390 No 360 360 360 357 357 50,001.00 2391 No 360 360 360 357 357 105,000.00 2392 No 360 360 360 357 357 160,000.00 2393 No 180 180 180 177 177 76,000.00 2394 No 360 360 360 357 357 83,000.00 2395 No 360 360 360 357 357 161,150.00 2396 No 360 360 360 357 357 225,000.00 2397 Yes 180 360 360 177 357 18,000.00 2398 No 360 360 360 357 357 125,000.00 2399 No 360 360 360 357 357 127,218.00 2400 No 360 360 360 357 357 286,400.00 2401 No 360 360 360 357 357 560,000.00 2402 Yes 180 360 360 177 357 140,000.00 2403 No 360 360 360 357 357 92,500.00 2404 No 180 180 180 177 177 290,000.00 2405 No 360 360 360 357 357 145,000.00 2406 No 360 360 360 357 357 85,600.00 2407 No 360 360 360 357 357 88,000.00 2408 No 360 360 360 357 357 116,500.00 2409 No 360 360 360 357 357 408,000.00 2410 No 360 360 360 357 357 215,920.00 2411 No 360 360 360 357 357 158,000.00 2412 No 360 360 360 357 357 450,000.00 2413 No 360 360 360 357 357 125,000.00 2414 No 360 360 360 357 357 290,000.00 2415 No 360 360 360 357 357 136,000.00 2416 No 360 360 360 357 357 210,000.00 2417 No 360 360 360 357 357 72,720.00 2418 No 360 360 360 357 357 239,200.00 2419 Yes 180 360 360 177 357 59,800.00 2420 Yes 180 360 360 177 357 17,300.00 2421 No 360 360 360 357 357 87,250.00 2422 No 360 360 360 357 357 189,000.00 2423 No 360 360 360 357 357 140,000.00 2424 No 360 360 360 357 357 200,000.00 2425 Yes 180 360 360 177 357 50,000.00 2426 Yes 180 360 360 177 357 47,500.00 2427 No 360 360 360 357 357 91,000.00 2428 No 360 360 360 357 357 90,000.00 2429 No 360 360 360 357 357 103,500.00 2430 No 360 360 360 357 357 163,000.00 2431 No 360 360 360 357 351 63,000.00 2432 No 360 360 360 357 357 120,800.00 2433 Yes 180 360 360 177 357 30,200.00 2434 No 360 360 360 357 357 232,000.00 2435 No 360 360 360 357 357 91,000.00 2436 No 360 360 360 357 357 144,000.00 2437 No 360 360 360 357 357 535,000.00 2438 Yes 180 360 360 177 357 71,600.00 2439 No 360 360 360 357 357 50,050.00 2440 No 360 360 360 357 357 94,000.00 2441 No 360 360 360 357 357 143,450.00 2442 No 360 360 360 357 357 375,100.00 2443 Yes 180 360 360 177 357 22,000.00 2444 No 360 360 360 357 357 84,000.00 2445 No 360 360 360 357 357 99,000.00 2446 No 360 360 360 357 357 212,000.00 2447 No 360 360 360 357 357 92,000.00 2448 No 360 360 360 357 357 110,400.00 2449 Yes 180 360 360 177 355 27,600.00 2450 No 360 360 360 357 357 326,000.00 2451 No 360 360 360 357 357 100,800.00 2452 Yes 180 360 360 177 357 25,200.00 2453 No 360 360 360 357 357 190,000.00 2454 No 360 360 360 357 357 80,000.00 2455 No 360 360 360 357 357 143,500.00 2456 No 360 360 360 357 357 80,000.00 2457 No 360 360 360 357 357 96,710.00 2458 No 360 360 360 357 357 69,520.00 2459 Yes 180 360 360 177 357 23,000.00 2460 No 360 360 360 357 357 224,000.00 2461 No 360 360 360 357 357 103,000.00 2462 Yes 360 480 480 356 476 148,000.00 2463 No 360 360 360 356 356 37,000.00 2464 No 360 360 360 357 357 99,000.00 2465 No 360 360 360 357 357 235,000.00 2466 No 360 360 360 358 358 120,000.00 2467 No 360 360 360 358 358 85,000.00 2468 No 360 360 361 357 358 124,950.00 2469 No 360 360 360 358 358 148,500.00 2470 Yes 360 480 480 358 478 85,000.00 2471 No 360 360 360 358 358 120,000.00 2472 Yes 360 480 480 358 478 86,700.00 2473 Yes 180 360 360 178 358 139,000.00 2474 No 360 360 360 358 358 556,000.00 2475 Yes 360 480 480 359 479 148,400.00 2476 Yes 360 480 480 359 479 263,000.00 2477 Yes 360 480 480 359 479 432,000.00 2478 Yes 360 480 480 359 479 344,000.00 2479 No 360 360 360 359 359 72,700.00 2480 Yes 360 600 600 359 599 445,500.00 2481 Yes 360 480 480 359 479 101,000.00 2482 No 360 360 360 359 359 582,350.00 2483 Yes 360 600 600 359 599 306,000.00 2484 Yes 360 480 480 359 479 290,000.00 2485 No 360 360 360 359 359 148,000.00 2486 Yes 360 480 480 359 479 203,000.00 2487 No 360 360 360 359 359 274,000.00 2488 No 360 360 360 359 359 306,600.00 2489 Yes 360 480 480 359 479 214,700.00 2490 Yes 360 600 600 359 599 304,000.00 2491 No 360 480 479 359 479 750,000.00 2492 No 360 360 360 359 359 147,900.00 2493 No 360 360 360 359 359 148,750.00 2494 No 360 360 360 359 359 70,000.00 2495 No 360 360 360 359 359 179,100.00 2496 Yes 360 480 480 359 479 300,000.00 2497 No 360 360 360 359 359 164,000.00 2498 Yes 360 600 600 359 599 262,800.00 2499 Yes 360 480 480 359 479 408,000.00 2500 No 360 360 360 359 356 138,965.00 2501 Yes 360 600 600 359 599 624,000.00 2502 Yes 180 360 360 179 359 117,000.00 2503 Yes 360 480 480 359 479 123,000.00 2504 Yes 360 480 480 359 479 132,300.00 2505 No 360 360 360 359 359 56,000.00 2506 Yes 360 480 480 359 479 224,000.00 2507 Yes 360 480 480 359 479 119,000.00 2508 No 360 360 360 359 359 214,500.00 2509 Yes 360 480 480 359 479 156,500.00 2510 No 360 360 360 359 359 117,375.00 2511 No 360 360 360 359 359 135,750.00 2512 No 360 360 360 359 359 637,500.00 2513 No 360 360 360 359 359 120,000.00 2514 No 360 360 360 359 359 55,800.00 2515 Yes 360 480 480 359 479 170,950.00 2516 No 360 360 360 359 359 56,250.00 2517 Yes 360 480 480 359 479 328,500.00 2518 Yes 360 480 480 359 479 206,400.00 2519 Yes 360 480 480 359 479 204,250.00 2520 Yes 360 480 480 359 479 234,000.00 2521 Yes 360 480 480 359 479 416,000.00 2522 No 360 360 360 359 359 450,500.00 2523 Yes 360 480 480 359 479 252,000.00 2524 No 360 360 360 359 359 63,000.00 2525 No 360 360 360 359 359 278,000.00 2526 Yes 360 480 480 359 479 168,000.00 2527 No 360 360 360 359 359 220,000.00 2528 No 360 360 360 359 359 297,000.00 2529 No 360 360 360 359 359 108,000.00 2530 No 360 360 360 359 359 209,700.00 2531 No 360 360 360 359 359 146,700.00 2532 No 360 360 360 359 359 128,000.00 2533 Yes 360 480 480 359 479 64,000.00 2534 Yes 360 600 600 359 599 349,000.00 2535 Yes 360 480 480 359 479 400,500.00 2536 No 360 360 360 359 359 201,825.00 2537 Yes 360 480 480 359 479 100,000.00 2538 Yes 360 600 600 359 599 315,000.00 2539 No 360 360 360 359 359 492,750.00 2540 Yes 360 600 600 359 599 328,500.00 2541 No 360 360 360 359 359 517,750.00 2542 Yes 360 480 480 359 479 216,750.00 2543 Yes 360 600 600 359 599 193,500.00 2544 No 360 480 479 359 479 198,720.00 2545 Yes 360 480 480 359 479 548,250.00 2546 No 360 360 360 359 359 289,600.00 2547 No 360 360 360 359 359 200,000.00 2548 Yes 360 480 480 359 479 850,000.00 2549 No 360 360 360 359 359 265,000.00 2550 No 360 360 360 359 359 360,000.00 2551 No 360 360 360 359 359 103,500.00 2552 Yes 360 480 480 359 479 225,000.00 2553 No 360 360 360 359 359 80,800.00 2554 No 360 360 360 359 359 178,100.00 2555 No 360 360 360 359 359 60,000.00 2556 No 360 360 360 359 359 650,000.00 2557 Yes 360 480 480 359 479 328,500.00 2558 Yes 360 600 600 359 599 297,500.00 2559 Yes 360 600 600 359 599 220,000.00 2560 Yes 180 360 360 179 353 59,000.00 2561 Yes 360 480 480 359 479 236,000.00 2562 Yes 180 360 360 179 359 134,000.00 2563 Yes 360 600 600 359 599 536,000.00 2564 No 360 360 360 359 359 630,000.00 2565 Yes 360 480 480 359 479 243,000.00 2566 No 360 360 360 359 359 242,000.00 2567 Yes 360 480 480 359 479 139,000.00 2568 No 360 360 360 359 359 150,000.00 2569 No 240 240 240 239 239 90,000.00 2570 Yes 360 480 480 359 479 323,000.00 2571 No 360 360 360 359 359 206,250.00 2572 Yes 360 480 480 359 479 200,000.00 2573 Yes 360 480 480 359 479 244,000.00 2574 Yes 360 600 600 359 599 700,000.00 2575 No 360 360 360 359 359 25,000.00 2576 Yes 360 480 480 359 479 229,500.00 2577 Yes 360 600 600 359 599 297,500.00 2578 No 360 360 360 359 359 130,000.00 2579 No 360 360 360 359 359 70,200.00 2580 No 360 360 360 359 359 212,800.00 2581 No 360 360 360 359 359 126,750.00 2582 No 360 360 360 359 359 427,000.00 2583 Yes 360 480 480 359 479 173,600.00 2584 No 360 360 360 359 359 245,000.00 2585 Yes 360 480 480 359 479 175,750.00 2586 Yes 360 480 480 359 479 268,500.00 2587 Yes 360 480 480 359 479 628,500.00 2588 No 360 360 360 359 359 162,900.00 2589 No 360 360 360 359 359 110,250.00 2590 No 360 360 360 359 359 269,000.00 2591 No 360 360 360 359 359 234,000.00 2592 No 360 360 360 359 359 232,500.00 2593 No 360 360 360 359 359 114,800.00 2594 Yes 360 480 480 359 479 516,500.00 2595 No 360 360 360 359 359 157,500.00 2596 Yes 360 480 480 359 479 350,000.00 2597 No 360 360 360 359 359 287,000.00 2598 Yes 360 600 600 359 599 356,250.00 2599 No 360 360 360 359 359 749,999.00 2600 No 360 360 360 359 359 336,000.00 2601 Yes 360 480 480 359 479 197,000.00 2602 Yes 360 480 480 359 479 223,250.00 2603 Yes 360 480 480 359 479 338,800.00 2604 No 360 360 360 359 359 236,700.00 2605 No 360 360 360 359 359 208,250.00 2606 Yes 360 600 600 359 599 290,700.00 2607 No 360 480 479 359 479 190,000.00 2608 Yes 360 600 600 359 599 427,500.00 2609 Yes 360 480 480 359 479 153,000.00 2610 Yes 360 480 480 359 479 375,000.00 2611 Yes 360 480 480 359 479 195,000.00 2612 No 360 360 360 359 359 405,000.00 2613 Yes 360 480 480 359 479 113,750.00 2614 No 360 360 360 359 359 400,000.00 2615 Yes 360 480 480 359 479 200,000.00 2616 Yes 360 480 480 359 479 104,000.00 2617 No 360 360 360 359 359 86,000.00 2618 No 360 360 360 359 359 344,000.00 2619 Yes 180 360 360 179 359 118,600.00 2620 No 360 360 360 359 359 474,400.00 2621 No 360 360 360 359 359 356,250.00 2622 Yes 360 480 480 359 479 285,000.00 2623 No 360 360 360 359 359 77,700.00 2624 No 360 360 360 359 359 40,000.00 2625 No 360 360 360 359 359 160,000.00 2626 No 360 360 360 359 359 292,000.00 2627 No 360 360 360 359 359 468,000.00 2628 Yes 360 480 480 359 479 576,000.00 2629 Yes 180 360 360 179 359 87,750.00 2630 No 360 360 360 359 359 164,000.00 2631 No 360 360 360 359 359 41,000.00 2632 No 360 360 360 359 359 579,200.00 2633 No 360 360 360 359 359 144,800.00 2634 Yes 360 600 600 359 599 288,000.00 2635 No 360 360 360 359 359 256,500.00 2636 Yes 360 480 480 359 479 209,000.00 2637 Yes 360 600 600 359 599 380,000.00 2638 Yes 360 480 480 359 479 390,000.00 2639 Yes 360 480 480 359 479 240,000.00 2640 Yes 360 480 480 359 479 248,000.00 2641 No 360 360 360 359 359 320,000.00 2642 Yes 180 360 360 179 359 62,000.00 2643 Yes 360 480 480 359 479 120,600.00 2644 Yes 360 480 480 359 479 147,000.00 2645 Yes 360 480 480 359 479 120,000.00 2646 Yes 360 480 480 359 479 162,000.00 2647 No 360 360 360 359 359 124,000.00 2648 Yes 360 480 480 359 479 279,000.00 2649 No 360 360 360 359 359 483,000.00 2650 No 360 360 360 359 359 238,000.00 2651 Yes 360 480 480 359 479 250,000.00 2652 Yes 360 480 480 359 479 504,800.00 2653 No 360 360 360 359 359 398,000.00 2654 Yes 360 600 600 359 599 336,000.00 2655 Yes 360 480 480 359 479 188,500.00 2656 Yes 180 360 360 179 359 99,500.00 2657 No 360 360 360 359 359 190,400.00 2658 No 360 360 360 359 359 47,600.00 2659 No 360 360 360 359 359 616,250.00 2660 Yes 360 480 480 359 479 798,000.00 2661 No 360 360 360 359 359 284,000.00 2662 Yes 360 480 480 359 479 168,500.00 2663 No 360 360 360 359 359 140,000.00 2664 No 360 360 360 359 359 129,500.00 2665 Yes 360 480 480 359 479 95,400.00 2666 No 360 360 360 359 359 238,000.00 2667 No 360 360 360 359 359 160,510.00 2668 Yes 360 480 480 359 479 98,200.00 2669 Yes 180 360 360 179 359 25,000.00 2670 Yes 360 480 480 359 479 188,300.00 2671 No 360 360 360 359 359 176,800.00 2672 Yes 360 480 480 359 479 200,000.00 2673 No 360 360 360 359 359 223,250.00 2674 Yes 360 480 480 359 479 196,200.00 2675 No 360 360 360 359 359 167,000.00 2676 No 360 360 360 359 359 213,750.00 2677 No 360 360 360 359 359 57,800.00 2678 No 360 360 360 359 359 244,800.00 2679 No 360 360 360 359 359 125,000.00 2680 No 360 360 360 359 359 165,000.00 2681 No 360 360 360 359 359 187,000.00 2682 Yes 360 480 480 359 479 134,900.00 2683 Yes 360 480 480 359 479 300,000.00 2684 No 360 360 360 359 357 72,000.00 2685 No 360 360 360 359 359 180,000.00 2686 No 360 360 360 359 359 230,000.00 2687 No 360 360 360 359 359 422,500.00 2688 Yes 360 480 480 359 479 590,750.00 2689 No 360 360 360 359 359 138,225.00 2690 No 360 360 360 359 359 123,250.00 2691 Yes 360 600 600 359 599 130,900.00 2692 No 360 360 360 359 359 240,000.00 2693 Yes 180 360 360 179 359 60,000.00 2694 Yes 360 480 480 359 479 117,000.00 2695 No 360 360 360 359 359 180,000.00 2696 No 180 180 180 179 179 464,000.00 2697 Yes 360 480 480 359 479 160,000.00 2698 Yes 180 360 360 179 359 40,000.00 2699 Yes 360 600 600 359 599 173,850.00 2700 No 360 360 360 359 359 220,000.00 2701 Yes 360 480 480 359 479 102,000.00 2702 Yes 360 600 600 359 599 556,750.00 2703 No 360 360 360 359 359 128,000.00 2704 No 360 360 360 359 359 33,800.00 2705 No 360 360 360 359 359 135,200.00 2706 No 360 360 360 359 359 218,700.00 2707 No 360 360 360 359 359 420,000.00 2708 No 360 360 360 359 359 190,000.00 2709 No 360 360 360 359 359 47,500.00 2710 No 360 360 360 359 359 119,400.00 2711 Yes 360 600 600 359 599 360,000.00 2712 No 360 360 360 359 359 240,000.00 2713 No 360 360 360 359 359 60,000.00 2714 Yes 360 480 480 359 479 145,000.00 2715 No 360 360 360 359 359 263,700.00 2716 No 360 360 360 359 359 50,000.00 2717 No 360 360 360 359 359 200,000.00 2718 Yes 360 480 480 359 479 225,000.00 2719 No 360 360 360 359 359 352,000.00 2720 No 360 360 360 359 359 59,920.00 2721 No 360 360 360 359 359 540,000.00 2722 No 360 360 360 359 359 112,500.00 2723 No 360 360 360 359 359 51,100.00 2724 Yes 360 480 480 359 466 125,000.00 2725 No 360 360 360 359 359 147,550.00 2726 No 360 360 360 359 359 252,000.00 2727 Yes 360 600 600 359 599 118,000.00 2728 No 360 360 360 359 359 280,000.00 2729 Yes 360 480 480 359 479 139,000.00 2730 Yes 360 480 480 359 479 173,700.00 2731 Yes 360 600 600 359 599 745,000.00 2732 Yes 360 480 480 359 479 175,000.00 2733 Yes 360 480 480 359 479 220,000.00 2734 Yes 360 480 480 359 479 900,000.00 2735 Yes 180 360 360 179 359 53,000.00 2736 Yes 360 480 480 359 479 212,000.00 2737 Yes 360 480 480 359 479 248,000.00 2738 No 360 360 360 359 359 67,200.00 2739 Yes 360 480 480 359 479 173,250.00 2740 No 360 360 360 359 359 131,750.00 2741 No 360 360 360 359 359 185,000.00 2742 Yes 360 480 480 359 461 360,000.00 2743 Yes 360 480 480 359 479 280,250.00 2744 Yes 360 480 480 359 479 209,000.00 2745 No 360 360 360 359 359 240,000.00 2746 Yes 360 480 480 359 479 240,000.00 2747 Yes 360 480 480 359 479 162,500.00 2748 No 360 360 360 359 359 386,400.00 2749 Yes 180 360 360 179 359 96,600.00 2750 No 360 360 360 359 359 222,400.00 2751 Yes 360 480 480 359 479 334,000.00 2752 Yes 360 600 600 359 599 425,000.00 2753 Yes 360 480 480 359 479 444,000.00 2754 Yes 360 480 480 359 479 598,500.00 2755 No 360 360 360 359 359 77,000.00 2756 No 360 360 360 359 359 25,000.00 2757 Yes 360 480 480 359 479 342,000.00 2758 No 360 360 360 359 359 272,000.00 2759 No 360 360 360 359 359 68,000.00 2760 No 360 360 360 359 359 515,850.00 2761 Yes 360 480 480 359 479 217,000.00 2762 Yes 360 480 480 359 479 319,500.00 2763 No 360 360 360 359 359 340,000.00 2764 No 360 360 360 359 359 270,750.00 2765 Yes 360 600 600 359 599 236,300.00 2766 No 360 360 360 359 359 85,000.00 2767 Yes 360 480 480 359 479 122,000.00 2768 Yes 360 480 480 359 479 382,500.00 2769 Yes 180 360 360 179 359 130,000.00 2770 Yes 360 480 480 359 479 520,000.00 2771 Yes 360 480 480 359 479 424,800.00 2772 No 360 360 360 359 359 374,000.00 2773 No 360 360 360 359 359 190,000.00 2774 Yes 180 360 360 179 359 81,600.00 2775 No 360 360 360 359 359 326,400.00 2776 Yes 360 600 600 359 599 156,000.00 2777 Yes 180 360 360 179 359 101,000.00 2778 No 360 360 360 359 359 539,750.00 2779 Yes 360 480 480 359 479 404,000.00 2780 No 360 360 360 359 359 238,000.00 2781 Yes 360 480 480 359 479 125,000.00 2782 No 360 480 479 359 479 450,000.00 2783 No 360 360 360 359 359 95,400.00 2784 No 360 360 360 359 359 544,000.00 2785 No 360 360 360 359 359 136,000.00 2786 Yes 360 480 480 359 479 308,000.00 2787 No 360 360 360 359 359 490,000.00 2788 No 360 360 360 359 359 90,180.00 2789 No 360 360 360 359 359 360,720.00 2790 No 360 360 360 359 359 80,750.00 2791 No 360 360 360 359 359 740,000.00 2792 No 360 360 360 359 359 569,500.00 2793 No 360 360 360 359 359 281,200.00 2794 No 360 360 360 359 359 663,500.00 2795 Yes 360 480 480 359 479 120,150.00 2796 Yes 360 600 600 359 599 406,000.00 2797 Yes 360 480 480 359 479 225,000.00 2798 Yes 360 480 480 359 479 330,000.00 2799 No 360 360 360 359 359 486,000.00 2800 Yes 360 600 600 359 599 345,000.00 2801 Yes 360 480 480 359 479 266,000.00 2802 No 360 360 360 359 359 59,500.00 2803 No 360 360 360 359 359 375,000.00 2804 Yes 360 480 480 359 479 159,600.00 2805 No 360 360 360 359 359 450,000.00 2806 No 360 360 360 359 359 110,000.00 2807 Yes 360 480 480 359 479 145,000.00 2808 No 360 360 360 359 359 440,000.00 2809 No 360 360 360 359 359 456,000.00 2810 No 360 360 360 359 359 216,000.00 2811 Yes 180 360 360 179 359 114,000.00 2812 No 360 360 360 359 359 282,750.00 2813 Yes 360 480 480 359 479 566,100.00 2814 No 360 360 360 359 359 110,000.00 2815 No 360 360 360 359 359 150,000.00 2816 No 360 360 360 359 359 120,000.00 2817 No 360 360 360 359 359 256,500.00 2818 No 360 360 360 359 359 720,000.00 2819 Yes 360 600 600 359 599 162,500.00 2820 No 360 360 360 359 359 285,000.00 2821 No 360 360 360 359 359 170,000.00 2822 Yes 360 480 480 359 479 185,000.00 2823 No 240 240 240 239 239 105,000.00 2824 No 360 360 360 359 359 100,500.00 2825 No 360 360 360 359 359 132,000.00 2826 No 360 360 360 359 359 147,000.00 2827 Yes 360 480 480 359 479 480,000.00 2828 No 360 360 360 359 359 448,000.00 2829 No 360 360 360 359 359 165,750.00 2830 Yes 360 480 480 359 479 240,000.00 2831 Yes 360 480 480 359 479 263,500.00 2832 Yes 360 600 600 359 599 224,000.00 2833 Yes 360 480 480 359 479 152,000.00 2834 Yes 180 360 360 179 359 38,000.00 2835 Yes 360 480 480 359 479 445,000.00 2836 No 360 360 360 359 357 285,000.00 2837 Yes 360 480 480 359 479 310,000.00 2838 No 360 360 360 359 359 188,000.00 2839 Yes 360 480 480 359 479 251,000.00 2840 No 360 480 479 359 479 460,000.00 2841 Yes 180 360 360 179 359 175,000.00 2842 No 360 360 360 359 359 700,000.00 2843 Yes 360 600 600 359 599 423,000.00 2844 No 360 360 360 359 359 551,000.00 2845 Yes 360 600 600 359 599 522,000.00 2846 Yes 360 480 480 359 479 79,200.00 2847 No 360 360 360 359 359 50,001.00 2848 Yes 360 480 480 359 479 274,550.00 2849 No 240 240 240 239 239 155,000.00 2850 No 360 360 360 359 359 35,895.00 2851 No 360 360 360 359 359 143,581.00 2852 No 360 360 360 359 359 249,000.00 2853 Yes 360 480 480 359 479 299,700.00 2854 No 360 360 360 359 359 956,250.00 2855 No 360 360 360 359 359 303,300.00 2856 No 360 360 360 359 359 370,500.00 2857 No 360 360 360 359 359 151,200.00 2858 No 360 360 360 359 359 185,000.00 2859 No 360 360 360 359 359 476,000.00 2860 No 360 360 360 359 359 264,000.00 2861 No 360 360 360 359 359 112,000.00 2862 No 360 360 360 359 359 28,000.00 2863 No 360 360 360 359 359 166,500.00 2864 No 360 360 360 359 359 406,725.00 2865 Yes 360 600 600 359 599 113,000.00 2866 No 360 360 360 359 359 80,000.00 2867 Yes 180 360 360 179 359 59,600.00 2868 Yes 360 480 480 359 479 238,400.00 2869 Yes 360 480 480 359 479 244,000.00 2870 No 360 360 360 359 359 297,000.00 2871 Yes 360 480 480 359 479 270,000.00 2872 No 360 360 360 359 359 178,200.00 2873 No 360 360 360 359 359 436,500.00 2874 No 360 360 360 359 359 64,000.00 2875 No 360 360 360 359 359 363,700.00 2876 Yes 360 480 480 359 479 258,000.00 2877 Yes 360 480 480 359 479 123,000.00 2878 Yes 360 480 480 359 479 197,000.00 2879 No 360 360 360 359 359 351,000.00 2880 No 360 360 360 359 359 341,000.00 2881 Yes 360 600 600 359 599 202,300.00 2882 Yes 360 600 600 359 599 195,000.00 2883 Yes 360 600 600 359 599 176,000.00 2884 No 360 360 360 359 359 57,000.00 2885 No 360 360 360 359 359 148,750.00 2886 No 360 360 360 359 359 535,230.00 2887 No 360 360 360 359 359 383,400.00 2888 Yes 360 480 480 359 479 337,500.00 2889 Yes 360 600 600 359 599 275,010.00 2890 Yes 360 480 480 359 479 232,000.00 2891 Yes 360 480 480 359 479 238,000.00 2892 No 360 360 360 359 359 108,000.00 2893 No 360 360 360 359 359 413,000.00 2894 Yes 360 600 600 359 599 390,000.00 2895 Yes 360 600 600 359 599 318,000.00 2896 No 360 360 360 359 359 62,000.00 2897 Yes 360 480 480 359 479 323,000.00 2898 Yes 360 480 480 359 479 220,500.00 2899 Yes 360 600 600 359 599 231,300.00 2900 No 360 360 360 359 357 66,000.00 2901 No 360 360 360 359 359 521,500.00 2902 Yes 360 480 480 359 479 168,000.00 2903 Yes 360 480 480 359 479 286,000.00 2904 No 360 360 360 359 359 210,000.00 2905 No 360 360 360 359 359 171,500.00 2906 Yes 360 480 480 359 479 339,000.00 2907 No 360 360 360 359 359 70,000.00 2908 Yes 360 480 480 359 479 246,150.00 2909 No 360 360 360 359 359 169,000.00 2910 Yes 360 480 480 359 479 250,000.00 2911 No 360 360 360 359 359 365,000.00 2912 Yes 360 480 480 359 479 372,000.00 2913 No 360 360 360 359 359 60,900.00 2914 No 360 360 360 359 359 300,000.00 2915 Yes 360 480 480 359 479 545,000.00 2916 No 360 360 360 359 359 485,000.00 2917 Yes 360 480 480 359 479 250,000.00 2918 Yes 360 480 480 359 479 315,000.00 2919 Yes 360 600 600 359 599 310,500.00 2920 No 360 360 360 359 359 193,500.00 2921 Yes 360 480 480 359 479 383,250.00 2922 No 360 360 360 359 359 511,000.00 2923 No 360 360 360 359 359 243,750.00 2924 No 360 360 360 359 359 93,750.00 2925 No 360 360 360 359 359 336,000.00 2926 Yes 360 480 480 359 479 288,000.00 2927 No 360 360 360 359 359 202,500.00 2928 Yes 360 480 480 359 479 200,000.00 2929 Yes 360 600 600 359 599 286,900.00 2930 No 360 360 360 359 359 257,550.00 2931 Yes 360 480 480 359 479 388,000.00 2932 No 360 360 360 359 359 92,000.00 2933 No 360 360 360 359 359 83,000.00 2934 No 360 360 360 359 359 82,600.00 2935 Yes 360 480 480 359 479 481,500.00 2936 No 360 360 360 359 359 248,000.00 2937 Yes 360 480 480 359 479 493,000.00 2938 No 360 360 360 359 359 138,000.00 2939 Yes 360 600 600 359 599 367,500.00 2940 No 360 360 360 359 359 312,000.00 2941 No 360 360 360 359 359 168,000.00 2942 Yes 360 480 480 359 479 672,000.00 2943 No 360 360 360 359 359 152,685.00 2944 Yes 360 480 480 359 479 221,000.00 2945 Yes 360 480 480 359 479 52,700.00 2946 No 360 360 360 359 359 352,750.00 2947 No 360 360 360 359 359 186,300.00 2948 Yes 360 480 480 359 479 508,250.00 2949 Yes 360 480 480 359 479 210,000.00 2950 Yes 360 600 600 359 599 220,000.00 2951 Yes 360 480 480 359 479 265,900.00 2952 No 360 360 360 359 359 55,000.00 2953 No 360 360 360 359 359 468,000.00 2954 No 360 360 360 359 359 263,200.00 2955 Yes 360 480 480 359 479 369,000.00 2956 No 360 360 360 359 359 170,000.00 2957 Yes 360 480 480 359 479 267,750.00 2958 Yes 360 480 480 359 479 348,000.00 2959 Yes 360 480 480 359 479 382,500.00 2960 No 360 360 360 359 359 175,750.00 2961 No 360 360 360 359 359 152,000.00 2962 No 360 360 360 359 359 666,000.00 2963 Yes 360 480 480 359 479 360,000.00 2964 No 360 360 360 359 359 63,000.00 2965 Yes 360 480 480 359 479 327,250.00 2966 No 360 360 360 359 359 427,500.00 2967 Yes 360 480 480 359 479 347,000.00 2968 Yes 180 360 360 179 359 63,000.00 2969 No 360 360 360 359 359 252,000.00 2970 Yes 360 480 480 359 479 238,500.00 2971 Yes 360 600 600 359 599 310,500.00 2972 Yes 360 480 480 359 479 205,000.00 2973 No 360 360 360 359 359 161,500.00 2974 No 360 360 360 359 359 515,420.00 2975 No 360 360 360 359 359 356,155.00 2976 No 360 360 360 359 359 188,000.00 2977 No 180 180 180 179 179 300,000.00 2978 Yes 360 600 600 359 599 146,250.00 2979 Yes 360 600 600 359 599 450,000.00 2980 No 360 360 360 359 359 277,500.00 2981 Yes 360 480 480 359 479 147,250.00 2982 No 360 360 360 359 359 361,250.00 2983 No 360 360 360 359 359 107,000.00 2984 Yes 360 480 480 359 479 175,000.00 2985 No 360 360 360 359 359 328,500.00 2986 Yes 360 480 480 359 479 211,600.00 2987 Yes 180 360 360 179 359 52,900.00 2988 No 360 360 360 359 359 46,000.00 2989 No 360 360 360 359 359 184,000.00 2990 Yes 360 480 480 359 479 144,900.00 2991 Yes 360 600 600 359 599 589,000.00 2992 No 360 360 360 359 359 138,000.00 2993 Yes 180 360 360 179 359 34,500.00 2994 No 360 360 360 359 359 100,000.00 2995 No 360 360 360 359 359 85,000.00 2996 No 360 360 360 359 359 105,400.00 2997 Yes 360 480 480 359 479 229,900.00 2998 No 360 360 360 359 359 57,000.00 2999 No 360 360 360 359 359 288,000.00 3000 No 360 360 360 359 359 72,000.00 3001 Yes 360 480 480 359 479 269,500.00 3002 Yes 360 600 600 359 599 200,000.00 3003 No 360 360 360 359 359 396,000.00 3004 Yes 360 600 600 359 599 261,000.00 3005 No 360 360 360 359 359 44,600.00 3006 No 360 360 360 359 359 178,400.00 3007 No 360 360 360 359 359 121,500.00 3008 Yes 360 480 480 359 479 247,500.00 3009 No 360 360 360 359 359 236,000.00 3010 No 360 360 360 359 359 222,300.00 3011 No 360 360 360 359 359 178,600.00 3012 No 360 360 360 359 359 62,250.00 3013 Yes 360 480 480 359 479 246,500.00 3014 No 360 360 360 359 359 78,800.00 3015 Yes 360 480 480 359 479 142,800.00 3016 No 360 360 360 359 359 249,375.00 3017 No 360 360 360 359 359 475,000.00 3018 Yes 360 480 480 359 479 155,000.00 3019 No 360 360 360 359 359 122,000.00 3020 Yes 360 600 600 359 599 302,000.00 3021 Yes 360 480 480 359 479 128,000.00 3022 No 360 360 360 359 359 92,200.00 3023 Yes 360 480 480 359 479 368,800.00 3024 Yes 360 480 480 359 479 341,250.00 3025 No 360 360 360 359 359 118,400.00 3026 No 300 300 300 299 299 29,600.00 3027 Yes 360 480 480 359 479 390,000.00 3028 No 360 360 360 359 359 245,000.00 3029 Yes 360 480 480 359 479 182,000.00 3030 No 360 360 360 359 359 44,600.00 3031 No 360 360 360 359 359 178,400.00 3032 Yes 360 480 480 359 479 330,000.00 3033 Yes 360 480 480 359 479 326,250.00 3034 Yes 360 480 480 359 479 200,000.00 3035 Yes 360 480 480 359 479 450,500.00 3036 Yes 360 480 480 359 479 308,000.00 3037 Yes 360 480 480 359 479 228,000.00 3038 No 360 480 479 359 479 351,000.00 3039 Yes 360 480 480 359 479 104,400.00 3040 No 360 360 360 359 359 71,900.00 3041 No 360 360 360 359 359 25,000.00 3042 No 360 360 360 359 359 133,200.00 3043 No 360 360 360 359 359 355,300.00 3044 No 360 360 360 359 359 171,000.00 3045 No 360 360 360 359 359 75,000.00 3046 Yes 360 480 480 359 479 312,000.00 3047 No 360 360 360 359 359 215,000.00 3048 Yes 360 480 480 359 479 182,000.00 3049 No 360 360 360 359 359 135,100.00 3050 Yes 360 600 600 359 599 118,000.00 3051 Yes 360 480 480 359 479 195,300.00 3052 No 360 360 360 359 359 238,000.00 3053 No 360 360 360 359 359 350,000.00 3054 No 360 360 360 359 359 195,000.00 3055 Yes 180 360 360 179 359 130,000.00 3056 Yes 360 600 600 359 599 520,000.00 3057 No 360 360 360 359 359 110,000.00 3058 No 360 360 360 359 359 169,000.00 3059 Yes 360 480 480 359 479 273,000.00 3060 No 360 360 360 359 359 403,650.00 3061 Yes 360 480 480 359 479 194,897.00 3062 Yes 360 600 600 359 599 252,000.00 3063 Yes 360 480 480 359 479 192,000.00 3064 Yes 360 480 480 359 479 155,200.00 3065 Yes 180 360 360 179 359 38,800.00 3066 Yes 360 480 480 359 479 172,500.00 3067 No 360 360 360 359 359 276,000.00 3068 Yes 360 600 600 359 599 382,500.00 3069 Yes 360 600 600 359 599 332,000.00 3070 Yes 360 480 480 359 479 318,750.00 3071 No 360 360 360 359 359 196,000.00 3072 No 360 360 360 359 359 186,300.00 3073 No 360 360 360 359 359 250,000.00 3074 Yes 180 360 360 179 359 96,000.00 3075 Yes 360 480 480 359 479 384,000.00 3076 No 360 360 360 359 359 71,250.00 3077 No 360 360 360 359 359 667,000.00 3078 No 360 360 360 359 359 72,000.00 3079 Yes 360 480 480 359 479 382,500.00 3080 No 360 360 360 359 359 367,500.00 3081 No 360 360 360 359 359 520,000.00 3082 No 360 360 360 359 359 130,000.00 3083 Yes 360 480 480 359 479 172,000.00 3084 No 360 360 360 359 359 226,000.00 3085 Yes 360 480 480 359 479 320,000.00 3086 No 360 360 360 359 359 80,000.00 3087 No 360 360 360 359 359 90,000.00 3088 Yes 360 480 480 359 479 496,000.00 3089 Yes 360 600 600 359 599 240,000.00 3090 No 360 360 360 359 359 216,000.00 3091 No 360 360 360 359 359 54,000.00 3092 No 360 360 360 359 359 82,000.00 3093 No 360 360 360 359 359 339,000.00 3094 No 360 360 360 359 359 328,000.00 3095 Yes 360 480 480 359 479 321,750.00 3096 Yes 360 480 480 359 479 304,200.00 3097 Yes 360 480 480 359 479 168,000.00 3098 No 360 360 360 359 359 42,000.00 3099 Yes 360 480 480 359 479 255,000.00 3100 No 360 360 360 359 359 147,200.00 3101 No 360 360 360 359 359 106,250.00 3102 Yes 360 480 480 359 479 380,000.00 3103 Yes 360 480 480 359 479 345,000.00 3104 Yes 360 480 480 359 479 392,250.00 3105 Yes 360 480 480 359 479 305,900.00 3106 No 360 360 360 359 359 522,000.00 3107 Yes 360 480 480 359 479 283,500.00 3108 No 360 360 360 359 359 261,000.00 3109 Yes 360 480 480 359 479 115,200.00 3110 Yes 360 480 480 359 479 750,000.00 3111 Yes 360 600 600 359 599 171,000.00 3112 No 360 360 360 359 359 408,000.00 3113 No 360 360 360 359 359 136,960.00 3114 Yes 360 480 480 354 474 576,000.00 3115 No 360 360 360 356 356 216,000.00 3116 Yes 360 480 480 357 477 209,000.00 3117 No 360 360 360 355 355 200,000.00 3118 No 360 360 360 356 356 360,000.00 3119 Yes 360 480 480 356 476 188,000.00 3120 No 360 360 360 356 356 387,000.00 3121 No 360 360 360 356 356 171,000.00 3122 Yes 360 480 481 358 479 190,950.00 3123 No 360 360 360 357 357 223,200.00 3124 Yes 360 480 480 357 477 211,500.00 3125 No 360 360 360 357 357 445,000.00 3126 Yes 360 480 480 357 477 480,000.00 3127 Yes 360 600 600 358 598 388,000.00 3128 No 360 360 360 358 359 97,000.00 3129 No 360 360 360 355 355 290,000.00 3130 No 360 360 360 355 355 148,000.00 3131 No 360 360 360 358 358 156,000.00 3132 No 360 360 360 358 358 162,000.00 3133 No 360 360 360 358 358 425,000.00 3134 No 360 360 360 358 358 255,000.00 3135 No 360 480 477 357 477 238,000.00 3136 No 360 360 360 358 358 308,800.00 3137 No 360 480 478 358 478 234,000.00 3138 No 360 480 477 357 477 504,000.00 3139 No 360 480 478 358 478 405,000.00 3140 No 360 360 360 357 357 314,400.00 3141 No 360 480 478 358 478 420,000.00 3142 No 360 480 478 358 478 442,000.00 3143 No 360 360 360 358 358 77,200.00 3144 No 360 360 361 357 357 78,600.00 3145 No 360 360 360 358 358 153,000.00 3146 No 360 360 360 358 358 112,700.00 3147 No 360 480 478 358 478 700,000.00 3148 No 360 360 360 358 358 370,500.00 3149 No 360 480 478 358 478 280,000.00 3150 No 360 480 478 358 478 357,000.00 3151 Yes 360 480 480 357 477 64,000.00 3152 No 360 360 360 358 358 150,000.00 3153 No 360 360 360 358 358 102,000.00 3154 Yes 180 360 361 178 359 77,000.00 3155 No 360 360 360 358 358 143,500.00 3156 No 360 360 361 358 359 106,000.00 3157 Yes 360 480 481 358 479 260,000.00 3158 Yes 180 360 361 178 359 65,000.00 3159 Yes 360 480 480 358 478 400,000.00 3160 Yes 360 480 481 358 479 209,000.00 3161 No 360 360 360 358 358 255,000.00 3162 Yes 360 480 480 359 479 312,000.00 3163 Yes 180 360 360 179 359 78,000.00 3164 Yes 360 480 480 359 479 162,000.00 3165 No 360 480 478 357 478 218,500.00 3166 No 360 480 477 357 477 84,000.00 3167 No 360 360 360 356 356 227,500.00 3168 No 360 360 360 357 357 320,000.00 3169 No 360 360 361 357 358 80,000.00 3170 No 360 360 360 358 358 364,000.00 3171 No 360 360 361 358 359 91,000.00 3172 Yes 360 600 600 358 598 357,500.00 3173 Yes 360 480 481 358 479 293,250.00 3174 Yes 360 480 481 358 479 255,000.00 3175 Yes 360 480 480 358 478 336,000.00 3176 No 360 360 360 358 358 84,000.00 3177 No 360 360 360 358 358 235,000.00 3178 Yes 360 600 600 358 598 378,250.00 3179 Yes 360 600 600 358 598 480,000.00 3180 No 360 360 360 359 359 318,750.00 3181 No 360 360 360 359 359 372,000.00 3182 Yes 180 360 360 179 359 93,000.00 3183 Yes 360 480 480 359 479 357,000.00 3184 Yes 360 480 480 359 479 446,250.00 3185 No 360 360 360 359 359 181,280.00 3186 Yes 180 360 360 179 359 45,320.00 3187 No 360 360 360 359 359 193,500.00 3188 No 360 360 360 359 359 189,000.00 3189 Yes 360 480 480 359 479 236,700.00 3190 No 360 360 360 359 359 467,000.00 3191 Yes 360 480 480 359 479 606,000.00 3192 Yes 360 600 600 359 599 266,950.00 3193 Yes 360 480 480 359 479 148,000.00 CURRENT_BALANCE LIEN SR_LIEN_BALANCE TOTAL_BAL JR_LIEN_BALANCE SALES_PRICE APPRAISAL - ---------------- ---- - ---------------- - ---------- - ---------------- - ------------ - --------- 1 620,936.36 First Lien - 621,000.00 - - 690,000.00 2 169,657.98 First Lien - 170,000.00 - - 295,000.00 3 349,823.48 First Lien - 350,000.00 - - 480,000.00 4 386,763.14 First Lien - 387,000.00 - - 430,000.00 5 112,000.00 First Lien - 112,000.00 28,000.00 140,000.00 160,000.00 6 359,838.61 First Lien - 360,000.00 - - 400,000.00 7 282,777.60 First Lien - 283,000.00 - - 565,000.00 8 325,000.00 First Lien - 325,000.00 - - 500,000.00 9 350,800.27 First Lien - 351,025.00 - - 369,500.00 10 136,835.21 First Lien - 137,000.00 - 137,000.00 137,000.00 11 223,833.55 First Lien - 224,000.00 56,000.00 280,000.00 325,000.00 12 227,000.00 First Lien - 227,000.00 - - 270,000.00 13 55,957.17 Second Lien 224,000.00 280,000.00 - 280,000.00 325,000.00 14 84,885.32 First Lien - 85,000.00 - - 100,000.00 15 289,964.74 First Lien - 290,300.00 - 322,607.00 330,000.00 16 307,609.43 First Lien - 307,970.00 - 307,970.00 307,970.00 17 319,527.83 First Lien - 319,920.00 39,990.00 399,900.00 400,000.00 18 82,684.40 First Lien - 82,800.00 - 92,000.00 116,000.00 19 331,296.01 First Lien - 332,000.00 83,000.00 415,000.00 415,000.00 20 255,572.94 First Lien - 256,000.00 - - 320,000.00 21 255,000.00 First Lien - 255,000.00 - - 300,000.00 22 204,680.33 First Lien - 204,750.00 - - 315,000.00 23 269,873.35 First Lien - 270,000.00 - - 403,000.00 24 573,750.00 First Lien - 573,750.00 - - 675,000.00 25 107,064.58 First Lien - 107,100.00 - - 126,000.00 26 433,447.78 First Lien - 433,600.00 108,400.00 - 542,000.00 27 108,362.99 Second Lien 433,600.00 542,000.00 - - 542,000.00 28 359,962.53 First Lien - 360,000.00 - - 400,000.00 29 264,896.17 First Lien - 265,000.00 - - 585,000.00 30 211,850.00 First Lien - 211,850.00 - - 223,000.00 31 314,829.63 First Lien - 315,000.00 - - 350,000.00 32 159,929.06 First Lien - 160,000.00 - - 217,000.00 33 175,930.84 First Lien - 176,000.00 - - 300,000.00 34 422,483.16 First Lien - 422,750.00 - - 445,000.00 35 142,360.64 First Lien - 142,425.00 - 189,900.00 191,000.00 36 183,940.69 First Lien - 184,000.00 46,000.00 - 230,000.00 37 45,987.12 Second Lien 184,000.00 230,000.00 - - 230,000.00 38 208,948.25 First Lien - 209,000.00 - - 235,000.00 39 281,892.26 First Lien - 282,000.00 - - 300,000.00 40 194,463.75 First Lien - 194,600.00 - - 278,000.00 41 262,416.83 First Lien - 262,500.00 - - 345,000.00 42 467,896.25 First Lien - 468,000.00 - - 520,000.00 43 239,633.10 First Lien - 239,700.00 - - 282,000.00 44 348,286.24 First Lien - 348,500.00 - - 410,000.00 45 404,888.93 First Lien - 405,000.00 - - 450,000.00 46 521,842.71 First Lien - 522,000.00 - - 710,000.00 47 99,144.67 First Lien - 99,200.00 - - 124,000.00 48 196,700.66 First Lien - 196,850.00 - - 260,000.00 49 263,412.86 First Lien - 263,500.00 - - 315,000.00 50 104,939.59 First Lien - 105,000.00 - - 140,000.00 51 189,000.00 First Lien - 189,000.00 - - 270,000.00 52 470,096.69 First Lien - 470,250.00 - - 495,000.00 53 213,443.12 First Lien - 213,500.00 - - 305,000.00 54 235,961.96 First Lien - 236,000.00 - - 295,000.00 55 250,861.46 First Lien - 251,000.00 - - 315,000.00 56 109,172.88 First Lien - 109,200.00 - - 156,000.00 57 140,374.86 First Lien - 140,400.00 - - 156,000.00 58 223,865.98 First Lien - 224,000.00 - - 362,500.00 59 161,866.94 First Lien - 162,000.00 - - 180,000.00 60 289,932.09 First Lien - 290,000.00 - - 508,000.00 61 327,418.92 First Lien - 327,469.00 - - 368,000.00 62 87,750.00 First Lien - 87,750.00 - - 135,000.00 63 382,392.01 First Lien - 382,500.00 - - 425,000.00 64 455,833.45 First Lien - 456,000.00 - - 570,000.00 65 389,946.74 First Lien - 390,000.00 - - 535,000.00 66 184,946.85 First Lien - 185,000.00 - - 300,000.00 67 130,412.25 First Lien - 130,500.00 - - 145,000.00 68 247,445.37 First Lien - 247,500.00 - - 275,000.00 69 244,778.51 First Lien - 245,000.00 - - 315,000.00 70 99,435.11 First Lien - 99,500.00 - - 114,000.00 71 627,000.00 First Lien - 627,000.00 - - 660,000.00 72 416,368.04 First Lien - 416,500.00 - - 490,000.00 73 632,763.41 First Lien - 632,985.00 - - 666,300.00 74 168,251.79 First Lien - 168,300.00 - - 198,000.00 75 196,187.99 First Lien - 196,300.00 - - 302,000.00 76 294,409.33 First Lien - 294,500.00 - - 310,000.00 77 139,952.23 First Lien - 140,000.00 - - 265,000.00 78 555,513.28 First Lien - 555,750.00 - - 585,000.00 79 57,566.51 First Lien - 57,600.00 - - 64,000.00 80 160,550.00 First Lien - 160,550.00 - - 169,000.00 81 142,909.73 First Lien - 143,000.00 - - 220,000.00 82 176,677.63 First Lien - 176,700.00 - 186,000.00 186,000.00 83 143,146.05 First Lien - 143,200.00 35,800.00 - 179,000.00 84 74,953.53 First Lien - 75,000.00 - - 108,000.00 85 82,437.53 First Lien - 82,500.00 - - 150,000.00 86 186,960.76 First Lien - 187,150.00 - - 197,000.00 87 254,940.38 First Lien - 255,000.00 - - 300,000.00 88 114,331.26 First Lien - 114,400.00 - - 143,000.00 89 113,005.21 First Lien - 113,050.00 - - 119,000.00 90 74,778.41 First Lien - 75,000.00 - - 380,000.00 91 254,828.55 First Lien - 255,000.00 - - 340,000.00 92 180,000.00 First Lien - 180,000.00 33,750.00 225,000.00 226,000.00 93 33,739.09 Second Lien 180,000.00 213,750.00 - 225,000.00 226,000.00 94 179,944.42 First Lien - 180,000.00 - - 200,000.00 95 319,436.86 First Lien - 319,500.00 - - 355,000.00 96 484,396.19 First Lien - 484,500.00 - - 570,000.00 97 317,933.36 First Lien - 318,000.00 - - 382,000.00 98 134,300.00 First Lien - 134,300.00 - - 158,000.00 99 339,874.46 First Lien - 340,000.00 - - 425,000.00 100 115,944.01 First Lien - 116,000.00 - - 151,000.00 101 300,151.06 First Lien - 300,200.00 - - 316,000.00 102 191,109.47 First Lien - 191,250.00 - - 225,000.00 103 131,733.95 First Lien - 131,750.00 - - 155,000.00 104 449,913.97 First Lien - 450,000.00 - - 540,000.00 105 202,425.40 First Lien - 202,500.00 - - 225,000.00 106 64,566.43 First Lien - 64,600.00 - - 68,000.00 107 69,951.48 First Lien - 70,000.00 - - 100,000.00 108 107,969.94 First Lien - 108,000.00 - - 222,000.00 109 212,223.13 First Lien - 212,250.00 - - 283,000.00 110 728,680.76 First Lien - 729,000.00 - - 875,000.00 111 170,968.54 First Lien - 171,000.00 - - 180,000.00 112 173,850.18 First Lien - 174,000.00 - - 255,000.00 113 364,906.93 First Lien - 365,000.00 - - 430,000.00 114 133,384.91 First Lien - 133,450.00 - - 157,000.00 115 79,931.78 First Lien - 80,000.00 - - 112,000.00 116 458,968.81 First Lien - 459,000.00 - - 540,000.00 117 339,909.16 First Lien - 340,000.00 - - 400,000.00 118 173,874.69 First Lien - 174,000.00 - - 280,000.00 119 199,423.78 First Lien - 199,500.00 - - 210,000.00 120 213,606.57 First Lien - 213,750.00 - - 225,000.00 121 77,910.94 First Lien - 78,000.00 - - 95,000.00 122 160,983.75 First Lien - 161,100.00 - - 179,000.00 123 224,838.29 First Lien - 225,000.00 - - 250,000.00 124 161,600.00 First Lien - 161,600.00 40,400.00 202,000.00 202,000.00 125 40,382.13 Second Lien 161,600.00 202,000.00 - 202,000.00 202,000.00 126 164,000.00 First Lien - 164,000.00 - - 205,000.00 127 295,000.00 First Lien - 295,000.00 - - 380,000.00 128 128,179.80 First Lien - 128,250.00 - - 135,000.00 129 229,932.34 First Lien - 230,000.00 - - 290,000.00 130 232,433.20 First Lien - 232,500.00 - - 310,000.00 131 254,946.97 First Lien - 255,000.00 - - 300,000.00 132 142,956.27 Second Lien 572,000.00 715,000.00 - 715,000.00 715,000.00 133 571,815.63 First Lien - 572,000.00 143,000.00 715,000.00 715,000.00 134 353,916.37 First Lien - 354,000.00 - - 425,000.00 135 220,366.42 First Lien - 220,500.00 - - 245,000.00 136 174,895.07 First Lien - 175,000.00 - - 175,000.00 137 178,947.07 First Lien - 179,000.00 - - 225,000.00 138 73,557.56 First Lien - 73,600.00 - - 92,000.00 139 76,452.20 First Lien - 76,500.00 - - 102,000.00 140 42,728.08 First Lien - 42,750.00 - 45,000.00 50,000.00 141 49,973.75 First Lien - 50,000.00 - 52,299.00 86,000.00 142 85,822.20 First Lien - 85,850.00 - - 101,000.00 143 254,934.79 First Lien - 255,000.00 - 300,000.00 311,000.00 144 403,645.29 First Lien - 404,000.00 - - 505,000.00 145 355,447.91 First Lien - 355,500.00 - - 395,000.00 146 130,426.46 First Lien - 130,500.00 - - 145,000.00 147 367,693.25 First Lien - 368,000.00 - - 460,000.00 148 229,317.38 First Lien - 229,500.00 - - 260,000.00 149 399,711.94 First Lien - 400,000.00 - - 471,000.00 150 61,721.49 First Lien - 61,750.00 - 65,000.00 67,000.00 151 108,949.04 First Lien - 109,000.00 - - 151,000.00 152 241,271.48 First Lien - 241,500.00 - - 345,000.00 153 734,350.00 First Lien - 734,350.00 - - 773,000.00 154 115,872.13 First Lien - 115,900.00 - - 122,000.00 155 159,868.59 First Lien - 160,000.00 - - 220,000.00 156 186,952.17 First Lien - 187,000.00 - - 350,000.00 157 203,911.47 First Lien - 204,000.00 - - 240,000.00 158 159,904.06 First Lien - 160,000.00 - 200,000.00 200,000.00 159 323,395.86 First Lien - 323,460.00 17,970.00 359,400.00 370,000.00 160 109,115.65 First Lien - 109,200.00 - - 136,500.00 161 62,974.88 Second Lien 252,000.00 315,000.00 - 315,000.00 316,000.00 162 251,778.74 First Lien - 252,000.00 63,000.00 315,000.00 316,000.00 163 162,433.16 First Lien - 162,500.00 - - 210,000.00 164 254,828.55 First Lien - 255,000.00 - - 340,000.00 165 64,381.37 Second Lien 257,600.00 322,000.00 - 322,000.00 348,400.00 166 209,795.74 First Lien - 209,950.00 - - 221,000.00 167 305,733.42 First Lien - 306,000.00 - - 340,000.00 168 92,740.96 First Lien - 92,800.00 - 116,000.00 120,000.00 169 403,830.28 First Lien - 404,000.00 101,000.00 - 505,000.00 170 100,967.36 Second Lien 404,000.00 505,000.00 - - 505,000.00 171 251,907.00 First Lien - 252,000.00 - - 285,000.00 172 239,402.60 First Lien - 239,576.00 59,894.00 299,470.00 309,000.00 173 59,871.45 Second Lien 239,576.00 299,470.00 - 299,470.00 309,000.00 174 258,600.00 First Lien - 258,600.00 - - 287,350.00 175 511,888.73 First Lien - 512,000.00 - - 620,000.00 176 138,514.12 First Lien - 138,600.00 - 154,000.00 155,000.00 177 509,851.35 First Lien - 510,000.00 - - 600,000.00 178 114,471.64 First Lien - 114,500.00 - - 145,000.00 179 174,962.05 First Lien - 175,000.00 - - 207,000.00 180 209,972.91 First Lien - 210,000.00 - - 675,000.00 181 79,939.42 First Lien - 80,000.00 - - 345,000.00 182 52,997.81 First Lien - 53,100.00 - 59,000.00 59,000.00 183 57,827.12 First Lien - 58,000.00 - - 74,000.00 184 484,884.60 First Lien - 485,000.00 - - 670,000.00 185 76,466.62 First Lien - 76,500.00 13,500.00 90,000.00 100,000.00 186 67,469.75 First Lien - 67,500.00 7,500.00 75,000.00 75,000.00 187 586,000.00 First Lien - 586,000.00 - - 690,000.00 188 288,425.35 First Lien - 288,500.00 - - 310,000.00 189 172,514.11 First Lien - 172,550.00 - - 203,000.00 190 338,870.22 First Lien - 340,000.00 - - 429,000.00 191 161,530.61 First Lien - 161,600.00 - - 202,000.00 192 573,749.99 First Lien - 573,750.00 - - 675,000.00 193 112,485.65 First Lien - 112,500.00 - - 125,000.00 194 305,832.50 First Lien - 306,000.00 - - 360,000.00 195 317,775.55 First Lien - 318,000.00 79,500.00 397,500.00 398,000.00 196 79,471.59 Second Lien 318,000.00 397,500.00 - 397,500.00 398,000.00 197 279,821.45 First Lien - 280,000.00 - - 540,000.00 198 325,799.17 First Lien - 325,800.00 - - 362,000.00 199 144,980.32 First Lien - 145,000.00 - - 615,000.00 200 149,882.98 First Lien - 150,000.00 - - 250,000.00 201 134,304.10 First Lien - 134,925.00 - - 179,900.00 202 74,686.66 First Lien - 74,700.00 - 83,000.00 140,000.00 203 157,850.08 First Lien - 158,000.00 - - 252,000.00 204 241,548.24 First Lien - 241,600.00 - - 302,000.00 205 257,394.00 First Lien - 257,600.00 64,400.00 322,000.00 348,400.00 206 144,879.96 First Lien - 145,000.00 - - 210,000.00 207 278,768.58 First Lien - 279,000.00 - - 310,000.00 208 160,958.83 First Lien - 161,000.00 - - 235,000.00 209 169,934.13 First Lien - 170,000.00 - - 252,000.00 210 59,992.55 First Lien - 60,000.00 - - 152,000.00 211 224,815.21 First Lien - 225,000.00 - - 286,500.00 212 104,943.12 First Lien - 105,000.00 - - 140,000.00 213 184,904.89 First Lien - 185,000.00 - - 370,000.00 214 107,927.53 First Lien - 108,000.00 - - 126,000.00 215 131,809.71 First Lien - 131,920.00 32,980.00 164,900.00 165,000.00 216 32,961.60 Second Lien 131,920.00 164,900.00 - 164,900.00 165,000.00 217 179,963.77 First Lien - 180,000.00 - - 570,000.00 218 326,928.93 First Lien - 327,000.00 78,000.00 - 409,500.00 219 134,904.71 First Lien - 135,000.00 - - 180,000.00 220 77,970.63 Second Lien 327,000.00 405,000.00 - - 409,500.00 221 191,837.90 First Lien - 192,000.00 - - 260,000.00 222 146,113.91 First Lien - 146,250.00 - - 195,000.00 223 243,750.00 First Lien - 243,750.00 - - 415,000.00 224 110,000.00 First Lien - 110,000.00 - - 207,000.00 225 55,979.70 Second Lien 223,992.00 279,990.00 - 279,990.00 302,000.00 226 223,992.00 First Lien - 223,992.00 55,998.00 279,990.00 302,000.00 227 186,879.29 First Lien - 187,000.00 - - 220,000.00 228 263,261.79 First Lien - 263,500.00 - - 310,000.00 229 314,916.09 First Lien - 315,000.00 - - 490,000.00 230 590,000.00 First Lien - 590,000.00 - - 645,000.00 231 50,583.65 Second Lien 202,400.00 253,000.00 - 253,000.00 253,000.00 232 202,400.00 First Lien - 202,400.00 50,600.00 253,000.00 253,000.00 233 105,986.63 First Lien - 106,000.00 - - 145,000.00 234 123,940.28 First Lien - 124,000.00 - - 124,000.00 235 642,370.30 First Lien - 642,500.00 - - 755,900.00 236 447,920.03 First Lien - 448,000.00 - - 560,000.00 237 303,747.84 First Lien - 304,000.00 - - 415,000.00 238 297,386.34 First Lien - 297,500.00 - 350,000.00 350,000.00 239 204,953.53 First Lien - 205,000.00 - - 350,000.00 240 66,971.90 Second Lien 268,000.00 335,000.00 - 335,000.00 335,000.00 241 268,000.00 First Lien - 268,000.00 67,000.00 335,000.00 335,000.00 242 65,847.08 First Lien - 65,875.00 - - 77,500.00 243 172,781.30 First Lien - 172,800.00 - - 355,000.00 244 111,944.53 First Lien - 112,000.00 - - 160,000.00 245 182,300.16 First Lien - 182,400.00 - - 228,000.00 246 188,800.00 First Lien - 188,800.00 - - 236,000.00 247 64,959.80 First Lien - 65,000.00 - - 83,500.00 248 99,946.95 First Lien - 100,000.00 - - 580,000.00 249 548,304.00 First Lien - 548,304.00 - 609,227.00 685,000.00 250 195,916.28 First Lien - 196,000.00 - - 245,000.00 251 251,937.87 First Lien - 252,000.00 63,000.00 315,000.00 315,000.00 252 62,978.73 Second Lien 252,000.00 315,000.00 - 315,000.00 315,000.00 253 139,915.01 First Lien - 140,000.00 - - 175,000.00 254 98,968.29 Second Lien 396,000.00 495,000.00 - 495,000.00 495,000.00 255 395,869.03 First Lien - 396,000.00 99,000.00 495,000.00 495,000.00 256 264,926.19 First Lien - 265,000.00 - - 390,000.00 257 284,834.32 First Lien - 285,000.00 - - 300,000.00 258 439,898.48 First Lien - 440,000.00 - - 550,000.00 259 99,941.86 First Lien - 100,000.00 - - 250,000.00 260 124,915.27 First Lien - 125,000.00 - - 160,000.00 261 107,345.42 First Lien - 108,000.00 - - 135,000.00 262 244,751.31 First Lien - 244,800.00 - - 272,000.00 263 173,890.17 First Lien - 174,000.00 - - 240,000.00 264 214,873.19 First Lien - 215,000.00 - - 428,000.00 265 446,500.00 First Lien - 446,500.00 - - 470,000.00 266 616,946.91 First Lien - 617,000.00 - - 660,000.00 267 225,805.04 First Lien - 226,000.00 - - 400,000.00 268 107,890.67 Second Lien 432,000.00 540,000.00 - - 540,000.00 269 431,646.93 First Lien - 432,000.00 108,000.00 - 540,000.00 270 70,973.88 Second Lien 284,000.00 355,000.00 - - 355,000.00 271 283,817.86 First Lien - 284,000.00 71,000.00 - 355,000.00 272 227,966.54 First Lien - 228,000.00 - - 285,000.00 273 74,948.64 First Lien - 75,000.00 - - 112,000.00 274 94,973.41 Second Lien 380,000.00 475,000.00 - 475,000.00 475,000.00 275 380,000.00 First Lien - 380,000.00 95,000.00 475,000.00 475,000.00 276 274,939.35 First Lien - 275,000.00 - - 367,000.00 277 195,454.36 First Lien - 195,500.00 - - 230,000.00 278 69,667.82 First Lien - 69,700.00 - - 82,000.00 279 288,000.00 First Lien - 288,000.00 - - 370,000.00 280 189,149.53 First Lien - 189,244.00 - - 242,000.00 281 213,833.35 First Lien - 213,875.00 - - 295,000.00 282 295,774.77 First Lien - 296,000.00 - - 440,000.00 283 152,528.44 First Lien - 152,550.00 - - 172,000.00 284 319,740.27 First Lien - 320,000.00 - - 400,000.00 285 264,944.47 First Lien - 265,000.00 - - 525,000.00 286 146,923.63 First Lien - 147,000.00 - - 210,000.00 287 191,156.77 First Lien - 191,280.00 - - 239,100.00 288 159,924.39 First Lien - 160,000.00 40,000.00 - 200,000.00 289 39,988.68 Second Lien 160,000.00 200,000.00 - - 200,000.00 290 154,754.71 First Lien - 154,800.00 - - 258,000.00 291 251,000.00 First Lien - 251,000.00 - - 370,000.00 292 132,927.35 First Lien - 133,000.00 - - 140,000.00 293 262,411.94 First Lien - 262,500.00 - - 370,000.00 294 121,480.06 First Lien - 121,500.00 13,500.00 135,000.00 140,000.00 295 348,000.00 First Lien - 348,000.00 87,000.00 - 435,000.00 296 86,960.68 Second Lien 348,000.00 435,000.00 - - 435,000.00 297 377,916.65 First Lien - 378,000.00 - - 420,000.00 298 205,000.00 First Lien - 205,000.00 - - 325,000.00 299 198,715.36 First Lien - 198,750.00 - - 265,000.00 300 50,366.11 First Lien - 50,400.00 - - 56,000.00 301 371,412.33 First Lien - 371,700.00 - - 413,000.00 302 356,362.90 First Lien - 356,400.00 - - 396,000.00 303 359,783.69 First Lien - 360,000.00 - - 450,000.00 304 269,434.15 First Lien - 269,500.00 - - 385,000.00 305 139,564.52 First Lien - 139,650.00 - - 147,000.00 306 422,207.07 First Lien - 422,400.00 - - 528,000.00 307 51,977.67 First Lien - 52,000.00 - - 112,000.00 308 142,778.03 First Lien - 142,800.00 - - 168,000.00 309 118,980.45 First Lien - 119,000.00 - - 140,000.00 310 248,287.38 First Lien - 248,400.00 - - 276,000.00 311 188,545.02 First Lien - 188,700.00 - - 222,000.00 312 445,484.37 First Lien - 445,600.00 - - 557,000.00 313 467,746.42 First Lien - 468,000.00 - - 520,000.00 314 201,840.53 First Lien - 202,000.00 - - 300,000.00 315 107,928.99 First Lien - 108,000.00 - - 120,000.00 316 105,858.56 First Lien - 106,000.00 - - 160,000.00 317 347,977.96 First Lien - 348,200.00 - - 468,000.00 318 200,000.00 First Lien - 200,000.00 - - 250,000.00 319 136,412.78 First Lien - 136,500.00 - - 210,000.00 320 174,000.00 First Lien - 174,000.00 43,500.00 - 217,500.00 321 43,488.73 Second Lien 174,000.00 217,500.00 - - 217,500.00 322 63,169.17 First Lien - 63,200.00 - - 79,000.00 323 187,067.87 First Lien - 187,200.00 - - 208,000.00 324 151,442.12 First Lien - 151,500.00 - - 170,000.00 325 128,250.00 First Lien - 128,250.00 - - 135,000.00 326 159,857.87 First Lien - 160,000.00 - - 300,000.00 327 547,617.10 First Lien - 548,000.00 - - 700,000.00 328 114,914.80 First Lien - 115,000.00 - - 180,000.00 329 425,854.41 First Lien - 426,000.00 - - 610,000.00 330 277,079.96 First Lien - 277,200.00 - 308,000.00 308,000.00 331 458,744.01 First Lien - 459,000.00 - - 540,000.00 332 104,937.04 First Lien - 105,000.00 - - 105,000.00 333 477,567.88 First Lien - 478,000.00 - - 750,000.00 334 160,112.31 First Lien - 160,200.00 - - 178,000.00 335 145,253.46 First Lien - 145,350.00 - - 171,000.00 336 159,192.89 First Lien - 159,300.00 - - 177,000.00 337 79,974.71 Second Lien 320,000.00 400,000.00 - - 400,000.00 338 319,762.03 First Lien - 320,000.00 80,000.00 - 400,000.00 339 160,977.67 First Lien - 161,000.00 - - 280,000.00 340 59,990.14 First Lien - 60,000.00 - - 225,000.00 341 157,665.80 First Lien - 157,700.00 - - 166,000.00 342 101,631.06 First Lien - 101,700.00 - - 138,000.00 343 224,782.43 First Lien - 225,000.00 - - 430,000.00 344 57,400.32 First Lien - 58,500.00 - - 65,000.00 345 484,280.02 First Lien - 484,500.00 - - 510,000.00 346 150,316.64 First Lien - 150,400.00 - - 188,000.00 347 99,938.16 First Lien - 100,000.00 - - 127,000.00 348 175,202.24 First Lien - 175,408.00 43,852.00 219,260.00 223,000.00 349 43,740.15 Second Lien 175,408.00 219,260.00 - 219,260.00 223,000.00 350 166,377.66 First Lien - 166,500.00 - - 185,000.00 351 72,441.51 First Lien - 72,500.00 - - 85,000.00 352 99,557.32 First Lien - 99,600.00 - - 132,800.00 353 475,893.37 First Lien - 476,000.00 - - 680,000.00 354 73,479.84 First Lien - 73,500.00 - - 105,000.00 355 173,911.48 First Lien - 174,000.00 - - 232,000.00 356 80,982.44 First Lien - 81,000.00 - - 157,000.00 357 51,687.04 First Lien - 51,840.00 - - 108,000.00 358 89,985.72 First Lien - 90,000.00 - - 175,000.00 359 164,952.59 First Lien - 165,000.00 - - 700,000.00 360 284,935.21 First Lien - 285,000.00 - - 300,000.00 361 125,946.47 First Lien - 126,000.00 - - 140,000.00 362 190,898.36 First Lien - 191,000.00 - - 225,000.00 363 99,908.59 First Lien - 100,000.00 - 185,000.00 185,000.00 364 219,801.12 First Lien - 220,000.00 - - 445,000.00 365 504,000.00 First Lien - 504,000.00 126,000.00 630,000.00 630,000.00 366 125,949.92 Second Lien 504,000.00 630,000.00 - 630,000.00 630,000.00 367 199,915.75 First Lien - 200,000.00 - - 280,000.00 368 163,964.33 First Lien - 164,000.00 - - 205,000.00 369 580,000.00 First Lien - 580,000.00 145,000.00 - 725,000.00 370 144,955.66 Second Lien 580,000.00 725,000.00 - - 725,000.00 371 189,000.00 First Lien - 189,000.00 - - 210,000.00 372 124,747.66 Second Lien 499,200.00 624,000.00 - - 624,000.00 373 499,009.28 First Lien - 499,200.00 124,800.00 - 624,000.00 374 409,700.00 First Lien - 409,700.00 - - 500,000.00 375 530,866.18 First Lien - 531,000.00 - - 590,000.00 376 366,000.00 First Lien - 366,000.00 - - 527,000.00 377 531,151.30 First Lien - 531,250.00 - - 625,000.00 378 166,155.13 First Lien - 166,250.00 - - 175,000.00 379 356,873.25 First Lien - 357,000.00 - - 580,000.00 380 138,970.00 First Lien - 139,050.00 - - 154,500.00 381 39,989.00 Second Lien 160,000.00 200,000.00 - 200,000.00 200,000.00 382 159,956.06 First Lien - 160,000.00 40,000.00 200,000.00 200,000.00 383 125,663.88 First Lien - 125,700.00 - - 140,000.00 384 301,438.22 First Lien - 301,500.00 - - 335,000.00 385 75,958.37 First Lien - 76,000.00 - - 95,000.00 386 208,154.68 First Lien - 208,250.00 - - 245,000.00 387 370,908.14 First Lien - 371,000.00 - - 450,000.00 388 463,218.63 First Lien - 463,500.00 - - 515,000.00 389 311,736.03 First Lien - 311,880.00 - - 368,000.00 390 393,694.15 First Lien - 393,750.00 - - 525,000.00 391 225,000.00 First Lien - 225,000.00 - - 250,000.00 392 236,515.34 First Lien - 236,700.00 - - 263,000.00 393 123,976.14 First Lien - 124,000.00 - - 155,000.00 394 142,608.86 First Lien - 144,700.00 - - 235,000.00 395 137,768.60 First Lien - 138,000.00 - - 250,000.00 396 139,928.78 First Lien - 140,000.00 - - 175,000.00 397 311,916.64 First Lien - 312,000.00 78,000.00 390,000.00 390,000.00 398 77,973.95 Second Lien 312,000.00 390,000.00 - 390,000.00 390,000.00 399 163,472.85 First Lien - 163,500.00 - - 218,000.00 400 250,000.00 First Lien - 250,000.00 - - 361,300.00 401 284,852.24 First Lien - 285,000.00 - - 455,000.00 402 208,250.00 First Lien - 208,250.00 - - 245,000.00 403 281,823.82 First Lien - 282,000.00 - - 470,000.00 404 373,661.89 First Lien - 374,000.00 - - 440,000.00 405 144,344.83 First Lien - 144,400.00 - - 152,000.00 406 34,782.75 Second Lien 139,173.00 173,967.00 - 173,967.00 176,000.00 407 139,069.50 First Lien - 139,173.00 34,794.00 173,967.00 176,000.00 408 65,451.38 First Lien - 65,500.00 - - 111,000.00 409 197,943.11 First Lien - 198,000.00 - - 220,000.00 410 108,660.68 First Lien - 108,750.00 - - 130,000.00 411 129,959.86 First Lien - 130,000.00 - - 215,000.00 412 341,890.08 First Lien - 342,000.00 - - 360,000.00 413 149,939.61 First Lien - 150,000.00 - - 220,000.00 414 99,939.91 First Lien - 100,000.00 - - 150,000.00 415 88,159.28 First Lien - 88,200.00 - - 98,000.00 416 352,000.00 First Lien - 352,000.00 - - 440,000.00 417 336,000.00 First Lien - 336,000.00 84,000.00 420,000.00 752,000.00 418 83,977.51 Second Lien 336,000.00 420,000.00 - 420,000.00 752,000.00 419 306,427.16 First Lien - 306,500.00 - - 455,000.00 420 151,537.58 Second Lien 606,320.00 757,900.00 - 757,900.00 765,000.00 421 54,711.05 First Lien - 55,000.00 - - 276,000.00 422 187,962.72 First Lien - 188,000.00 - - 235,000.00 423 226,854.95 First Lien - 227,000.00 - - 401,000.00 424 99,980.11 First Lien - 100,000.00 - - 275,000.00 425 150,417.38 First Lien - 150,450.00 - - 177,000.00 426 179,930.45 First Lien - 180,000.00 - - 200,000.00 427 292,305.32 First Lien - 292,500.00 - - 366,000.00 428 292,344.50 First Lien - 292,500.00 - - 325,000.00 429 181,871.34 First Lien - 181,925.00 - - 191,500.00 430 124,974.08 First Lien - 125,000.00 - - 158,000.00 431 75,608.58 First Lien - 75,650.00 - 89,000.00 90,000.00 432 74,952.07 First Lien - 75,000.00 25,000.00 100,000.00 101,000.00 433 24,992.51 Second Lien 75,000.00 100,000.00 - 100,000.00 101,000.00 434 69,566.12 First Lien - 69,600.00 - - 87,000.00 435 379,776.80 First Lien - 380,000.00 - 380,000.00 405,000.00 436 174,913.92 First Lien - 175,000.00 - - 175,000.00 437 87,935.20 First Lien - 88,000.00 - - 300,000.00 438 202,725.93 First Lien - 202,800.00 50,700.00 253,500.00 272,000.00 439 50,680.91 Second Lien 202,800.00 253,500.00 - 253,500.00 272,000.00 440 176,576.53 First Lien - 176,700.00 - 186,000.00 186,000.00 441 284,883.56 First Lien - 285,000.00 - - 365,000.00 442 105,561.85 First Lien - 105,600.00 - - 176,000.00 443 479,852.22 First Lien - 480,000.00 - - 770,000.00 444 91,744.27 First Lien - 91,800.00 - - 102,000.00 445 180,353.18 First Lien - 180,400.00 - - 225,500.00 446 368,838.87 First Lien - 369,750.00 - - 435,000.00 447 212,429.51 First Lien - 212,500.00 - - 250,000.00 448 250,000.00 First Lien - 250,000.00 - - 360,000.00 449 197,812.22 First Lien - 198,000.00 - - 220,000.00 450 115,126.54 First Lien - 115,200.00 - 128,000.00 128,000.00 451 107,973.87 First Lien - 108,000.00 - - 120,000.00 452 136,713.65 First Lien - 136,800.00 - - 171,000.00 453 424,755.48 First Lien - 425,000.00 - 500,000.00 500,000.00 454 272,834.61 First Lien - 273,000.00 - - 390,000.00 455 319,500.00 First Lien - 319,500.00 - - 355,000.00 456 271,836.90 First Lien - 272,000.00 - - 320,000.00 457 26,693.46 Second Lien 106,800.00 133,500.00 - 133,500.00 139,000.00 458 106,765.08 First Lien - 106,800.00 26,700.00 133,500.00 139,000.00 459 607,312.33 First Lien - 607,750.00 - - 700,000.00 460 165,028.41 First Lien - 165,150.00 - - 183,500.00 461 127,132.14 First Lien - 127,300.00 - - 134,000.00 462 118,400.00 First Lien - 118,400.00 - - 148,000.00 463 189,872.25 First Lien - 190,000.00 - - 212,000.00 464 80,703.13 First Lien - 80,750.00 - - 85,000.00 465 181,850.52 First Lien - 182,000.00 - - 350,000.00 466 155,187.65 First Lien - 155,200.00 - - 194,000.00 467 127,759.15 Second Lien 511,200.00 639,000.00 - 639,000.00 639,000.00 468 511,200.00 First Lien - 511,200.00 127,800.00 639,000.00 639,000.00 469 368,831.60 First Lien - 369,000.00 - - 700,000.00 470 159,896.71 First Lien - 160,000.00 - - 245,000.00 471 198,809.18 First Lien - 199,000.00 - - 242,000.00 472 665,897.53 First Lien - 666,000.00 - - 740,000.00 473 399,367.50 First Lien - 399,500.00 - - 470,000.00 474 509,905.90 First Lien - 510,000.00 - - 600,000.00 475 266,999.46 First Lien - 267,000.00 - - 358,400.00 476 363,718.29 First Lien - 364,000.00 91,000.00 - 455,000.00 477 90,968.93 Second Lien 364,000.00 455,000.00 - - 455,000.00 478 274,902.08 First Lien - 275,000.00 - - 375,000.00 479 202,333.68 First Lien - 202,500.00 - - 225,000.00 480 209,000.00 First Lien - 209,000.00 - - 220,000.00 481 161,443.46 First Lien - 161,500.00 - - 170,000.00 482 165,963.47 First Lien - 166,000.00 - - 225,000.00 483 612,000.00 First Lien - 612,000.00 153,000.00 - 765,000.00 484 152,956.13 Second Lien 612,000.00 765,000.00 - - 765,000.00 485 494,868.14 First Lien - 495,000.00 - - 550,000.00 486 265,600.00 First Lien - 265,600.00 66,400.00 332,000.00 360,000.00 487 66,379.01 Second Lien 265,600.00 332,000.00 - 332,000.00 360,000.00 488 383,929.36 First Lien - 384,000.00 - - 480,000.00 489 309,785.14 First Lien - 310,000.00 - - 450,000.00 490 548,800.00 First Lien - 548,800.00 137,200.00 - 686,000.00 491 137,145.47 Second Lien 548,800.00 686,000.00 - - 686,000.00 492 130,866.57 First Lien - 130,975.00 - - 201,500.00 493 194,943.33 First Lien - 195,000.00 - - 235,000.00 494 173,913.50 First Lien - 174,000.00 - - 205,000.00 495 61,956.58 First Lien - 62,000.00 - - 170,000.00 496 609,435.02 First Lien - 610,000.00 - - 780,000.00 497 99,324.62 First Lien - 100,000.00 - - 185,000.00 498 149,505.57 First Lien - 149,600.00 - - 187,000.00 499 431,800.00 First Lien - 431,800.00 - - 508,000.00 500 176,000.00 First Lien - 176,000.00 - - 220,000.00 501 99,965.83 First Lien - 100,000.00 - - 125,000.00 502 209,899.92 First Lien - 210,000.00 - - 300,000.00 503 292,413.75 First Lien - 292,500.00 - - 390,000.00 504 227,899.46 First Lien - 228,000.00 57,000.00 - 290,000.00 505 56,984.23 Second Lien 228,000.00 285,000.00 - - 290,000.00 506 131,930.70 First Lien - 132,000.00 - - 200,000.00 507 362,412.84 First Lien - 362,500.00 - - 415,000.00 508 61,979.92 First Lien - 62,000.00 - - 100,000.00 509 500,000.00 First Lien - 500,000.00 - - 600,000.00 510 205,574.09 First Lien - 205,700.00 - - 242,000.00 511 94,921.98 First Lien - 95,000.00 - - 160,000.00 512 147,101.33 First Lien - 147,150.00 - - 163,500.00 513 249,795.07 First Lien - 250,000.00 - - 335,000.00 514 211,955.25 First Lien - 212,000.00 - - 265,000.00 515 217,380.95 First Lien - 217,500.00 - - 290,000.00 516 292,440.07 First Lien - 292,500.00 - - 325,000.00 517 191,886.05 First Lien - 192,000.00 - - 505,000.00 518 267,907.24 First Lien - 268,000.00 67,000.00 335,000.00 360,000.00 519 66,977.38 Second Lien 268,000.00 335,000.00 - 335,000.00 360,000.00 520 227,924.59 First Lien - 228,000.00 - - 285,000.00 521 293,250.00 First Lien - 293,250.00 - - 345,000.00 522 253,956.70 First Lien - 254,250.00 - - 339,000.00 523 240,000.00 First Lien - 240,000.00 - - 290,000.00 524 232,451.21 First Lien - 232,500.00 - - 310,000.00 525 259,935.62 First Lien - 260,000.00 - - 325,000.00 526 142,122.16 First Lien - 142,200.00 - - 158,000.00 527 459,936.22 First Lien - 460,000.00 - - 767,000.00 528 557,812.28 First Lien - 558,000.00 - - 620,000.00 529 549,000.00 First Lien - 549,000.00 - - 578,000.00 530 206,072.42 First Lien - 206,250.00 - - 275,000.00 531 260,000.00 First Lien - 260,000.00 - - 410,000.00 532 247,498.83 First Lien - 247,600.00 61,900.00 309,500.00 310,000.00 533 231,933.34 First Lien - 232,000.00 - - 295,000.00 534 180,471.44 First Lien - 180,500.00 - - 190,000.00 535 227,979.99 First Lien - 228,000.00 - - 240,000.00 536 356,000.00 First Lien - 356,000.00 - - 375,000.00 537 70,445.44 First Lien - 70,500.00 - - 130,000.00 538 552,171.44 First Lien - 552,500.00 - - 850,000.00 539 57,566.86 First Lien - 57,600.00 - - 72,000.00 540 363,397.40 First Lien - 364,000.00 91,000.00 455,000.00 455,000.00 541 229,820.57 First Lien - 230,000.00 - - 360,000.00 542 378,869.20 First Lien - 379,000.00 - - 399,000.00 543 225,556.58 First Lien - 225,600.00 - - 282,000.00 544 69,952.55 First Lien - 70,000.00 - - 103,000.00 545 431,907.44 First Lien - 432,000.00 - 540,000.00 540,000.00 546 187,159.41 First Lien - 187,200.00 - - 208,000.00 547 192,000.00 First Lien - 192,000.00 48,000.00 240,000.00 240,000.00 548 47,981.92 Second Lien 192,000.00 240,000.00 - 240,000.00 240,000.00 549 259,830.44 First Lien - 260,000.00 65,000.00 - 325,000.00 550 64,980.77 Second Lien 260,000.00 325,000.00 - - 325,000.00 551 230,846.25 First Lien - 231,000.00 - - 308,000.00 552 71,968.08 First Lien - 72,000.00 - - 80,000.00 553 159,863.58 First Lien - 160,000.00 - - 230,000.00 554 49,984.67 First Lien - 50,000.00 - - 65,000.00 555 186,946.28 First Lien - 187,000.00 - - 220,000.00 556 419,909.05 First Lien - 420,000.00 - - 470,000.00 557 283,939.14 First Lien - 284,000.00 - - 355,000.00 558 255,923.85 First Lien - 256,000.00 - - 320,000.00 559 217,653.46 First Lien - 217,750.00 - - 335,000.00 560 162,290.92 First Lien - 162,400.00 - - 203,000.00 561 173,596.70 First Lien - 173,700.00 - - 193,000.00 562 198,675.12 First Lien - 198,750.00 - - 265,000.00 563 65,171.14 First Lien - 65,215.00 - - 84,000.00 564 57,772.72 First Lien - 57,800.00 - - 68,000.00 565 57,458.58 First Lien - 57,500.00 - - 85,000.00 566 228,000.00 First Lien - 228,000.00 57,000.00 - 285,000.00 567 566,487.42 First Lien - 567,000.00 - - 756,000.00 568 323,875.34 First Lien - 324,000.00 - - 405,000.00 569 162,942.12 First Lien - 163,000.00 - - 258,400.00 570 167,879.01 First Lien - 168,000.00 - - 233,000.00 571 28,290.54 Second Lien 254,700.00 283,000.00 - - 283,000.00 572 254,700.00 First Lien - 254,700.00 28,300.00 - 283,000.00 573 475,916.57 First Lien - 476,250.00 - - 635,000.00 574 304,772.86 First Lien - 305,000.00 - - 512,000.00 575 540,000.00 First Lien - 540,000.00 - - 675,000.00 576 174,899.10 First Lien - 175,000.00 - - 250,000.00 577 229,834.03 First Lien - 230,000.00 - - 320,000.00 578 379,442.02 First Lien - 379,643.00 - - 400,000.00 579 291,664.02 First Lien - 292,000.00 - - 385,000.00 580 235,524.32 First Lien - 236,000.00 - - 295,000.00 581 303,443.64 First Lien - 304,000.00 - - 380,000.00 582 157,966.38 First Lien - 158,100.00 - - 186,000.00 583 202,628.47 First Lien - 203,000.00 - - 295,000.00 584 466,635.33 First Lien - 467,500.00 - - 550,000.00 585 215,048.19 First Lien - 215,200.00 - 269,000.00 270,000.00 586 235,180.36 First Lien - 236,000.00 59,000.00 295,000.00 295,000.00 587 258,226.62 First Lien - 258,400.00 - - 304,000.00 588 549,376.59 First Lien - 550,000.00 - 550,000.00 550,000.00 589 152,050.25 First Lien - 152,500.00 - - 162,000.00 590 83,753.24 First Lien - 84,000.00 21,000.00 105,000.00 114,000.00 591 20,985.79 Second Lien 84,000.00 105,000.00 - 105,000.00 114,000.00 592 179,956.87 First Lien - 180,200.00 45,050.00 225,250.00 250,000.00 593 45,022.01 Second Lien 180,200.00 225,250.00 - 225,250.00 250,000.00 594 93,954.28 Second Lien 376,000.00 470,000.00 - 470,000.00 500,000.00 595 359,689.97 First Lien - 360,000.00 90,000.00 - 460,000.00 596 89,934.02 Second Lien 360,000.00 450,000.00 - - 460,000.00 597 83,550.30 Second Lien 334,400.00 418,000.00 - 418,000.00 418,000.00 598 180,331.27 First Lien - 180,504.00 - 225,630.00 266,000.00 599 112,371.41 First Lien - 112,500.00 - 125,000.00 128,500.00 600 278,874.92 First Lien - 279,000.00 - - 310,000.00 601 515,844.47 First Lien - 516,000.00 129,000.00 645,000.00 645,000.00 602 128,917.14 Second Lien 516,000.00 645,000.00 - 645,000.00 645,000.00 603 232,270.37 First Lien - 232,500.00 - - 310,000.00 604 288,934.81 First Lien - 289,000.00 - - 340,000.00 605 269,772.59 First Lien - 270,000.00 - - 435,000.00 606 249,088.98 First Lien - 249,500.00 - - 400,000.00 607 112,182.26 First Lien - 112,200.00 - 132,000.00 133,000.00 608 521,774.84 First Lien - 522,500.00 - - 550,000.00 609 169,716.40 First Lien - 170,000.00 - - 340,000.00 610 128,165.94 First Lien - 128,250.00 - - 135,000.00 611 299,861.48 First Lien - 300,000.00 - - 400,000.00 612 209,615.63 First Lien - 210,000.00 - - 340,000.00 613 411,312.71 First Lien - 412,000.00 - - 515,000.00 614 228,599.78 First Lien - 228,750.00 - - 305,000.00 615 683,827.45 First Lien - 684,250.00 - - 805,000.00 616 148,569.13 First Lien - 148,750.00 - - 175,000.00 617 263,639.90 First Lien - 264,000.00 - - 440,000.00 618 320,776.85 First Lien - 321,000.00 - - 390,000.00 619 305,771.07 First Lien - 306,000.00 - - 345,000.00 620 400,269.80 First Lien - 400,500.00 - - 445,000.00 621 151,918.23 First Lien - 152,000.00 - - 185,000.00 622 270,473.15 First Lien - 270,750.00 - - 285,000.00 623 260,804.73 First Lien - 261,000.00 - - 290,000.00 624 199,439.03 First Lien - 199,800.00 - - 222,000.00 625 186,792.81 First Lien - 187,000.00 - - 220,000.00 626 306,000.00 First Lien - 306,000.00 - - 360,000.00 627 503,734.44 First Lien - 504,000.00 - - 600,000.00 628 231,960.42 First Lien - 232,000.00 - - 310,000.00 629 607,173.05 First Lien - 608,000.00 - 760,000.00 780,000.00 630 151,920.03 Second Lien 608,000.00 760,000.00 - 760,000.00 780,000.00 631 113,641.03 Second Lien 607,200.00 721,050.00 - - 759,000.00 632 742,146.91 First Lien - 742,500.00 - - 825,000.00 633 340,000.00 First Lien - 340,000.00 85,000.00 425,000.00 425,000.00 634 84,944.80 Second Lien 340,000.00 425,000.00 - 425,000.00 425,000.00 635 308,000.00 First Lien - 308,000.00 77,000.00 385,000.00 385,000.00 636 76,974.85 Second Lien 308,000.00 385,000.00 - 385,000.00 385,000.00 637 99,927.57 Second Lien 400,000.00 500,000.00 - 500,000.00 510,000.00 638 212,456.59 First Lien - 212,500.00 - - 250,000.00 639 170,311.51 First Lien - 170,400.00 42,600.00 213,000.00 225,000.00 640 530,400.00 First Lien - 530,400.00 132,600.00 663,000.00 665,000.00 641 132,563.31 Second Lien 530,400.00 663,000.00 - 663,000.00 665,000.00 642 111,847.66 First Lien - 112,000.00 - 160,000.00 163,000.00 643 127,307.57 First Lien - 127,500.00 - - 150,000.00 644 208,804.20 First Lien - 209,000.00 - - 235,000.00 645 65,914.60 First Lien - 66,000.00 - - 78,900.00 646 423,343.03 First Lien - 424,000.00 - 530,000.00 530,000.00 647 119,946.98 First Lien - 120,000.00 - - 161,000.00 648 27,982.21 Second Lien 112,000.00 140,000.00 - 140,000.00 160,000.00 649 188,689.10 First Lien - 188,800.00 47,200.00 236,000.00 236,000.00 650 47,186.49 Second Lien 188,800.00 236,000.00 - 236,000.00 236,000.00 651 197,756.77 First Lien - 198,000.00 49,500.00 247,500.00 250,000.00 652 49,470.23 Second Lien 198,000.00 247,500.00 - 247,500.00 250,000.00 653 189,372.56 First Lien - 189,600.00 47,400.00 237,000.00 237,000.00 654 197,713.91 First Lien - 198,000.00 - - 220,000.00 655 47,150.93 Second Lien 189,600.00 237,000.00 - 237,000.00 237,000.00 656 34,922.66 Second Lien 334,033.00 369,033.00 - - 435,000.00 657 89,908.26 First Lien - 90,000.00 - - 120,000.00 658 199,579.19 First Lien - 199,750.00 - - 235,000.00 659 291,126.96 First Lien - 291,500.00 - - 325,000.00 660 327,549.34 First Lien - 328,000.00 - - 410,000.00 661 337,250.00 First Lien - 337,250.00 - - 355,000.00 662 280,248.12 First Lien - 280,500.00 - - 330,000.00 663 178,499.19 First Lien - 178,500.00 - - 210,000.00 664 306,000.00 First Lien - 306,000.00 - - 360,000.00 665 147,081.22 First Lien - 147,200.00 - - 184,000.00 666 251,607.00 First Lien - 252,000.00 - - 280,000.00 667 42,519.08 Second Lien 170,400.00 213,000.00 - - 213,000.00 668 562,403.75 First Lien - 562,500.00 - - 625,000.00 669 179,895.36 First Lien - 180,000.00 - - 280,000.00 670 585,000.00 First Lien - 585,000.00 - - 650,000.00 671 67,952.38 First Lien - 68,000.00 - - 88,000.00 672 119,934.31 First Lien - 120,000.00 - - 165,000.00 673 439,841.55 First Lien - 440,000.00 110,000.00 550,000.00 595,000.00 674 109,962.86 Second Lien 440,000.00 550,000.00 - 550,000.00 595,000.00 675 376,352.72 First Lien - 376,550.00 - - 443,000.00 676 174,974.67 First Lien - 175,000.00 - - 250,000.00 677 195,375.33 First Lien - 195,500.00 - - 230,000.00 678 279,819.61 First Lien - 280,000.00 70,000.00 350,000.00 350,000.00 679 69,913.63 Second Lien 280,000.00 350,000.00 - 350,000.00 350,000.00 680 56,025.15 First Lien - 56,050.00 - - 59,000.00 681 210,939.56 First Lien - 211,000.00 - - 252,000.00 682 61,774.76 Second Lien 247,600.00 309,500.00 - 309,500.00 310,000.00 683 248,000.00 First Lien - 248,000.00 62,000.00 - 310,000.00 684 61,975.36 Second Lien 248,000.00 310,000.00 - - 310,000.00 685 202,858.25 First Lien - 202,900.00 - - 305,000.00 686 140,223.73 First Lien - 140,250.00 - - 165,000.00 687 149,947.66 Second Lien 640,000.00 790,000.00 - - 800,000.00 688 109,533.94 First Lien - 109,600.00 - - 137,000.00 689 192,467.06 First Lien - 192,500.00 - - 275,000.00 690 297,000.00 First Lien - 297,000.00 - - 318,000.00 691 576,000.00 First Lien - 576,000.00 - - 640,000.00 692 446,423.90 First Lien - 446,500.00 - - 470,000.00 693 438,550.45 First Lien - 440,000.00 - - 550,000.00 694 279,000.00 First Lien - 279,000.00 - - 310,000.00 695 352,000.00 First Lien - 352,000.00 - - 440,000.00 696 409,364.58 First Lien - 409,500.00 - - 455,000.00 697 348,750.00 First Lien - 348,750.00 - - 465,000.00 698 105,542.61 First Lien - 105,600.00 - - 132,000.00 699 209,404.31 First Lien - 209,500.00 - - 223,000.00 700 152,685.45 First Lien - 152,800.00 - - 191,000.00 701 76,361.45 First Lien - 76,500.00 - - 90,000.00 702 79,805.24 First Lien - 80,000.00 - 80,000.00 83,000.00 703 107,615.29 First Lien - 108,000.00 27,000.00 135,000.00 140,000.00 704 26,978.07 Second Lien 108,000.00 135,000.00 - 135,000.00 140,000.00 705 75,528.21 First Lien - 76,000.00 - - 95,000.00 706 220,000.00 First Lien - 220,000.00 - - 360,000.00 707 99,959.96 First Lien - 100,000.00 - - 255,000.00 708 264,000.00 First Lien