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 MORTGAGE FUNDING...
BEAR
XXXXXXX 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
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATES, SERIES 2007-SL2
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE OF TRUST FUND
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Seller.
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
|
Section
3.10
|
Servicing
Compensation.
|
|
Section
3.11
|
REO
Property.
|
|
Section
3.12
|
Liquidation
Reports.
|
|
Section
3.13
|
Annual
Statement as to Compliance.
|
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.15
|
Books
and Records.
|
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
|
Section
3.18
|
UCC.
|
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section
3.21
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
3.22
|
[Reserved].
|
|
Section
3.23
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A, Class M or Class B
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.
|
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 B Certificates
|
|
Exhibit
A-4
|
Form
of Class C Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
A-6
|
Form
of Class X Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer 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 Xxxxx Fargo Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
[Reserved]
|
|
Exhibit
O
|
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 (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. On or prior to the Closing Date, the Depositor
acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor
will sell the Mortgage Loans and certain other property to the Trust Fund and
receive in consideration therefor Certificates evidencing the entire beneficial
ownership interest in the Trust Fund.
REMIC
I
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
Swap Agreement, the Swap Account, the Swap Collateral Account and any rights
or
obligations in respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-1 Certificates will
represent the sole class of Residual Interests (as defined herein) in REMIC
I
for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
||
|
I-1-A
|
Variable(2)
|
$
|
4,754,986.58
|
February
2037
|
|
|
I-1-B
|
Variable(2)
|
$
|
4,754,986.58
|
February
2037
|
|
|
I-2-A
|
Variable(2)
|
$
|
4,586,625.77
|
February
2037
|
|
|
I-2-B
|
Variable(2)
|
$
|
4,586,625.77
|
February
2037
|
|
|
I-3-A
|
Variable(2)
|
$
|
4,424,219.19
|
February
2037
|
|
|
I-3-B
|
Variable(2)
|
$
|
4,424,219.19
|
February
2037
|
|
|
I-4-A
|
Variable(2)
|
$
|
4,267,556.44
|
February
2037
|
|
|
I-4-B
|
Variable(2)
|
$
|
4,267,556.44
|
February
2037
|
|
|
I-5-A
|
Variable(2)
|
$
|
4,116,434.54
|
February
2037
|
|
|
I-5-B
|
Variable(2)
|
$
|
4,116,434.54
|
February
2037
|
|
|
I-6-A
|
Variable(2)
|
$
|
3,970,657.70
|
February
2037
|
|
|
I-6-B
|
Variable(2)
|
$
|
3,970,657.70
|
February
2037
|
|
|
I-7-A
|
Variable(2)
|
$
|
3,830,037.02
|
February
2037
|
|
|
I-7-B
|
Variable(2)
|
$
|
3,830,037.02
|
February
2037
|
|
|
I-8-A
|
Variable(2)
|
$
|
3,694,390.30
|
February
2037
|
|
|
I-8-B
|
Variable(2)
|
$
|
3,694,390.30
|
February
2037
|
|
|
I-9-A
|
Variable(2)
|
$
|
3,563,541.75
|
February
2037
|
|
|
I-9-B
|
Variable(2)
|
$
|
3,563,541.75
|
February
2037
|
|
|
I-10-A
|
Variable(2)
|
$
|
3,437,321.79
|
February
2037
|
|
|
I-10-B
|
Variable(2)
|
$
|
3,437,321.79
|
February
2037
|
|
|
I-11-A
|
Variable(2)
|
$
|
3,315,566.85
|
February
2037
|
|
|
I-11-B
|
Variable(2)
|
$
|
3,315,566.85
|
February
2037
|
|
|
I-12-A
|
Variable(2)
|
$
|
3,198,119.12
|
February
2037
|
|
|
I-12-B
|
Variable(2)
|
$
|
3,198,119.12
|
February
2037
|
|
|
I-13-A
|
Variable(2)
|
$
|
3,084,826.35
|
February
2037
|
|
|
I-13-B
|
Variable(2)
|
$
|
3,084,826.35
|
February
2037
|
|
|
I-14-A
|
Variable(2)
|
$
|
2,975,541.71
|
February
2037
|
|
|
I-14-B
|
Variable(2)
|
$
|
2,975,541.71
|
February
2037
|
|
|
I-15-A
|
Variable(2)
|
$
|
2,870,123.52
|
February
2037
|
|
|
I-15-B
|
Variable(2)
|
$
|
2,870,123.52
|
February
2037
|
|
|
I-16-A
|
Variable(2)
|
$
|
2,768,435.11
|
February
2037
|
|
|
I-16-B
|
Variable(2)
|
$
|
2,768,435.11
|
February
2037
|
|
|
I-17-A
|
Variable(2)
|
$
|
2,670,344.66
|
February
2037
|
|
|
I-17-B
|
Variable(2)
|
$
|
2,670,344.66
|
February
2037
|
|
|
I-18-A
|
Variable(2)
|
$
|
2,575,724.97
|
February
2037
|
|
|
I-18-B
|
Variable(2)
|
$
|
2,575,724.97
|
February
2037
|
|
|
I-19-A
|
Variable(2)
|
$
|
2,484,453.36
|
February
2037
|
|
|
I-19-B
|
Variable(2)
|
$
|
2,484,453.36
|
February
2037
|
|
|
I-20-A
|
Variable(2)
|
$
|
2,396,411.48
|
February
2037
|
|
|
I-20-B
|
Variable(2)
|
$
|
2,396,411.48
|
February
2037
|
|
|
I-21-A
|
Variable(2)
|
$
|
2,311,485.16
|
February
2037
|
|
|
I-21-B
|
Variable(2)
|
$
|
2,311,485.16
|
February
2037
|
|
|
I-22-A
|
Variable(2)
|
$
|
2,229,564.25
|
February
2037
|
|
|
I-22-B
|
Variable(2)
|
$
|
2,229,564.25
|
February
2037
|
|
|
I-23-A
|
Variable(2)
|
$
|
2,150,542.50
|
February
2037
|
|
|
I-23-B
|
Variable(2)
|
$
|
2,150,542.50
|
February
2037
|
|
|
I-24-A
|
Variable(2)
|
$
|
2,074,317.42
|
February
2037
|
|
|
I-24-B
|
Variable(2)
|
$
|
2,074,317.42
|
February
2037
|
|
|
I-25-A
|
Variable(2)
|
$
|
2,000,790.14
|
February
2037
|
|
|
I-25-B
|
Variable(2)
|
$
|
2,000,790.14
|
February
2037
|
|
|
I-26-A
|
Variable(2)
|
$
|
1,929,865.27
|
February
2037
|
|
|
I-26-B
|
Variable(2)
|
$
|
1,929,865.27
|
February
2037
|
|
|
I-27-A
|
Variable(2)
|
$
|
1,861,450.80
|
February
2037
|
|
|
I-27-B
|
Variable(2)
|
$
|
1,861,450.80
|
February
2037
|
|
|
I-28-A
|
Variable(2)
|
$
|
1,795,457.98
|
February
2037
|
|
|
I-28-B
|
Variable(2)
|
$
|
1,795,457.98
|
February
2037
|
|
|
I-29-A
|
Variable(2)
|
$
|
1,731,801.16
|
February
2037
|
|
|
I-29-B
|
Variable(2)
|
$
|
1,731,801.16
|
February
2037
|
|
|
I-30-A
|
Variable(2)
|
$
|
1,670,397.77
|
February
2037
|
|
|
I-30-B
|
Variable(2)
|
$
|
1,670,397.77
|
February
2037
|
|
|
I-31-A
|
Variable(2)
|
$
|
1,611,168.10
|
February
2037
|
|
|
I-31-B
|
Variable(2)
|
$
|
1,611,168.10
|
February
2037
|
|
|
I-32-A
|
Variable(2)
|
$
|
1,554,035.31
|
February
2037
|
|
|
I-32-B
|
Variable(2)
|
$
|
1,554,035.31
|
February
2037
|
|
|
I-33-A
|
Variable(2)
|
$
|
1,498,925.23
|
February
2037
|
|
|
I-33-B
|
Variable(2)
|
$
|
1,498,925.23
|
February
2037
|
|
|
I-34-A
|
Variable(2)
|
$
|
1,445,766.34
|
February
2037
|
|
|
I-34-B
|
Variable(2)
|
$
|
1,445,766.34
|
February
2037
|
|
|
I-35-A
|
Variable(2)
|
$
|
1,394,489.63
|
February
2037
|
|
|
I-35-B
|
Variable(2)
|
$
|
1,394,489.63
|
February
2037
|
|
|
I-36-A
|
Variable(2)
|
$
|
1,345,028.54
|
February
2037
|
|
|
I-36-B
|
Variable(2)
|
$
|
1,345,028.54
|
February
2037
|
|
|
I-37-A
|
Variable(2)
|
$
|
1,297,318.86
|
February
2037
|
|
|
I-37-B
|
Variable(2)
|
$
|
1,297,318.86
|
February
2037
|
|
|
I-38-A
|
Variable(2)
|
$
|
1,251,298.64
|
February
2037
|
|
|
I-38-B
|
Variable(2)
|
$
|
1,251,298.64
|
February
2037
|
|
|
I-39-A
|
Variable(2)
|
$
|
1,206,908.13
|
February
2037
|
|
|
I-39-B
|
Variable(2)
|
$
|
1,206,908.13
|
February
2037
|
|
|
I-40-A
|
Variable(2)
|
$
|
1,164,089.69
|
February
2037
|
|
|
I-40-B
|
Variable(2)
|
$
|
1,164,089.69
|
February
2037
|
|
|
I-41-A
|
Variable(2)
|
$
|
1,122,787.71
|
February
2037
|
|
|
I-41-B
|
Variable(2)
|
$
|
1,122,787.71
|
February
2037
|
|
|
I-42-A
|
Variable(2)
|
$
|
1,082,948.55
|
February
2037
|
|
|
I-42-B
|
Variable(2)
|
$
|
1,082,948.55
|
February
2037
|
|
|
I-43-A
|
Variable(2)
|
$
|
1,044,520.47
|
February
2037
|
|
|
I-43-B
|
Variable(2)
|
$
|
1,044,520.47
|
February
2037
|
|
|
I-44-A
|
Variable(2)
|
$
|
1,007,453.54
|
February
2037
|
|
|
I-44-B
|
Variable(2)
|
$
|
1,007,453.54
|
February
2037
|
|
|
I-45-A
|
Variable(2)
|
$
|
27,306,553.04
|
February
2037
|
|
|
I-45-B
|
Variable(2)
|
$
|
27,306,553.04
|
February
2037
|
|
|
II-1-A
|
Variable(2)
|
$
|
524,999.84
|
February
2037
|
|
|
II-1-B
|
Variable(2)
|
$
|
524,999.84
|
February
2037
|
|
|
II-2-A
|
Variable(2)
|
$
|
506,411.06
|
February
2037
|
|
|
II-2-B
|
Variable(2)
|
$
|
506,411.06
|
February
2037
|
|
|
II-3-A
|
Variable(2)
|
$
|
488,479.69
|
February
2037
|
|
|
II-3-B
|
Variable(2)
|
$
|
488,479.69
|
February
2037
|
|
|
II-4-A
|
Variable(2)
|
$
|
471,182.49
|
February
2037
|
|
|
II-4-B
|
Variable(2)
|
$
|
471,182.49
|
February
2037
|
|
|
II-5-A
|
Variable(2)
|
$
|
454,497.07
|
February
2037
|
|
|
II-5-B
|
Variable(2)
|
$
|
454,497.07
|
February
2037
|
|
|
II-6-A
|
Variable(2)
|
$
|
438,401.79
|
February
2037
|
|
|
II-6-B
|
Variable(2)
|
$
|
438,401.79
|
February
2037
|
|
|
II-7-A
|
Variable(2)
|
$
|
422,875.81
|
February
2037
|
|
|
II-7-B
|
Variable(2)
|
$
|
422,875.81
|
February
2037
|
|
|
II-8-A
|
Variable(2)
|
$
|
407,899.01
|
February
2037
|
|
|
II-8-B
|
Variable(2)
|
$
|
407,899.01
|
February
2037
|
|
|
II-9-A
|
Variable(2)
|
$
|
393,451.97
|
February
2037
|
|
|
II-9-B
|
Variable(2)
|
$
|
393,451.97
|
February
2037
|
|
|
II-10-A
|
Variable(2)
|
$
|
379,515.98
|
February
2037
|
|
|
II-10-B
|
Variable(2)
|
$
|
379,515.98
|
February
2037
|
|
|
II-11-A
|
Variable(2)
|
$
|
366,072.97
|
February
2037
|
|
|
II-11-B
|
Variable(2)
|
$
|
366,072.97
|
February
2037
|
|
|
II-12-A
|
Variable(2)
|
$
|
353,105.52
|
February
2037
|
|
|
II-12-B
|
Variable(2)
|
$
|
353,105.52
|
February
2037
|
|
|
II-13-A
|
Variable(2)
|
$
|
340,596.82
|
February
2037
|
|
|
II-13-B
|
Variable(2)
|
$
|
340,596.82
|
February
2037
|
|
|
II-14-A
|
Variable(2)
|
$
|
328,530.67
|
February
2037
|
|
|
II-14-B
|
Variable(2)
|
$
|
328,530.67
|
February
2037
|
|
|
II-15-A
|
Variable(2)
|
$
|
316,891.40
|
February
2037
|
|
|
II-15-B
|
Variable(2)
|
$
|
316,891.40
|
February
2037
|
|
|
II-16-A
|
Variable(2)
|
$
|
305,663.95
|
February
2037
|
|
|
II-16-B
|
Variable(2)
|
$
|
305,663.95
|
February
2037
|
|
|
II-17-A
|
Variable(2)
|
$
|
294,833.75
|
February
2037
|
|
|
II-17-B
|
Variable(2)
|
$
|
294,833.75
|
February
2037
|
|
|
II-18-A
|
Variable(2)
|
$
|
284,386.75
|
February
2037
|
|
|
II-18-B
|
Variable(2)
|
$
|
284,386.75
|
February
2037
|
|
|
II-19-A
|
Variable(2)
|
$
|
274,309.42
|
February
2037
|
|
|
II-19-B
|
Variable(2)
|
$
|
274,309.42
|
February
2037
|
|
|
II-20-A
|
Variable(2)
|
$
|
264,588.68
|
February
2037
|
|
|
II-20-B
|
Variable(2)
|
$
|
264,588.68
|
February
2037
|
|
|
II-21-A
|
Variable(2)
|
$
|
255,211.94
|
February
2037
|
|
|
II-21-B
|
Variable(2)
|
$
|
255,211.94
|
February
2037
|
|
|
II-22-A
|
Variable(2)
|
$
|
246,167.02
|
February
2037
|
|
|
II-22-B
|
Variable(2)
|
$
|
246,167.02
|
February
2037
|
|
|
II-23-A
|
Variable(2)
|
$
|
237,442.20
|
February
2037
|
|
|
II-23-B
|
Variable(2)
|
$
|
237,442.20
|
February
2037
|
|
|
II-24-A
|
Variable(2)
|
$
|
229,026.16
|
February
2037
|
|
|
II-24-B
|
Variable(2)
|
$
|
229,026.16
|
February
2037
|
|
|
II-25-A
|
Variable(2)
|
$
|
220,907.98
|
February
2037
|
|
|
II-25-B
|
Variable(2)
|
$
|
220,907.98
|
February
2037
|
|
|
II-26-A
|
Variable(2)
|
$
|
213,077.14
|
February
2037
|
|
|
II-26-B
|
Variable(2)
|
$
|
213,077.14
|
February
2037
|
|
|
II-27-A
|
Variable(2)
|
$
|
205,523.48
|
February
2037
|
|
|
II-27-B
|
Variable(2)
|
$
|
205,523.48
|
February
2037
|
|
|
II-28-A
|
Variable(2)
|
$
|
198,237.18
|
February
2037
|
|
|
II-28-B
|
Variable(2)
|
$
|
198,237.18
|
February
2037
|
|
|
II-29-A
|
Variable(2)
|
$
|
191,208.81
|
February
2037
|
|
|
II-29-B
|
Variable(2)
|
$
|
191,208.81
|
February
2037
|
|
|
II-30-A
|
Variable(2)
|
$
|
184,429.24
|
February
2037
|
|
|
II-30-B
|
Variable(2)
|
$
|
184,429.24
|
February
2037
|
|
|
II-31-A
|
Variable(2)
|
$
|
177,889.67
|
February
2037
|
|
|
II-31-B
|
Variable(2)
|
$
|
177,889.67
|
February
2037
|
|
|
II-32-A
|
Variable(2)
|
$
|
171,581.62
|
February
2037
|
|
|
II-32-B
|
Variable(2)
|
$
|
171,581.62
|
February
2037
|
|
|
II-33-A
|
Variable(2)
|
$
|
165,496.89
|
February
2037
|
|
|
II-33-B
|
Variable(2)
|
$
|
165,496.89
|
February
2037
|
|
|
II-34-A
|
Variable(2)
|
$
|
159,627.60
|
February
2037
|
|
|
II-34-B
|
Variable(2)
|
$
|
159,627.60
|
February
2037
|
|
|
II-35-A
|
Variable(2)
|
$
|
153,966.12
|
February
2037
|
|
|
II-35-B
|
Variable(2)
|
$
|
153,966.12
|
February
2037
|
|
|
II-36-A
|
Variable(2)
|
$
|
148,505.10
|
February
2037
|
|
|
II-36-B
|
Variable(2)
|
$
|
148,505.10
|
February
2037
|
|
|
II-37-A
|
Variable(2)
|
$
|
143,237.46
|
February
2037
|
|
|
II-37-B
|
Variable(2)
|
$
|
143,237.46
|
February
2037
|
|
|
II-38-A
|
Variable(2)
|
$
|
138,156.35
|
February
2037
|
|
|
II-38-B
|
Variable(2)
|
$
|
138,156.35
|
February
2037
|
|
|
II-39-A
|
Variable(2)
|
$
|
133,255.18
|
February
2037
|
|
|
II-39-B
|
Variable(2)
|
$
|
133,255.18
|
February
2037
|
|
|
II-40-A
|
Variable(2)
|
$
|
128,527.58
|
February
2037
|
|
|
II-40-B
|
Variable(2)
|
$
|
128,527.58
|
February
2037
|
|
|
II-41-A
|
Variable(2)
|
$
|
123,967.41
|
February
2037
|
|
|
II-41-B
|
Variable(2)
|
$
|
123,967.41
|
February
2037
|
|
|
II-42-A
|
Variable(2)
|
$
|
119,568.75
|
February
2037
|
|
|
II-42-B
|
Variable(2)
|
$
|
119,568.75
|
February
2037
|
|
|
II-43-A
|
Variable(2)
|
$
|
115,325.89
|
February
2037
|
|
|
II-43-B
|
Variable(2)
|
$
|
115,325.89
|
February
2037
|
|
|
II-44-A
|
Variable(2)
|
$
|
111,233.32
|
February
2037
|
|
|
II-44-B
|
Variable(2)
|
$
|
111,233.32
|
February
2037
|
|
|
II-45-A
|
Variable(2)
|
$
|
3,014,926.67
|
February
2037
|
|
|
II-45-B
|
Variable(2)
|
$
|
3,014,926.67
|
February
2037
|
|
______________________________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will represent the sole class of Residual Interests
in REMIC II for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests (as defined herein).
None of the REMIC II Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC II Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
|
AA
|
Variable(2)
|
$ |
145,899,924.34
|
February
2037
|
|
I-A
|
Variable(2)
|
$ |
981,420.00
|
February
2037
|
|
II-A
|
Variable(2)
|
$ |
108,355.00
|
February
2037
|
|
M-1
|
Variable(2)
|
$ |
77,415.00
|
February
2037
|
|
M-2
|
Variable(2)
|
$ |
69,970.00
|
February
2037
|
|
M-3
|
Variable(2)
|
$ |
31,265.00
|
February
2037
|
|
M-4
|
Variable(2)
|
$ |
26,800.00
|
February
2037
|
|
M-5
|
Variable(2)
|
$ |
24,565.00
|
February
2037
|
|
M-6
|
Variable(2)
|
$ |
23,075.00
|
February
2037
|
|
B-1
|
Variable(2)
|
$ |
21,585.00
|
February
2037
|
|
B-2
|
Variable(2)
|
$ |
19,355.00
|
February
2037
|
|
B-3
|
Variable(2)
|
$ |
19,355.00
|
February
2037
|
|
ZZ
|
Variable(2)
|
$ |
1,574,389.48
|
February
2037
|
|
IO
|
(2)
|
(3)
|
February
2037
|
|
|
1-Sub
|
Variable(2)
|
$ |
7,186.46
|
February
2037
|
|
1-Grp
|
Variable(2)
|
$ |
26,814.86
|
February
2037
|
|
2-Sub
|
Variable(2)
|
$ |
793.54
|
February
2037
|
|
2-Grp
|
Variable(2)
|
$ |
2,960.64
|
February
2037
|
|
XX
|
Variable(2)
|
$ |
148,839,718.34
|
February
2037
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
CERTIFICATES
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest and the Class IO Interest) and,
for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of Certificates and interests
that represents ownership of one or more of the Regular Interests in REMIC
III
created hereunder. The
Trust
Fund will also issue the Class X Certificates, as designated below, which will
not represent a Regular Interest in any REMIC created hereunder.
Each
Certificate, other than the Class C, Class X and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class
IO
Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
|
|
I-A(2)
|
Variable(3)
|
$ |
196,284,000.00
|
February
2037
|
|
II-A(2)
|
Variable(3)
|
$ |
21,671,000.00
|
February
2037
|
|
M-1(2)
|
Variable(3)
|
$ |
15,483,000.00
|
February
2037
|
|
M-2(2)
|
Variable(3)
|
$ |
13,994,000.00
|
February
2037
|
|
M-3(2)
|
Variable(3)
|
$ |
6,253,000.00
|
February
2037
|
|
M-4(2)
|
Variable(3)
|
$ |
5,360,000.00
|
February
2037
|
|
M-5(2)
|
Variable(3)
|
$ |
4,913,000.00
|
February
2037
|
|
M-6(2)
|
Variable(3)
|
$ |
4,615,000.00
|
February
2037
|
|
B-1(2)
|
Variable(3)
|
$ |
4,317,000.00
|
February
2037
|
|
B-2(2)
|
Variable(3)
|
$ |
3,871,000.00
|
February
2037
|
|
B-3(2)
|
Variable(3)
|
$ |
3,871,000.00
|
February
2037
|
|
Class
C Interest
|
Variable(3)(4)
|
$ |
297,954,947.64
|
February
2037
|
|
Class
IO Interest
|
(5)
|
(6)
|
February
2037
|
|
|
X
|
N/A
|
N/A
|
N/A
|
___________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each Regular Interest in REMIC III the ownership of which is
represented by the Class A, Class M and Class B Certificates, the Class C
Interest and the Class IO Interest.
(2)
This
Class of Certificates represents ownership of a Regular Interest in REMIC III.
Any amount distributed on this Class of Certificates on any Distribution Date
in
excess of the amount distributable on the related Regular Interest in REMIC
III
on such Distribution Date shall be treated for federal income tax purposes
as
having been paid from the Reserve Fund or the Supplemental Interest Trust,
as
applicable, and any amount distributable on the related Regular Interest in
REMIC III on such Distribution Date in excess of the amount distributable on
such Class of Certificates on such Distribution Date shall be treated for such
purposes as having been distributed to the Holders of such Certificates and
then
paid by such Holders to the Supplemental Interest Trust, all pursuant to and
as
further provided in Section 3.21 hereof.
(3)
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each Regular
Interest in REMIC III which corresponds to a Class A, Class M or Class B
Certificate will have the same Pass-Through Rate as such Certificate, except
with respect to the Net WAC Cap Rate. The Net WAC Cap Rate for each such Regular
Interest in REMIC III and Certificate is specified in the definition of “Net WAC
Cap Rate.”
(4)
The
Class
C Interest will not accrue interest on its Uncertificated Principal Balance,
but
will accrue interest on its Uncertificated Notional Amount as described
herein.
(5)
For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest IO.
(6)
For
federal income tax purposes, the Class IO Interest will not have an
Uncertificated Principal Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC II Regular Interest IO.
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class C Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest represents the sole class of Residual Interests in REMIC IV for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder. Each Class C Certificate represents ownership of a Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
C
|
(2)
|
$ |
297,954,947.64
|
February
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class C
Certificates.
|
|
(2)
|
The
Class C Certificates will not accrue interest on its Uncertificated
Principal Balance, but will receive 100% of the amounts received
in
respect of the Class C Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC V”. The Class
R-5 Interest represents the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The
following table sets forth the 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
V
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
February
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC V Regular Interest
IO.
|
|
(2)
|
REMIC
V Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
V Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
|
(4)
|
REMIC
V Regular Interest IO will not have an Uncertificated Principal Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Mortgage
Funding Trust 2007-SL2.” The Certificates issued hereunder may be referred to as
“Mortgage-Backed Certificates, Series 2007-SL2” (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:
The
meaning set forth in Section 3.16(a)(iii).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Reserve Fund, the Swap Account, the Protected Account
and the Swap Collateral Account.
Accrual
Period:
With
respect to the Certificates (other than the Class C, Class X and 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 C Certificates and the Class C Interest and
any
Distribution Date, the calendar month immediately preceding such Distribution
Date. All calculations of interest on the Certificates (other than the Class
C,
Class X Certificates and 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 C Certificates and the Class C Interest 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).
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Advance:
An
advance of delinquent payments of principal and interest in respect of a
Mortgage Loan required to be made by the Master Servicer as provided in Section
5.01 hereof.
Affected
Party:
As
defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account at
the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments
received after the last day of the related Prepayment Period and 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 any Class of Class A, Class M and Class
B
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
that 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.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iv).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) 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 lesser of (x) the related One-Month
LIBOR Pass-Through Rate and (y) 11.00% per annum, over (b) the amount of Current
Interest that such Class received on such Distribution Date if the Pass-Through
Rate is limited to the Net WAC Cap Rate and (B) the Basis Risk Shortfall Carry
Forward Amount for the previous Distribution Date not previously paid, together
with interest thereon at a rate equal to the related Pass-Through Rate for
the
current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
C 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 Cities of New York, New York, Chicago, Illinois,
Minneapolis, Minnesota or any city in which the Corporate Trust Office of the
Trustee or the principal office of the Master Servicer are located and are
authorized or obligated by law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-6.
Certificate
Margin:
With
respect to the Class I-A Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A, 0.160% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.320% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.150% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.300% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.750% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.550% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.825% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.650% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.975% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.900%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.350%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 1.050%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.575%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 0.
1.200%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.800%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class B-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-1, 3.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 4.500% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-2, 3.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 5.250% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-3, 3.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 5.250% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class C Certificates and any Distribution Date, an amount equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning of
the
related Due Period. The
initial Certificate Notional Amount of the Class C Certificates shall be
$297,754,947.64. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class C 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 X, Class C and Class R Certificate) and
as
of any Distribution Date, the Initial Certificate Principal Balance of such
Certificate plus, in the case of a Class A, Class M or Class B 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 C Certificates and as of any
Distribution Date, an amount equal to the Uncertificated Principal Balance
of
the Class C Interest.
Certificate
Register:
The
register maintained pursuant to Section 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:
The
meaning set forth in Section 3.16(a)(iii).
Certifying
Person:
The
meaning set forth 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:
The
Class I-A Certificates and Class II-A Certificates.
Class
I-A Certificate:
Any
Certificate designated as a “Class I-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class I-A Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group I for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
II-A Certificate:
Any
Certificate designated as a “Class II-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class II-A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group II for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 46.40% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B Certificates:
Any of
the Class B-1, Class B-2 or Class B-3 Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount and the Class
M-6 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount and Class II-A Principal Distribution Amount, on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 83.30% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B-2 Certificate:
Any
Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class
M-6
Principal Distribution Amount and the Class B-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount and Class II-A
Principal Distribution Amount, on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (8) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount on such Distribution
Date) and (9) the Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 85.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B-3 Certificate:
Any
Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class
M-6
Principal Distribution Amount, the Class B-1 Principal Distribution Amount,
and
the Class B-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (9) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (10) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 88.50% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts, (iii) the right to receive Class IO Distribution Amounts
and (iv) the right to receive any Prepayment Charge Waiver Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class C Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication, any
Subsequent Recoveries not distributed to the Class A, Class M and Class B
Certificates on such Distribution Date; provided, however, that, on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the Class C Distribution Amount shall include the Overcollateralization
Amount.
Class
C Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.21(c) hereof on such Distribution Date in excess of the amount payable on
REMIC V Regular Interest IO on such Distribution Date, all as further provided
in Section 3.21 hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC V Regular Interest IO, evidencing a Regular Interest in REMIC
III for purposes of the REMIC provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing
(i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk
Shortfall Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class
I-A
Principal Distribution Amount and 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 A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 56.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount
and
the Class M-1 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 66.20% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount and
Class II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (4) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 70.40% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount and the Class M-3 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
I-A Principal Distribution Amount and Class II-A Principal Distribution Amount
on such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 74.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount and Class II-A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (3) the Certificate Principal Balance of
the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (5) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date) and (6) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 77.30% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 80.40% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest and Class R-5 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as set forth
herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
X Certificate:
Any
Certificate designated as a “Class X Certificate” on the face thereof, in the
form of Exhibit A-6 hereto.
Closing
Date:
February 28, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Combined
Loan-to-Value Ratio:
With
respect to any Mortgage Loan and as of any date of determination, a fraction
(expressed as a percentage) the numerator of which is the sum of (i) original
principal balance of the related Mortgage Loan at such date of determination
and
(ii) the unpaid principal balance of the related first lien Mortgage Loan as
of
the date of origination of that Mortgage Loan and the denominator of which
is
the applicable Appraised Value of the related Mortgaged Property at
origination.
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 execution of this Agreement is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust 2007-SL2,
or
at such other address as the Trustee may designate from time to
time.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX), the Certificate with the
corresponding designation. With respect to each REMIC III Regular Interest
(other than the Class C Interest and the Class IO Interest), the related
Certificate representing an ownership therein.
Cumulative
Realized Loss Percentage:
With
respect to the Certificates and any Distribution Date, the percentage obtained
by dividing (x) the aggregate Realized Losses on the Mortgage Loans incurred
since the related Cut-off Date through the end of the related Due Period by
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the related
Cut-off Date.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates (other than the Class
X
Certificates and the Residual Certificates) and interests of each class (other
than the Residual Interests), (i) the interest accrued on the Certificate
Principal Balance, or Certificate Notional Amount or Uncertificated Notional
Amount, as applicable, during the related Accrual Period at the applicable
Pass-Through Rate, plus any amount previously distributed with respect to
interest for such Certificate or interest that has been recovered as a voidable
preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment
Interest Shortfall for such Distribution Date, to the extent not covered by
Compensating Interest and (b) any Relief Act Interest Shortfalls during the
related Due Period; provided, however, that for purposes of calculating Current
Interest for any such class, amounts specified in clause (ii) hereof for any
such Distribution Date shall be allocated first to the Class C Certificates
and
the Class C Interest in reduction of amounts otherwise distributable to such
Certificates and interest on such Distribution Date and then any excess shall be
allocated to each Class of Class A, Class M and Class B Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage: With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month).
Custodial
Agreement:
The
Xxxxx Fargo Custodial Agreement.
Custodian:
Xxxxx
Fargo, 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 as of the Cut-off Date
after application of all Principal Prepayments received prior to the Cut-off
Date and scheduled payments of principal due on or before the Cut-off Date,
whether or not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date. The aggregate
Cut-off Date Principal Balance of the Mortgage Loans is $297,754,947.64.
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:
As
defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
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.
Depositor
Information:
As
defined in Section 3.16.
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 signing on behalf of the Issuing Entity and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit
H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution:
A
depository institution (commercial bank, federal savings bank, mutual savings
bank or savings and loan association) or trust company (which may include the
Trustee and the Master Servicer), the deposits of which are fully insured by
the
FDIC to the extent provided by law.
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, Bear Xxxxxxx
Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates, Series 2007-SL2”.
The Distribution Account must be an Eligible Account.
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 and including 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 each Rating Agency, 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.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class C Certificates and Residual Certificates.
Estimated
Swap Termination Payment:
As
specified in the Swap Agreement.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of (a)
the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest Funds
for such Distribution Date, over (ii) the sum of the Current Interest on the
Class A, Class M and Class B Certificates and any such Interest Carry Forward
Amounts on the Class A Certificates (other than Interest Carry Forward Amounts
paid pursuant to Section 5.04(a)(4)(A)), in each case for such Distribution
Date.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date, over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Mae:
Xxxxxx
Xxx (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 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.
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.
Form
8-K Disclosure Information:
The
meaning set forth 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 Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group I for such Distribution Date and the denominator of which is the Principal
Funds for Loan Group I and Loan Group II for such Distribution
Date.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group II for such Distribution Date and the denominator of which is the
Principal Funds for Loan Group I and Loan Group II for such Distribution
Date.
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 (other than the Class X Certificates), the
Certificate Principal Balance of such Certificate or any predecessor Certificate
on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity holders in which
come
within such paragraphs.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the 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 C Certificates 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 and Loan Group II 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 less
the
Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b) all Advances
relating to interest with respect to the Mortgage Loans in the related Loan
Group made on or prior to the related Distribution Account Deposit Date, (c)
all
Compensating Interest with respect to the Mortgage Loans in the related Loan
Group and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and
Subsequent Recoveries with respect to the Mortgage Loans in the related Loan
Group collected during the prior calendar month (to the extent such Liquidation
Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating
to interest with respect to each Mortgage Loan in the related Loan Group
repurchased by EMC pursuant to Sections 2.02 and 2.03 and by the Master Servicer
pursuant to Section 3.19, in each case to the extent remitted by the Master
Servicer to the Distribution Account pursuant to this Agreement and (f) the
interest portion of any proceed received from the exercise of a Optional
Termination relating to such Loan Group, minus (2)(i) all amounts relating
to
interest required to be reimbursed pursuant to Sections 4.02 and 4.05 or as
otherwise set forth in this Agreement and (ii) any Net Swap Payment or Swap
Termination Payment (not due to a Swap Provider Trigger Event and other than
to
the extent already paid by the Swap Administrator from any upfront payment
received pursuant to any replacement interest rate swap agreement that may
be
entered into by the Supplemental Interest Trust Trustee) owed to the Swap
Administrator for payment to the Swap Provider for such Distribution Date and
any such payments remaining unpaid for any prior Distribution
Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
Issuing
Entity:
The
Trust designated as Bear Xxxxxxx Mortgage Funding Trust 2007-SL2.
LaSalle:
LaSalle
Bank National Association, and any successor in interest.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: the Distribution Date
in February
2037.
Latest
Possible Maturity Date:
The
Distribution Date in the month following the final scheduled maturity date
of
the Mortgage Loan in the Trust Fund having the latest scheduled maturity date
as
of the Cut-off Date. For purposes of the Treasury regulations under Sections
860A through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall
be
the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
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 and Subsequent Recoveries, 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, together with the
net
proceeds received with respect to any Mortgaged Properties 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
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.
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 Mae 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 C Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), with the rate
on
each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ)
subject to a cap equal to the least of (i) the One-Month LIBOR Pass-Through
Rate
for the Corresponding Certificate, (ii) 11.00% per annum and (iii) the Net
WAC
Cap Rate for the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of this calculation
for such Distribution Date, and with the rate on REMIC II Regular Interest
ZZ
subject to a cap of zero for the purpose of this calculation; provided, however,
that solely for this purpose, the related cap with respect to each REMIC II
Regular Interest (other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp,
2-Sub, 2-Grp, XX and IO) shall be multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related Accrual Period.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Master
Servicer Information:
As
defined in Section 3.16.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum
Probable Exposure:
With
respect to each Distribution Date and the Swap Agreement, the amount calculated
by the Depositor in accordance with the Depositor’s internal risk management
process in respect of similar instruments, such calculation to be performed as
agreed by the Trustee and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), with the rate on each such
REMIC
II Regular Interest subject to a cap equal to the least of (x) the One-Month
LIBOR Pass Through Rate for the Corresponding Certificate, (y) 11.00% per annum
and (z) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership
of
which is represented by the Corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided, however, that solely for
this
purpose, the related cap with respect to each REMIC II Regular Interest (other
than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and
IO)
shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement prepared and delivered by the Trustee 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 second lien on 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
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of February 28, 2007, between EMC,
as
seller and the Depositor, as purchaser in the form attached hereto as Exhibit
L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
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 and separated into Group I Mortgage Loan and Group II
Mortgage Loans, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
Mortgage Loan Schedule being attached hereto as Exhibit B, with respect to
the
Mortgage Loans and as amended from time to time to reflect the repurchase or
substitution of Mortgage Loans pursuant to this Agreement or the Mortgage Loan
Purchase Agreement, as the case may be, 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) the
Net
Rate;
(h) the
maturity date;
(i) the
stated original term to maturity;
(j) the
stated remaining term to maturity;
(k) the
original Principal Balance;
(l) the
first
payment date;
(m) the
principal and interest payment in effect as of the Cut-off Date;
(n) the
unpaid Principal Balance as of the Cut-off Date;
(o) the
Loan-to-Value Ratio at origination;
(p) the
insurer of any Primary Mortgage Insurance Policy;
(q) the
MIN
with respect to each MOM Loan;
(r) the
Gross
Margin, if applicable;
(s) the
next
Adjustment Date, if applicable;
(t) the
Maximum Mortgage Rate, if applicable;
(u) the
Minimum Mortgage Rate, if applicable;
(v) the
Periodic Rate Cap, if applicable;
(w) the
Loan
Group, if applicable;
(x) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(y) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(z) the
Prepayment Charge, if any;
(aa) lien
position (e.g., first lien or second lien);
(bb) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(cc) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(dd) the
interest-only term, if applicable;
(ee) the
Mortgage Loan Seller; and
(ff) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (m) and (n)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (g) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the related
Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee
Fee
and (iii) the rate at which the LPMI Fee is calculated, if any.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Net
WAC Cap Rate:
With
respect to any Distribution Date and the Class I-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding 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 Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other
than to the extent already paid by the Swap Administrator
from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. With respect to any Distribution Date and the REMIC III Regular Interests
the ownership of which is represented by the Class I-A Certificates, a per
annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular Interest 1-Grp, weighted on the basis
of
the Uncertificated Principal Balance of such REMIC II Regular Interest
immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group II Mortgage Loans, 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 Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreement that may be entered
into by the Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the related
Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class II-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class M Certificates and Class B
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the weighted average of the Net Mortgage Rates
on
the then outstanding Mortgage Loans in each Loan Group, weighted in proportion
to the results of subtracting from the aggregate Stated Principal Balance of
the
Mortgage Loans of each such Loan Group as of the related Due Date prior to
giving effect to any reduction in the Stated Principal Balances of such Mortgage
Loans on such Due Date the aggregate Certificate Principal Balance of the
related Class 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 Swap Payment payable to the Swap Provider on such Distribution
Date and (ii) any Swap Termination Payment not due to a Swap Provider Trigger
Event payable to the Swap Provider (other than to the extent already paid by
the
Swap Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class M Certificates and Class B Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp and (b) REMIC II Regular Interest 2-Sub, subject to
a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC II Regular Interest immediately prior to such
Distribution Date.
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 or other party hereto pursuant to this Agreement, that, in the good
faith judgment of the Master Servicer or such other party, will not or, in
the
case of a proposed advance, would not, be ultimately recoverable by it from
the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit M.
Offered
Certificates:
Any of
the Class A, Class M, Class B-1, Class B-2 and Class B-3
Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor, the Seller or the Master Servicer (or
any other officer customarily performing functions similar to those performed
by
any of the above designated officers and also to whom, with respect to a
particular matter, such matter is referred because of such officer’s knowledge
of and familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller and/or the Trustee, as the case may be, as required
by
this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period and the Offered Certificates, the rate determined
by the Trustee on the related Interest Determination Date on the basis of the
rate for U.S. dollar deposits for one month that appears on Telerate Screen
Page
3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If
such
rate does not appear on such page (or such other page as may replace that page
on that service, or if such service is no longer offered, such other service
for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Trustee), One-Month LIBOR for the applicable 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 Offered 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 Offered Certificate and, for purposes of the definitions of
“Marker Rate” and “Maximum Uncertificated Accrued Interest Deferral Amount”, the
related REMIC II Regular Interest for which such Certificate is the
Corresponding Certificate, a per annum rate equal to One-Month LIBOR plus the
related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for EMC, 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 EMC, Depositor and the Master Servicer, (ii) not have
any
direct financial interest in EMC,
the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with EMC, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and any REO Property pursuant to Section 10.01
hereof.
Optional
Termination Date:
The
Distribution Date on which the aggregate Stated Principal Balance of all of
the
Mortgage Loans is equal to or less than 20% of the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the prior calendar month), over
the
aggregate Certificate Principal Balance of the Class A, Class M and Class B
Certificates on such Distribution Date (after taking into account the payment
of
principal other than any Extra Principal Distribution Amount on such
Certificates).
Overcollateralization
Floor:
With
respect to the Certificates, an amount equal to 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
Loan
Group I and Loan Group II for such Distribution Date and (y) the excess, if
any,
of (i) the Overcollateralization Amount for such Distribution Date (assuming
that 100% of the Principal Funds is applied as a principal payment on such
Distribution Date), over (ii) the Overcollateralization Target Amount for such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if
the
Overcollateralization Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 5.75% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 5.75% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (2) 11.50% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) and (ii) the Overcollateralization Floor or (c) on or after
the
Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A, Class M and Class B Certificates and any Distribution
Date, a rate per annum equal to the least of (i) the related One-Month LIBOR
Pass-Through Rate for such Distribution Date, (ii) 11.00% per annum and (iii)
the related Net WAC Cap Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interest 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO) equal to the
product of (a) the excess, if any, of the Uncertificated REMIC II Pass-Through
Rate for such REMIC II Regular Interest over the Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC II Regular
Interest, and the denominator of which is the aggregate Uncertificated Principal
Balance of such REMIC II Regular Interests.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
| (i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|
| (ii) |
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
|
| (iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
| (iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee 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 Moody’s, such rating
shall be the highest commercial paper rating of Moody’s for any such
securities), or such lower rating as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
|
| (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 the imposition of
a tax
on any such REMIC. Permitted Investments that are subject to prepayment or
call
may not be purchased at a price in excess of par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) an electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
fail
to qualify as a REMIC at any time that any Certificates are Outstanding. The
terms “United States,” “State” and “International Organization” shall have the
meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority
of its board of directors is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
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.
Plan:
Any
employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
Plan
Assets:
Assets
of a Plan within the meaning of Department of Labor regulation 29 C.F.R. §
2510.3-101.
Prepayment
Assumption:
The
applicable rate of prepayment as described in the Prospectus
Supplement.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Master Servicer to the Trustee in respect of waived
Prepayment Charges pursuant to Section 4.01(a).
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment in full during the portion of the related Prepayment
Period occurring between the first day of the calendar month in which such
Distribution Date occurs and the Determination Date of the calendar month in
which such Distribution Date occurs, an amount equal to interest (to the extent
received) at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the first day of the calendar
month in which such Distribution Date occurs and ending on the last date through
which interest is collected from the related Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment or a Principal Prepayment in full during the
related Prepayment Period, or that became a Liquidated Loan during the prior
calendar month, (other than a Principal Prepayment in full resulting from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.19 or 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 the LPMI Fee, if any.
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 any Distribution Date, an amount equal to (x) the sum of (1) the
Principal Funds for Loan Group I and Loan Group II for such Distribution Date
and (2) any Extra Principal Distribution Amount for such Distribution Date
minus
(y) the amount of any Overcollateralization Release Amount for such Distribution
Date.
Principal
Funds:
With
respect to each of Loan Group I and Loan Group II and any Distribution
Date,
(1) the
sum, without duplication, of (a) all scheduled principal collected on the
Mortgage Loans in the related Loan Group during the related Due Period, (b)
all
Advances relating to principal with respect to the Mortgage Loans in the related
Loan Group made 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 during the related Prepayment
Period, (d) the Stated Principal Balance of each Mortgage Loan in the related
Loan Group that was repurchased by EMC on its own behalf as Seller) 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 on the Mortgage Loans
in
the related Loan Group for the related Determination Date in connection with
the
substitution of Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation
Proceeds and Subsequent Recoveries collected on the Mortgage Loans in the
related Loan Group 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) amounts in respect of principal relating
to
such Loan Group paid by the Majority Class C Certificateholder pursuant to
Section 10.01, 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
Net Swap Payments or Swap Termination Payments (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates, in each case to the extent not paid from Interest
Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 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 X, Class C 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
principal remaining unpaid on such Mortgage Loan as of the date of purchase
(including if a foreclosure has already occurred, the principal balance of
the
related Mortgage Loan at the time the Mortgaged Property was acquired), 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 applicable Mortgage Loan, (ii) accrued and unpaid interest thereon at
the
Mortgage Rate through and including the last day of the month of such purchase,
net of any portion of the Servicing Fee and any Servicing Advances and Advances
attributable to interest that is payable to the purchaser of the Mortgage Loan
if such purchaser is also the Master Servicer of such Mortgage Loan and (iii)
any costs and damages (if any) incurred by the Trust in connection with any
violation of such Mortgage Loan of any anti-predatory lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Moody’s and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, minus (iii) the proceeds, if
any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer pursuant to this Agreement which have not
been
previously reimbursed. Any charged off Mortgage Loan will give rise to a
Realized Loss at the time it is charged off, as set forth in Section 3.09.
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 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
C,
Class X 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
C,
Class X and Residual Certificates, so long as such classes of Certificates
remain non Book-Entry Certificates, the close of business on the last Business
Day of the month preceding the month in which such Distribution Date
occurs.
Reference
Banks:
Shall
mean leading banks selected by the Trustee and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) which have been designated as
such
by the Trustee and (iii) which are not controlling, controlled by, or under
common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate:
With
respect to any 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 all of the Class A, Class M and Class B Certificates
bearing interest at an adjustable rate 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 all
classes of Class A, Class M and Class B Certificates bearing interest at an
adjustable rate for such Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate or a Class X
Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state or local
law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of the REMIC I Group I Regular Interests
and
REMIC I Group II Regular Interests, each as designated in the Preliminary
Statement hereto.
REMIC
I Group I Regular Interests:
REMIC I
Regular Interest I-1-A through REMIC I Regular Interest I-45-B as designated
in
the Preliminary Statement hereto.
REMIC
I Group II Regular Interests:
REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-45-B as designated
in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest AA
minus
the Marker Rate, divided by (b) 12.
REMIC
II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest AA, REMIC II Regular Interest ZZ and
each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest IO) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate, in each case as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and the related
REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A, Class M or Class B Certificate is a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A, Class M or Class B Certificate is a Corresponding Certificate and
REMIC
II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (other than REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX.
REMIC
II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC II Regular
Interest ending with the designation “Sub”, equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II, as applicable, over (y) the current Certificate
Principal Balance of the related Class A Certificates.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Regular Interest:
The
Class C Interest, Class IO Interest or any Regular Interest in REMIC III the
ownership of which is represented by any of the Class A, Class M and Class
B
Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class C Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V:
The
segregated pool of assets consisting of the Class IO Interest conveyed in trust
to the Trustee, for the benefit of the holders of REMIC V Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-5 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
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 or REMIC V to fail to qualify
as a
REMIC at any time that any Certificates are outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean the Business Day immediately preceding the Distribution Account Deposit
Date.
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,
required to enable 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:
The
meaning set forth 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 hereto or other form attached
as an exhibit to the Custodial Agreement. 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 Seller
or
the Master Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 3.21
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest and Class R-5 Interest), each evidencing
the
sole class of Residual Interests in the related REMIC.
Residual
Interest:
The
sole class of Residual Interests in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred because
of such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
means
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:
has the
meaning set forth in Section 3.16(a)(iii).
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
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, and the rules and regulations
thereunder.
Seller:
EMC in
its capacity as seller of the Mortgage Loans to the Depositor.
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 payable solely from interest collections 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:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Seller or its affiliate of the aggregate Maximum Probable Exposure of the
outstanding Class A, Class M and Class B Certificates to the Interest Swap
Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A, Class M
and
Class B Certificates, prior to the distribution of the Principal Distribution
Amount on such Distribution Date.
Sixty-Day
Plus Delinquency Percentage:
With
respect to any Distribution Date, is the arithmetic average for each of the
three successive Distribution Dates ending with the applicable Distribution
Date
of the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more
days Delinquent in the payment of principal or interest for the relevant
Distribution Date, including any Mortgage Loans in foreclosure, REO and Mortgage
Loans with a related Mortgagor subject to bankruptcy proceedings, and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans immediately preceding such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
(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 preceding such
Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred
during the prior calendar month. The Stated Principal Balance of a Liquidated
Loan equals zero.
Stepdown
Date:
The
later to occur of (a) the Distribution Date in March 2010 or (b) the first
Distribution Date on which the Current Specified Enhancement Percentage is
greater than or equal to 53.60%.
Subordinated
Certificates:
The
Class M, Class B, Class C and Residual Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (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 in the prior calendar month that resulted in
a
Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer and a subservicer with
respect to the subservicing of any Mortgage Loan hereunder by such
subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(c).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, the Swap Account, the Swap
Collateral Account and REMIC V Regular Interest IO. For the avoidance of doubt,
the Supplemental Interest Trust, the Swap Agreement, the Swap Account, the
Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle, not in its individual capacity but solely in its capacity as
supplemental interest trust trustee under the Swap Administration Agreement
and
the Swap Agreement and any successor thereto, and any corporation or national
banking association resulting from or surviving any consolidation or merger
to
which it or its successors may be a party and any successor supplemental
interest trust trustee as may from time to time be serving as successor
supplemental interest trust trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
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 Swap Provider and the Class A,
Class M and Class B Certificateholders, and certain other payments, as such
agreement may be amended or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement, dated as of February 28, 2007, between the
Supplemental Interest Trust Trustee and the Swap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit M.
Swap
Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Swap Administration
Agreement.
Swap
Credit Support Annex:
The
credit support annex, dated as of February 28, 2007, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
Early Termination:
The
occurrence of an Early Termination Date (as defined in the Swap Agreement)
under
the Swap Agreement.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 10.01.
Swap
Provider:
The
swap provider under the Swap Agreement. Initially, the Swap Provider shall
be
Bear Xxxxxxx Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transferee
Affidavit:
As
defined in Section 6.02.
Transferor
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
With
respect to any Distribution Date, a “ Trigger Event” shall have occurred if any
of the following tests is not satisfied: (i) the Sixty-Day Plus Delinquency
Percentage is less than 14.90% of the Current Specified Enhancement Percentage,
or (ii) (A) for any Distribution Date from and including the Distribution Date
in March 2009 to and including the Distribution Date in February 2010, the
Cumulative Realized Loss Percentage for such Distribution Date is less than
3.35% plus an additional 1/12th of 2.15% for each Distribution Date thereafter
up to and including the Distribution Date in February 2010, (B) for any
Distribution Date from and including the Distribution Date in March 2010 to
and
including the Distribution Date in February 2011, the Cumulative Realized Loss
Percentage for such Distribution Date is less than 5.50% plus an additional
1/12th of 2.15% for each Distribution Date thereafter up to and including the
Distribution Date in February 2011, (C) for any Distribution Date from and
including the Distribution Date in March 2011 to and including the Distribution
Date in February 2012, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 7.25% plus an additional 1/12th of 1.75% for
each
Distribution Date thereafter up to and including the Distribution Date in
February 2012, (D) for any Distribution Date from and including the Distribution
Date in March 2012 to and including the Distribution Date in February 2013,
the
Cumulative Realized Loss Percentage for such Distribution Date is less than
8.50% plus an additional 1/12th of 0.50% for each Distribution Date thereafter
up to and including the Distribution Date in February 2013, and (E) for any
Distribution Date thereafter, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 9.00%.
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 Reserve Fund and the Protected
Account and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the
mortgagee’s rights under the Insurance Policies with respect to the Mortgage
Loans; (v) the rights under the Swap Administration Agreement relating to the
Certificates; (vi) the rights under the Mortgage Loan Purchase Agreement; and
(vii) all proceeds of the foregoing, including proceeds of conversion, voluntary
or involuntary, of any of the foregoing into cash or other liquid property.
The
Reserve Fund shall constitute an asset of the Trust Fund but will not be
included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.
Trustee:
LaSalle, 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 0.0235%
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.
Trustee
Information:
As
defined in Section 3.16.
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 C Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest IO) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through I-45-A and II-1-A through II-45-A
|
|
2
|
I-2-A
through I-45-A and II-2-A through II-45-A
|
|
3
|
I-3-A
through I-45-A and II-2-A through II-45-A
|
|
4
|
I-4-A
through I-45-A and II-2-A through II-45-A
|
|
5
|
I-5-A
through I-45-A and II-2-A through II-45-A
|
|
6
|
I-6-A
through I-45-A and II-2-A through II-45-A
|
|
7
|
I-7-A
through I-45-A and II-2-A through II-45-A
|
|
8
|
I-8-A
through I-45-A and II-2-A through II-45-A
|
|
9
|
I-9-A
through I-45-A and II-2-A through II-45-A
|
|
10
|
I-10-A
through I-45-A and II-10-A through II-45-A
|
|
11
|
I-11-A
through I-45-A and II-11-A through II-45-A
|
|
12
|
I-12-A
through I-45-A and II-12-A through II-45-A
|
|
13
|
I-13-A
through I-45-A and II-13-A through II-45-A
|
|
14
|
I-14-A
through I-45-A and II-14-A through II-45-A
|
|
15
|
I-15-A
through I-45-A and II-15-A through II-45-A
|
|
16
|
I-16-A
through I-45-A and II-16-A through II-45-A
|
|
17
|
I-17-A
through I-45-A and II-17-A through II-45-A
|
|
18
|
I-18-A
through I-45-A and II-18-A through II-45-A
|
|
19
|
I-19-A
through I-45-A and II-19-A through II-45-A
|
|
20
|
I-20-A
through I-45-A and II-20-A through II-45-A
|
|
21
|
I-21-A
through I-45-A and II-21-A through II-45-A
|
|
22
|
I-22-A
through I-45-A and II-22-A through II-45-A
|
|
23
|
I-23-A
through I-45-A and II-23-A through II-45-A
|
|
24
|
I-24-A
through I-45-A and II-24-A through II-45-A
|
|
25
|
I-25-A
through I-45-A and II-25-A through II-45-A
|
|
26
|
I-26-A
through I-45-A and II-26-A through II-45-A
|
|
27
|
I-27-A
through I-45-A and II-27-A through II-45-A
|
|
28
|
I-28-A
through I-45-A and II-28-A through II-45-A
|
|
29
|
I-29-A
through I-45-A and II-29-A through II-45-A
|
|
30
|
I-30-A
through I-45-A and II-30-A through II-45-A
|
|
31
|
I-31-A
through I-45-A and II-31-A through II-45-A
|
|
32
|
I-32-A
through I-45-A and II-32-A through II-45-A
|
|
33
|
I-33-A
through I-45-A and II-33-A through II-45-A
|
|
34
|
I-34-A
through I-45-A and II-34-A through II-45-A
|
|
35
|
I-35-A
through I-45-A and II-35-A through II-45-A
|
|
36
|
I-36-A
through I-45-A and II-36-A through II-45-A
|
|
37
|
I-37-A
through I-45-A and II-37-A through II-45-A
|
|
38
|
I-38-A
through I-45-A and II-38-A through II-45-A
|
|
39
|
I-39-A
through I-45-A and II-39-A through II-45-A
|
|
40
|
I-40-A
through I-45-A and II-40-A through II-45-A
|
|
41
|
I-41-A
through I-45-A and II-41-A through II-45-A
|
|
42
|
I-42-A
through I-45-A and II-42-A through II-45-A
|
|
43
|
I-43-A
through I-45-A and II-43-A through II-45-A
|
|
44
|
I-44-A
through I-45-A and II-44-A through II-45-A
|
|
45
|
I-45-A
and II-45-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC V Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests and Class C Interest outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest and Class C Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated principal balance. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests shall be reduced by all
distributions of principal made on such REMIC Regular Interests on such
Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 6.05, and the Uncertificated Principal Balance
of
REMIC II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 6.07(c)(1)(ii). The Uncertificated Principal Balance of
each
REMIC Regular Interest and Class C Interest shall never be less than zero.
With
respect to the Class C Interest as of any date of determination, an amount
equal
to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M and Class B Certificates
then outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Group I Regular Interest ending with the designation
“A”
and any Distribution Date, a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of
10.1340%. With respect to each REMIC I Group I Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group I over (2) 10.1340% and (y) 0.00% per annum.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
10.1340%. With respect to each REMIC I Group II Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group II over (2) 10.1340% and (y) 0.00% per
annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX, and any
Distribution Date, a per annum rate equal to the weighted average of (x) the
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-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
6
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-6-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-13-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-14-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-15-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-16-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-17-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-18-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-19-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-20-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-21-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-22-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-23-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-24-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-25-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-26-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-27-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-28-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-29-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-30-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-31-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-32-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-33-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-34-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-35-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-36-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-37-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-38-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-39-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-40-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-41-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-42-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-43-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-44-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 1-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group I Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group I Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-45-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-45-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-45-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-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
6
|
I-1-A
through I-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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-45-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
|
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
|
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 2-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group II Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group II Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
3
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
5
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
6
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
7
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
8
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
9
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
10
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
11
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
12
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
13
|
II-13-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
14
|
II-14-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
15
|
II-15-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
16
|
II-16-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
17
|
II-17-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
18
|
II-18-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
19
|
II-19-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
20
|
II-20-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
21
|
II-21-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
22
|
II-22-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
23
|
II-23-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
24
|
II-24-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
25
|
II-25-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
26
|
II-26-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
27
|
II-27-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
28
|
II-28-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
29
|
II-29-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
30
|
II-30-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
31
|
II-31-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
32
|
II-32-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
33
|
II-33-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
34
|
II-34-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
35
|
II-35-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
36
|
II-36-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
37
|
II-37-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
38
|
II-38-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
39
|
II-39-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
40
|
II-40-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
41
|
II-41-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
42
|
II-42-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
43
|
II-43-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
44
|
II-44-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
45
|
II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A” for such Distribution Date, over (y) the
weighted average of 2 multiplied by Swap LIBOR on the REMIC I Regular Interests
ending with the designation “A”, subject to a maximum rate of the Uncertificated
REMIC I Pass-Through Rate for each such REMIC I Regular Interest for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date.
Unpaid
Realized Loss Amount:
With
respect to any Class A Certificates and as to any Distribution Date is the
excess of Applied Realized Loss Amounts with respect to such Class over the
sum
of all distributions in reduction of the Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to the Class A Certificates
in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 92% to the Class A, Class M and Class B Certificates, (ii)
3%
to the Class C Certificates until paid in full, (iii) 1% to each of the Class
X,
Class R-1, Class R-2, Class R-3 and Class RX Certificates, with the allocation
among the Certificates (other than the Class X, Class C and Residual
Certificates) to be in proportion to the Certificate Principal Balance of each
Class relative to the Certificate Principal Balance of all other such Classes.
Voting Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, National Association, and any successor thereto.
Xxxxx
Fargo Custodial Agreement:
The
custodial agreement, dated as of February 28, 2007, among the Depositor, EMC,
as
seller and as Master Servicer, the Trustee and Xxxxx Fargo, as a Custodian,
in
substantially the form of Exhibit J hereto.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M,
Class B and Class C Certificates for any Distribution Date, the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments
by
the Master Servicer pursuant to Section 5.02) and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first, to the Class C Interest based on, and to the extent
of, one month’s interest at the then applicable Pass-Through Rate on the
Uncertificated Notional Amount thereof, and thereafter, among the Class A,
Class
M and Class B Certificates, in each case on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to REMIC I Group I Regular Interests ending
with
the designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group I Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
II Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II for any Distribution Date shall be
allocated first, to REMIC I Group II Regular Interests ending with the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group II Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests (other than REMIC II Regular Interest IO) for any
Distribution Date, (i) the REMIC II Marker Allocation Percentage of the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up
to
an aggregate amount equal to the REMIC II Interest Loss Allocation Amount,
98%
and 2%, respectively, and thereafter, among REMIC II Regular Interest AA, each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
the Corresponding Certificate and REMIC II Regular Interest ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest, and (ii) the REMIC
II
Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest
Shortfalls (to the extent not covered by payments by the Master Servicer
pursuant to Section 5.02) and any Relief Act Interest Shortfalls incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated
to
Uncertificated Accrued Interest payable to REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II
Regular Interest 2-Grp and REMIC II Regular Interest XX, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, 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.
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
Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates, Series
2007-SL2,”
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 Mortgage Funding Trust 2007-SL2,
Mortgage-Backed Certificates, Series 2007-SL2,” which shall have been recorded
(or if clause (x) in the proviso below applies, shall be in recordable form),
(iv) an original or a copy of all intervening assignments of the Mortgage,
if
any, with evidence of recording thereon, (v) with
respect to any 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 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
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 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 such Seller
or the title company issuing the commitment for title insurance, on the face
of
such copy, substantially as follows: “Certified to be a true and correct copy of
the original, which has been transmitted for recording”;
(y) in
lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans),
assignment 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.
The
Seller shall cause, at its expense, the Mortgage and intervening assignments,
if
any, and to the extent required in accordance with the foregoing, the assignment
of the Mortgage to the Trustee to be submitted for recording promptly after
the
Closing Date; provided that, the Seller need not cause to be recorded (a) any
assignment in any jurisdiction under the laws of which, as evidenced by an
Opinion of Counsel addressed to the Trustee delivered by the Seller to the
Trustee and the Rating Agencies, the recordation of such assignment is not
necessary to protect the Trustee’s interest in the related Mortgage Loan or (b)
if MERS is identified on the Mortgage or on a properly recorded assignment
of
the Mortgage as the mortgagee of record solely as nominee for the Seller and
its
successors and assigns. In the event that the Seller, the Depositor or the
Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, the Seller shall
submit or cause to be submitted for recording as specified above each such
previously unrecorded assignment to be submitted for recording as specified
above at the expense of the Trust. In the event a Mortgage File is released
to
the Master Servicer as a result of such Person having completed a Request for
Release, the Custodian shall, if not so completed, complete the assignment
of
the related Mortgage in the manner specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
expense, within 30 days after the Closing Date, the MERS® System to indicate
that such Mortgage Loans have been assigned by the Seller to the Depositor
and
by the Depositor to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Seller further
agrees that it will not, and will not permit the Master Servicer to, and the
Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement or the Mortgage Loan Purchase Agreement.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee or the Custodian on its behalf are and shall be held by or on behalf
of
the Seller or the Depositor, as the case may be, in trust for the benefit of
the
Trustee on behalf of the Certificateholders. Any such original document
delivered to or held by the Depositor, shall be delivered promptly to the
Custodian on the Trustee’s behalf.
Whenever
it is provided for in this Agreement that any document, evidence or information
relating to a Mortgage Loan to be included in a Mortgage File be delivered
or
supplied to the Trustee, such delivery or supply shall be made to the Custodian
pursuant to the Custodial Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a Custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver an Initial Certification, in the form of Exhibit
One
to the Custodial Agreement, confirming whether or not it has received the
Mortgage File for each Mortgage Loan, but without review of such Mortgage File,
except to the extent necessary to confirm whether such Mortgage File contains
the original Mortgage Note or a lost note affidavit and indemnity in lieu
thereof. No later than 90 days after the Closing Date, the Trustee or the
Custodian on its behalf shall, for the benefit of the Certificateholders, review
each Mortgage File delivered to it and execute and deliver to the Seller, the
Master Servicer and 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, the Seller
shall correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Seller may substitute for the related
Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or shall deliver to the Trustee an Opinion of Counsel addressed to the
Trustee to the effect that such defect does not materially or adversely affect
the interests of the Certificateholders in such Mortgage Loan. If the Seller
fails to correct or cure the defect or deliver such opinion within such period,
the Seller will, subject to Section 2.03, within 90 days from the notification
of the Trustee purchase such Mortgage Loan at the Purchase Price; provided,
however, that if such defect relates solely to the inability of the Seller
to
deliver the Mortgage, assignment thereof to the Trustee, or intervening
assignments thereof with evidence of recording thereon because such documents
have been submitted for recording and have not been returned by the applicable
jurisdiction, the Seller shall not be required to purchase such Mortgage Loan
if
the Seller delivers such documents promptly upon receipt, but in no event later
than 360 days after the Closing Date.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to the Seller,
the Master Servicer and the Trustee one or more Final Certifications, each
substantially in the form of Exhibit Three to the Custodial Agreement. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether each document required to be recorded has been returned from
the recording office with evidence of recording thereon and the Trustee or
the
Custodian on its behalf has received either an original or a copy thereof,
as
required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Seller. Within 90 days from the date of notice from
the Trustee of the defect, the Seller shall correct or cure any such defect
or,
if prior to the end of the second anniversary of the Closing Date, the Seller
may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel
addressed to the Trustee to the effect that such defect does not materially
or
adversely affect the interests of Certificateholders in such Mortgage Loan.
If
the Seller is unable within such period to correct or cure such defect, or
to
substitute the related Mortgage Loan with a Replacement Mortgage Loan or to
deliver such opinion, the Seller shall, subject to Section 2.03, within 90
days
from the notification of the Trustee, purchase such Mortgage Loan at the
Purchase Price; provided, however, that if such defect relates solely to the
inability of the Seller to deliver the Mortgage, assignment thereof to the
Trustee or intervening assignments thereof with evidence of recording thereon,
because such documents have not been returned by the applicable jurisdiction,
the Seller shall not be required to purchase such Mortgage Loan, if the Seller
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date. Notwithstanding anything to the contrary, the
Trustee shall have no responsibility with respect to the custody or review
of
Mortgage Files, all of which shall be performed by the Custodian pursuant to
the
Custodial Agreement, and the Trustee is hereby authorized and directed to enter
into such Custodial Agreement. Performance by the Custodian of its obligations
under the Custodial Agreement shall satisfy all responsibilities for custody
and
review of Mortgage Files hereunder. The Trustee shall have no liability for
the
failure of the Custodian to perform its obligations under the Custodial
Agreement.
(c) In
the
event that a Mortgage Loan is purchased by the Seller in accordance with
Sections 2.02(a) or (b) above or Section 2.03, the Seller 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 the Seller the related Mortgage File and the Trustee shall execute
and deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the Seller, as are necessary
to
vest in the 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) The
Seller shall deliver to the Trustee or the Custodian on its behalf, and Trustee
agrees to accept the Mortgage Note and other documents constituting the Mortgage
File with respect to any Replacement Mortgage Loan, which the Trustee or the
Custodian will review as provided in Sections 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 (a) the execution, delivery or
enforceability of this Agreement (b) its ability to service the EMC Mortgage
Loans, (c) to perform any of its other obligations under this Agreement in
accordance with the terms hereof, (d) its business operations, financial
conditions, or properties or assets owned by it, or (e) its ability to carry
on
its business as now conducted.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) The
servicing practices used by the Master Servicer in respect of each Mortgage
Loan
have been, and will continue to be, compliant in all material respects with
applicable laws and regulations.
(viii) 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.
(ix) 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.
(x) 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.
(xi) With
respect to each Group II 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.
(xii) In
connection with the Group II 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 related 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) in respect
of a Group II Mortgage Loan and clauses (z) through (ll) 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 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 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 the Seller 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) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default under,
the
terms of any other material agreement or instrument to which the Depositor
is a
party or by which it may be bound or (C) constitute a material 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 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 requirement for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Sellers, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Seller delivers to the Trustee an Opinion of Counsel, addressed
to
the Trustee, to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on “prohibited transactions” of REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Closing
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively,
or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail
to qualify as a REMIC at any time that any Certificates are outstanding. Any
Mortgage Loan as to which repurchase or substitution was delayed pursuant to
this paragraph shall be repurchased or the substitution therefor shall occur
(subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
the
occurrence of a default or a default becoming reasonably foreseeable with
respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion
of
Counsel addressed to the Trustee to the effect that such repurchase or
substitution, as applicable, will not result in the events described in clause
(i) or clause (ii) of the preceding sentence.
(b) Upon
discovery by the Depositor, the Seller 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 and the other assets of REMIC II for the benefit of the
holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests (which are
uncertificated) and the other assets of REMIC II and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC II Regular Interests and the Class R-2 Certificates.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the Regular Certificates (other than the Class C Certificates),
the
Class C Interest, the Class IO Interest and the Class R-3 Certificates. The
Trustee acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the Regular Certificates (other than the Class C Certificates), the Class C
Interest, the Class IO Interest and the Class R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
C Interest for the benefit of the Holders of the Class C Certificates and Class
RX Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges
receipt of the Class C Interest (which is uncertificated) and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of
the
Holders of the Class C Certificates and Class RX Certificates (in respect of
the
Class R-4 Interest).
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest for the benefit of the holders of the REMIC V Regular Interest
IO
and Class RX Certificates (in respect of the Class R-5 Interest). The Trustee
acknowledges receipt of the Class IO Interest (which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the holders of the REMIC V Regular Interest IO and Class RX
Certificates (in respect of the Class R-5 Interest).
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, created hereunder (the “Trust”), is to engage
in the following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom for the benefit of the Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
the other assets of the Trust Fund;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01 The
Master Servicer to act as Master Servicer.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with customary and usual standards of practice of prudent mortgage loan
servicers in the respective states in which the related Mortgaged Properties
are
located. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and
all
things that it may deem necessary or desirable in connection with such servicing
and administration, including but not limited to, the power and authority,
subject to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.09, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
and
interests of the Depositor or the Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Trust, the Depositor or the Trustee, is hereby authorized
and empowered by the Trust, the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for
the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt
of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Master Servicer shall advance or cause to be advanced funds as necessary for
the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 4.03, and further
as
provided in Section 4.02. All costs incurred by the Master Servicer, if any,
in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balance under the Mortgage Loans, notwithstanding that the
terms of such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Master Servicer shall
to the extent that it has knowledge of such conveyance, enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent permitted
under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the Person
to whom the related Mortgaged Property has been conveyed or is proposed to
be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note or
Mortgage as a condition to such transfer. In the event that the Master Servicer
is prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.02(b), to take or enter into an assumption
and
modification agreement from or with the person to whom such property has been
or
is about to be conveyed, pursuant to which such person becomes liable under
the
Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
remains liable thereon, provided that the Mortgage Loan shall continue to be
covered (if so covered before the Master Servicer enters such agreement) by
the
applicable Required Insurance Policies. The Master Servicer, subject to Section
3.02(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall
not
be deemed to be in default under this Section 3.02(a) by reason of any transfer
or assumption that the Master Servicer reasonably believes it is restricted
by
law from preventing.
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.02(a), in any case in which a Mortgaged Property has
been
conveyed to a Person by a Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the related Mortgage Loan, the Master Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature
and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance
with
its servicing standards as then in effect. The Master Servicer shall notify
the
Trustee that any such substitution or assumption agreement has been completed
by
forwarding to the Trustee the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
a
part thereof. Any fee collected by the Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.
Section
3.03 Subservicers.
The
Master Servicer shall perform all of its servicing responsibilities hereunder
or
may cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Master Servicer of a subservicer shall not release
the Master Servicer from any of its obligations hereunder and the Master
Servicer shall remain responsible hereunder for all acts and omissions of each
subservicer as fully as if such acts and omissions were those of the Master
Servicer. The Master Servicer shall pay all fees of each subservicer from its
own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to
the Master Servicer hereunder.
At
the
cost and expense of the Master Servicer, without any right of reimbursement
from
its Protected Account, the Master Servicer shall be entitled to terminate the
rights and responsibilities of a subservicer and arrange for any servicing
responsibilities to be performed by a successor subservicer; provided, however,
that nothing contained herein shall be deemed to prevent or prohibit the Master
Servicer, at the Master Servicer’s option, from electing to service the related
Mortgage Loans itself. In the event that the Master Servicer’s responsibilities
and duties under this Agreement are terminated pursuant to Section 8.01, the
Master Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination
of
the Master Servicer. The Master Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Master Servicer’s own funds without reimbursement from
the Trust Fund.
Notwithstanding
the foregoing, the Master Servicer shall not be relieved of its obligations
hereunder and shall be obligated to the same extent and under the same terms
and
conditions as if it alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Master Servicer by the subservicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Master Servicer alone, and the Trustee shall not have any
obligations, duties or liabilities with respect to such subservicer including
any obligation, duty or liability of the Trustee to pay such subservicer’s fees
and expenses. Each subservicing agreement shall provide that such agreement
may
be assumed or terminated without cause or penalty by the Trustee or other
Successor Master Servicer in the event the Master Servicer is terminated in
accordance with this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Master Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents,
Records and Funds in Possession of the Master Servicer To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee or the Custodian on behalf of the Trustee as required by this
Agreement all documents and instruments in respect of a Mortgage Loan coming
into the possession of the Master Servicer from time to time and shall account
fully to the Trustee for any funds received by the Master Servicer or that
otherwise are collected by the Master Servicer as Liquidation Proceeds,
Insurance Proceeds or Subsequent Recoveries in respect of any such Mortgage
Loan. All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds
or
Subsequent Recoveries, including but not limited to, any funds on deposit in
the
Protected Account, shall be held by the Master Servicer for and on behalf of
the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Master Servicer
also
agrees that it shall not create, incur or subject any Mortgage File or any
funds
that are deposited in the Protected Account or in any Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File
or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
All
funds
collected or held by, or under the control of, the Master Servicer, in respect
of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, shall be held
by
the Master Servicer for and on behalf of the Trustee and the Certificateholders
and shall be and remain the sole and exclusive property of the Trustee;
provided, however, that the Master Servicer shall be entitled to setoff against,
and deduct from, any such funds any amounts that are properly due and payable
to
the Master Servicer under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Master Servicer shall also cause flood insurance to be
maintained on property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan, to the extent described below. Pursuant to Section 4.01,
any amounts collected by the Master Servicer under any such policies (other
than
the amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer’s normal servicing procedures) shall be
deposited in the Protected Account. Any cost incurred by the Master Servicer
in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trustee for their
benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
by the Master Servicer out of late payments by the related Mortgagor or out
of
Liquidation Proceeds to the extent permitted by Section 4.02. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor or maintained on property acquired in respect of a Mortgage other
than pursuant to such applicable laws and regulations as shall at any time
be in
force and as shall require such additional insurance. If the Mortgaged Property
is located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the least of (i) the Stated Principal
Balance of the related Mortgage Loan, (ii) minimum amount required to compensate
for damage or loss on a replacement cost basis or (iii) the maximum amount
of
such insurance available for the related Mortgaged Property under the Flood
Disaster Protection Act of 1973, as amended.
In
the
event that the Master Servicer shall obtain and maintain a blanket policy
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.05, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Master Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property
a
policy complying with the first sentence of this Section 3.05, and there shall
have been a loss that would have been covered by such policy, deposit in the
Protected Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer’s own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Depositor and the Trustee
for the benefit of the Certificateholders claims under any such blanket
policy.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured’s claim) as shall be necessary to realize recovery under such Insurance
Policies. Any proceeds disbursed to the Master Servicer in respect of such
Insurance Policies shall be promptly deposited in the Protected Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property as a condition precedent to
the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take any action that would result in noncoverage
under
any applicable Primary Mortgage Insurance Policy of any loss which, but for
the
actions of the Master Servicer would have been covered thereunder. The Master
Servicer shall use its best efforts to keep in force and effect (to the extent
that the Mortgage Loan requires the Mortgagor to maintain such insurance),
Primary Mortgage Insurance applicable to each Mortgage Loan. The Master Servicer
shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy
that is in effect at the date of the initial issuance of the Mortgage Note
and
is required to be kept in force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders’ claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account, subject to withdrawal pursuant
to
Section 4.02 hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Master Servicer shall maintain, at its own expense, a blanket fidelity bond
and
an errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage Loans and who handle funds, money, documents and
papers relating to the Mortgage Loans. The fidelity bond and errors and
omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
and shall protect and insure the Master Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
of
such persons. Such fidelity bond shall also protect and insure the Master
Servicer against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction
of
a Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Master Servicer from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Accepted Servicing Practices. The Master
Servicer shall deliver to the Trustee a certificate from the surety and the
insurer as to the existence of the fidelity bond and errors and omissions
insurance policy and shall obtain a statement from the surety and the insurer
that such fidelity bond or insurance policy shall in no event be terminated
or
materially modified without thirty days prior written notice to the Trustee.
The
Master Servicer shall notify the Trustee within five business days of receipt
of
notice that such fidelity bond or insurance policy will be, or has been,
materially modified or terminated. The Trustee for the benefit of the
Certificateholders must be named as loss payees on the fidelity bond and as
additional insured on the errors and omissions policy.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In connection
with such foreclosure or other conversion, the Master Servicer shall follow
such
practices and procedures as it shall deem necessary or advisable and as shall
be
normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
the Master Servicer shall not be required to expend its own funds in connection
with any foreclosure or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself
of
such expenses and (ii) that such expenses will be recoverable to it through
Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be charged
off and will become a Liquidated Loan. The Master Servicer will give notice
of
any such charge-off to the Trustee. The Master Servicer shall be responsible
for
all other costs and expenses incurred by it in any such proceedings; provided
that such costs and expenses shall be Servicing Advances and that it shall
be
entitled to reimbursement thereof from the proceeds of liquidation of the
related Mortgaged Property, as contemplated in Section 4.02. If the Master
Servicer has knowledge that a Mortgaged Property that the Master Servicer is
contemplating acquiring in foreclosure or by deed- in-lieu of foreclosure is
located within a one-mile radius of any site with environmental or hazardous
waste risks known to the Master Servicer, the Master Servicer will, prior to
acquiring the Mortgaged Property, consider such risks and only take action
in
accordance with its established environmental review procedures.
In
addition, subject to this Section 3.09, the Master Servicer must charge off
a
Mortgage Loan at the time such Mortgage Loan becomes 180 days Delinquent unless
the Master Servicer reasonably believes that it may be able to obtain a net
recovery through foreclosure proceedings or other conversion of the related
Mortgage Loan. Once a Mortgage Loan is charged off, the Master Servicer shall
not be entitled to any additional Servicing Fee for such Mortgage Loan, except
to the extent of any unpaid Servicing Fees and expenses which shall be
reimbursable from any recoveries on such Mortgage Loan, and the Mortgage Loan
shall be treated as a Liquidated Mortgage Loan giving rise to a Realized
Loss.
Unless
specific Subsequent Recoveries are anticipated, as applicable, on a particular
Mortgage Loan that is charged off as described in the preceding paragraph,
such
charged off Mortgage Loan will be released from the Trust Fund, and will be
transferred to the Class X Certificateholders. If any Subsequent Recoveries
are
anticipated on such charged off Mortgage Loans the release of such Mortgage
Loan
from the Trust Fund will be delayed until the Distribution Date after receipt
of
such Subsequent Recoveries. After the release of any charged off Mortgage Loan,
the Class X Certificateholders will be entitled to any amounts subsequently
received in respect of any such released Mortgage Loans, subject to any fees
or
expenses owed to the Master Servicer. Such Class X Certificateholder may
designate any servicer to service any such released mortgage loan and the Class
X Certificateholder may sell any such released Mortgage Loan to a third party.
The
servicing of such released Mortgage Loan and the fees therefor shall be governed
by a separate servicing agreement, which servicing provisions shall be
substantially in the form of such provisions in this Agreement.
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders (or the
Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and
not in its individual capacity. The Master Servicer shall ensure that the title
to such REO Property references this Agreement and the Trustee’s capacity
hereunder. Pursuant to its efforts to sell such REO Property, the Master
Servicer shall either itself or through an agent selected by the Master Servicer
protect and conserve such REO Property in the same manner and to such extent
as
is customary in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Protected Account no later than the close of business on each Determination
Date. The Master Servicer shall perform the tax reporting and withholding
related to foreclosures, abandonments and cancellation of indebtedness income
as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing
such tax and information returns, as may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
prior to three years after its acquisition by the Trust Fund or, at the expense
of the Trust Fund, request more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period unless the Trustee shall have been supplied with an Opinion of Counsel
addressed to the Trustee (such opinion not to be an expense of the Trustee)
to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC
V as defined in Section 860F of the Code or cause any of REMIC I, REMIC II,
REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that
any Certificates are outstanding, in which case the Trust Fund may continue
to
hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel). Notwithstanding any other provision of this Agreement,
no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or
on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or (ii) subject any of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
be subject to a determination by the Master Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to the
Master Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and
shall be deposited into the Protected Account. To the extent the income received
during a Prepayment Period is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related
Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
to the Master Servicer as provided above, shall be deposited in the Protected
Account upon
receipt and made available on
the
next succeeding Determination Date following receipt thereof for distribution
on
the related Distribution Date, except that any Excess Liquidation Proceeds
shall
be retained by the Master Servicer as additional servicing
compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of Liquidation Proceeds or any income from an REO Property,
will be applied in the following order of priority: first, to reimburse the
Master Servicer for any related unreimbursed Servicing Advances and Servicing
Fees, pursuant to Section 4.02 or this Section 3.09; second, to reimburse the
Master Servicer for any unreimbursed Advances, pursuant to Section 4.02 or
this
Section 3.09; third, to accrued and unpaid interest (to the extent no Advance
has been made for such amount) on the Mortgage Loan or related REO Property,
at
the Net Mortgage Rate to the first day of the month in which such amounts are
required to be distributed; and fourth, as a recovery of principal of the
Mortgage Loan.
(b) On
each
Determination Date, the Master Servicer shall determine the respective aggregate
amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the
related Prepayment Period.
(c) The
Master Servicer has no intent to foreclose on any Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Master Servicer from initiating foreclosure proceedings
on
any date hereafter if the facts and circumstances of such Mortgage Loans
including delinquency characteristics in the Master Servicer’s discretion so
warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Protected Account out of each payment of interest
on a Mortgage Loan included in the Trust Fund an amount equal to the Servicing
Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, late payment charges, all Prepayment Interest Excess on any
Mortgage Loan, other ancillary income, all income and gain net of any losses
realized from Permitted Investments with respect to funds in or credited to
the
Protected Account shall be retained by the Master Servicer to the extent not
required to be deposited in the Protected Account pursuant to Section 4.02.
The
Master Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including payment of any
premiums for hazard insurance, as required by Section 3.05 and maintenance
of
the other forms of insurance coverage required by Section 3.07) and shall not
be
entitled to reimbursement therefor except as specifically provided in Section
4.02.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the Certificateholders. The Master
Servicer shall sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement. Pursuant to its efforts to
sell such REO Property, the Master Servicer shall protect and conserve such
REO
Property in the manner and to the extent required herein, in accordance with
the
REMIC Provisions.
(b) The
Master Servicer shall deposit all funds collected and received in connection
with the operation of any REO Property into the Protected Account.
(c) The
Master Servicer, upon the final disposition of any REO Property, shall be
entitled to reimbursement for any related unreimbursed Advances, unreimbursed
Servicing Advances or Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that
any
such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
Fees may be reimbursed or paid, as the case may be, prior to final disposition,
out of any net rental income or other net amounts derived from such REO
Property.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer shall submit
a liquidation report to the Trustee containing such information as shall be
mutually acceptable to the Master Servicer and the Trustee with respect to
such
Mortgaged Property.
Section
3.13 Annual
Statement as to Compliance.
The
Master Servicer and the Trustee shall deliver (or otherwise make available)
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 time frames required in this Section)
shall be
deemed an Event of Default with respect to such party, and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee
may
have under this Agreement and at law or in equity or to damages, including
injunctive relief and specific performance, upon notice immediately terminate
all 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
time frames 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
the
following information to the Depositor and the Trustee: (A) any Event of Default
hereunder and any subservicer event of default under the terms of the related
Subservicing Agreement, (B) any merger, consolidation or sale of substantially
all of the assets of the Master Servicer or, to the best of the Master
Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry
into an agreement with a subservicer to perform or assist in the performance
of
any of the Master Servicer’s obligations.
In
addition, the Master Servicer, shall cause each subservicer engaged by it to
provide the following information to the Depositor and the Trustee, to the
extent applicable, within the timeframes that the Master Servicer would
otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
Failure
of the Master Servicer to comply with this Section 3.14 (including with respect
to the time frames 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 time
frames 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
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 Q 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, upon request or if such Form 10-D
includes any Additional Form 10-D Disclosure, 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 the end of business 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, upon request, 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
time frames 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 2007, (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, upon request, 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)(iii) 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 February 28 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)(v) 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, the Seller
shall
have the right to purchase any such Mortgage Loan or REO Property from the
Trust
at a price equal to the Purchase Price; provided however (i) that such Mortgage
Loan is still 90 days or more delinquent or is an REO Property as of the date
of
such purchase and (ii) this purchase option, if not theretofore exercised,
shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by the Seller to a third party, including a holder of a Class
of
Certificates.
If
at any
time the Seller 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 the Seller 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 the
Seller, without recourse, representation or warranty, to the Seller 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. The Seller will thereupon own
such
Mortgage, and all such security and documents, free of any further obligation
to
the Trustee or the Certificateholders with respect thereto.
Section
3.20 Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Scheduled Payments or Stated Principal Balances that were made by the Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
and
any Successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.20 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note and Mortgage, to the extent permitted
by
applicable law.
Section
3.21 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) Pursuant
to the Swap Adminstration Agreement, the Supplemental Interest Trust shall
be
established and maintained in the name of the Supplemental Interest Trust
Trustee, as a separate trust, the corpus of which shall be held by the
Supplemental Interest Trust Trustee, for the benefit of the Holders of the
Class
A, Class M, Class B and Class C Certificates and the Swap Provider.
The
Supplemental Interest Trust shall hold the Swap Agreement, the Swap
Administration Agreement and the Swap Account. The
Swap
Account shall be an Eligible Account, and funds on deposit therein shall be
held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Trustee held pursuant to
this
Agreement. Amounts in the Swap Account shall, at the direction of the Majority
Class C Certificateholder, be invested in Permitted Investments that mature
no
later than the Business Day prior to the next succeeding Distribution Date.
All
net income and gain from such investments shall be distributed to the Majority
Class C Certificateholder, not as a distribution in respect of any interest
in
any REMIC, on such Distribution Date. In the absence of written investment
instructions to the Trustee, amounts on deposit in the Swap Account shall remain
uninvested. All amounts earned on amounts on deposit in the Swap Account shall
be taxable to the Majority Class C Certificateholder. Any losses on such
investments shall be deposited in the Swap Account by the Majority Class C
Certificateholder out of its own funds immediately as realized. In performing
its duties hereunder and under the Swap Agreement and the rights in respect
of
the Swap Administration Agreement, the Supplemental Interest Trust Trustee
shall
be entitled to the same rights, protections and indemnities as provided to
the
Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Reserve Fund on behalf
of
the Holders of the Certificates (other than the Class X Certificates). On the
Closing Date, the Depositor shall cause an amount equal to the Reserve Fund
Deposit to be deposited into the Reserve Fund. The Reserve Fund must be an
Eligible Account. The Reserve Fund shall be entitled “ Reserve
Fund, LaSalle Bank National Association, as Trustee for the benefit of holders
of Bear Xxxxxxx Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates,
Series 2007-SL2”. The
Trustee shall deposit in the Reserve Fund all payments received from the Swap
Administrator that are payable to the Trust Fund pursuant to the Swap
Administration Agreement. On each Distribution Date, the Trustee shall remit
such amounts received from the Swap Administrator to the Holders of the Class
A,
Class M and Class B Certificates in the manner provided in clause (d) below.
In
addition, on each Distribution Date as to which there is a Basis Risk Shortfall
Carry Forward Amount payable to any Class of Class A, Class M or Class B
Certificates, the Trustee shall deposit the amounts distributable pursuant
to
clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund, and the Trustee
has been directed by the Class C Certificateholder to distribute any amounts
then on deposit in the Reserve Fund to the Holders of the Class A, Class M
or
Class B Certificates in respect of the Basis Risk Shortfall Carry Forward
Amounts for each such Class in the priorities set forth in clauses (C) and
(D)
of Section 5.04(a)(4). Any amount paid to the Holders of Class A, Class M or
Class B Certificates from amounts distributable pursuant to clauses (C) and
(D)
of Section 5.04(a)(4) pursuant to the preceding sentence in respect of Basis
Risk Shortfall Carry Forward Amounts shall be treated as distributed to the
Class C Certificateholder in respect of the Class C Certificates and paid by
the
Class C Certificateholder to the Holders of the Class A, Class M and Class
B
Certificates, as applicable. Any payments to the Holders of the Class A, Class
M
and Class B Certificates in respect of Basis Risk Shortfall Carry Forward
Amounts, whether pursuant to the second preceding sentence or pursuant to clause
(d) below, shall not be payments with respect to a Regular Interest in a REMIC
within the meaning of Section 860G(a)(1) of the Code.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event and other than to the extent
already paid by the Swap Administrator on behalf of the Supplemental Interest
Trust Trustee from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) payable by the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, to the Swap Provider pursuant to the Swap
Agreement shall be deducted from Interest Funds, and to the extent of any such
remaining amounts due, from Principal Funds, prior to any distributions to
the
Certificateholders. On or before each Distribution Date, such amounts shall
be
remitted to the Swap Administrator, and deposited into the Swap Account, first
to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap
Agreement for such Distribution Date and for prior Distribution Dates, if any,
and second to make any Swap Termination Payment (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator on behalf of the Supplemental Interest Trust Trustee from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date and for prior Distribution Dates, if any. For federal income tax purposes,
such amounts paid to the Supplemental Interest Trust on each Distribution Date
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC V Regular Interest IO to the extent of the amount distributable on such
REMIC V Regular Interest IO on such Distribution Date, and any remaining amount
shall be deemed paid to the Supplemental Interest Trust in respect of a Class
IO
Distribution Amount. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
be
subordinated to distributions to the Holders of the Class A, Class M and Class
B
Certificates and the Swap Administrator shall pay the amount set forth in
Section 5.04(a)(4) to the Swap Provider. In addition, the Swap Administrator
shall remit to the Swap Provider any Swap Optional Termination Payment paid
as
part of the Mortgage Loan Purchase Price and remitted to the Supplemental
Interest Trust pursuant to Section 10.01.
(d) On
or
before each Distribution Date, Net Swap Payments payable by the Swap Provider
pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, will be deposited by the Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Trustee for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund to
distribute to the Offered Certificates in the following order of
priority:
(i) first,
to each
Class of Class A Certificates, on a pro rata basis, (a) to pay Current Interest
and any Interest Carry Forward Amount for each such Class 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), and (b) to pay any Unpaid Realized Loss
Amounts for such Class;
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class B-1, Class B-2 and Class B-3 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
to the Class A Certificates, any Basis Risk Shortfall Carry Forward Amounts
for
such Distribution Date, on a pro rata basis, based on the entitlement of each
such Class, and then, to pay sequentially to the Class X-0, Xxxxx X-0, Class
M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
Certificates, in that order, any Basis Risk Shortfall Carry Forward Amounts
for
such Distribution Date; and
(iv) fourth,
to pay
as principal to the Class A, Class M and Class B Certificates as part of the
Extra
Principal Distribution Amount
payable
under Section 5.04(a)(2) until the Overcollateralization Target Amount has
been
reached, to the extent not paid from Excess Spread pursuant to Section
5.04(a)(4) for such Distribution Date. For the avoidance of doubt, any amounts
distributable pursuant to this clause (iv) shall be limited to rebuilding
overcollateralization to the extent overcollateralization has been reduced
through Realized Losses.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Majority
Class C Certificateholder
shall be the beneficial owner of the Reserve Fund, subject to the power of
the
Trustee to transfer amounts under Section 5.04. Amounts in the Reserve Fund
shall, at the written direction of the Majority
Class C Certificateholder
to the Trustee, 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 C
Certificateholders,
pro
rata,
not as
a distribution in respect of any interest in any REMIC, on such Distribution
Date. In the absence of written instructions to the Trustee, amounts on deposit
in the Reserve Fund shall remain uninvested. All amounts earned on amounts
on
deposit in the Reserve Fund shall be taxable to the Majority
Class C
Certificateholder. Any losses on such investments shall be deposited in the
Reserve Fund by the Majority
Class C Certificateholder,
pro
rata,
out of
its own funds immediately as realized. The
Swap
Account, which is created and maintained by the Swap Administrator pursuant
to
the Swap Administration Agreement, is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset
of
any REMIC created hereunder. The beneficial owner of the Swap Account is
identified, and other matters relating to the Swap Account are addressed, in
the
Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Certificates (other than the Class C,
Class
X
and
Class R Certificates) as having entered into a notional principal contract
with
respect to the Holders of the Class C Certificates. Pursuant to each such
notional principal contract, all Holders of Certificates (other than the Class
C, Class X and Class R Certificates) shall be treated as having agreed to pay,
on each Distribution Date, to the Holder of the Class C Certificates an
aggregate amount equal to the excess, if any, of (i) the amount payable on
such
Distribution Date on the REMIC III Regular Interest corresponding to such Class
of Certificates over (ii) the amount payable on such Class of Certificates
on
such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class
IO Distribution Amount payable from interest collections shall be allocated
pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC III Regular Interest
relating to such Certificate over (ii) the amount of interest payable to such
Certificate at a per annum rate equal to the Net WAC Cap Rate, and a Class
IO
Distribution Amount payable from principal collections shall be allocated to
the
most subordinate Class of Regular 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 C Certificates shall be treated
as
having agreed to pay Basis Risk Shortfall Carry Forward Amounts with respect
to
the Holders of the Certificates (other than the Class C, Class X and Class
R
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Code Section 860G(a)(1). However, any payment from
the Certificates (other than the Class C, Class X and Class R Certificates)
of a
Class IO Distribution Amount shall be treated for tax purposes as having been
received by the Holders of such Certificates in respect of their interests
in
REMIC III and as having been paid by such Holders to the Swap Administrator
pursuant to the notional principal contract. Thus, each Certificate (other
than
the Class R Certificates and Class X Certificates) shall be treated as
representing not only ownership of a Regular Interest in REMIC III, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract.
(g) Upon
a
Swap Early Termination other than in connection with the Optional Termination
of
the Trust, the Swap Administrator, pursuant to the Swap Administration
Agreement, will use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Swap Agreement, with a successor swap provider meeting all applicable
eligibility requirements. If the Swap Administrator receives a Swap Termination
Payment from the Swap Provider in connection with such Swap Early Termination,
the Swap Administrator will apply such Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Swap
Administrator is required to pay a Swap Termination Payment to the Swap Provider
in connection with such Swap Early Termination, the Swap Administrator will
apply any upfront payment received from the successor swap provider to pay
such
Swap Termination Payment. If the Swap Administrator is unable to appoint a
successor swap provider within 30 days of the Swap Early Termination, then
the
Swap Administrator will deposit any Swap Termination Payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Swap Administrator by the
original Swap Provider calculated in accordance with the terms of the original
Swap Agreement, and distribute such amount to the Holders of the Class A, Class
M and Class B Certificates or for such other purpose specified in the Swap
Administration Agreement in accordance with the terms thereof.
(h) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall (provided the Supplemental Interest Trust Trustee has actual
knowledge of such failure, breach or occurance by the Swap Provider)
immediately, but no later than the next Business Day following such failure,
breach, or occurrence, notify the Depositor and send any notices and make any
demands, on behalf of the Supplemental Interest Trust, in accordance with the
Swap Agreement.
(i) In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Swap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Supplemental Interest Trust
Trustee shall, as soon as practicable, but no later than two (2) Business Days
after the Swap Provider’s failure to pay, demand that the Guarantor make any and
all payments then required to be made by the Guarantor pursuant to such
Guaranty. The Swap Provider or the Depositor shall promptly provide the
Supplemental Interest Trust Trustee with a copy of such Guaranty; provided
that,
the Supplemental Interest Trust Trustee shall in no event be liable for any
failure or delay in the performance by the Swap Provider or any Guarantor of
its
obligations hereunder or pursuant to the Swap Agreement and the Guaranty, nor
for any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
(j) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the related replacement interest rate swap agreement to the
Depositor.
Section
3.22 [Reserved]
Section
3.23 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A, Class M or Class B Certificates.
In
the
event that any Class A, Class M or Class B Certificate is resecuritized in
a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC III Regular Interest corresponding to such Class A, Class
M or Class B Certificate shall, for the avoidance of doubt, be deemed to include
the related Class IO Distribution Amount, and (ii) to the extent provided in
the
operative documents for the Resecuritization REMIC, (a) payments on the “regular
interests” issued by the Resecuritization REMIC shall be deemed to include in
the aggregate such Class IO Distribution Amount, and (b) such Class IO
Distribution Amount shall be deemed paid to the Holder of the Class C
Certificates pursuant to a notional principal contract entered into by the
holders of one or more “regular interests” issued by the Resecuritization REMIC
(“Resecuritization Holders”) and the Holder of the Class C Certificates. In such
event, Class IO Distribution Amounts deemed paid by Resecuritization Holders
under clause (b) of the immediately preceding sentence shall be paid on behalf
of such holders pursuant to Section 3.21(c) hereof.
Section
3.24 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 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 or REMIC V,
the
Master Servicer may, (A) amend the related Mortgage Note to reduce the Mortgage
Rate applicable thereto, provided that such reduced Mortgage Rate shall in
no
event be lower than 5.00% with respect to any Mortgage Loan and (B) amend any
Mortgage Note to extend the maturity thereof.
The
Master Servicer shall not waive (or permit a sub-servicer to waive) any
Prepayment Charge unless: (i) the enforceability thereof shall have been limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action
if
the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated
in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates
to a default or a reasonably foreseeable default and would, in the reasonable
judgment of the Master Servicer, maximize recovery of total proceeds taking
into
account the value of such Prepayment Charge and the related Mortgage Loan.
If
a
Prepayment Charge is waived, but does not meet the standards described above,
then the Master Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the Class C Certificates, by remitting such amount
to
the Trustee by the Distribution Account Deposit Date.
(b) The
Master Servicer shall establish and maintain a Protected Account (which shall
at
all times be an Eligible Account) with a depository institution in the name
of
the Master Servicer for the benefit of the Trustee on behalf of the
Certificateholders and designated “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, Bear Xxxxxxx Mortgage
Funding Trust, Mortgage-Backed Certificates, Series 2007-SL2”. The Master
Servicer shall deposit or cause to be deposited into the Protected Account
on a
daily basis within two Business Days of receipt and identification, except
as
otherwise specifically provided herein, the following payments and collections
remitted by subservicers or received by it in respect of the Mortgage Loans
subsequent to the Cut-off Date (other than in respect of principal and interest
due on the Mortgage Loans on or before the Cut-off Date) and the following
amounts required to be deposited hereunder:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest on the Mortgage Loans net of the Servicing
Fee
permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, other than
proceeds to be applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(iv) any
amount required to be deposited by the Master Servicer pursuant to Section
4.01(c) in connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.05;
(vi) any
Prepayment Charges collected on the Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for remittance by the Master Servicer into the Protected
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees, if collected, need not be remitted by the Master
Servicer. In the event that the Master Servicer shall remit any amount not
required to be remitted and not otherwise subject to withdrawal pursuant to
Section 4.02, it may at any time withdraw or direct the institution maintaining
the Protected Account, to withdraw such amount from the Protected Account,
any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Protected Account, that describes the amounts deposited in
error
in the Protected Account. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. Reconciliations
will be prepared for the Protected Account within 45 calendar days after the
bank statement cut-off date. All funds deposited in the Protected Account shall
be held in trust for the Certificateholders until withdrawn in accordance with
Section 4.02.
(c) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Master Servicer, in Permitted
Investments which shall mature not later than the Remittance Date and shall
not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain net of any losses realized from any
such
investment shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The amount
of any losses incurred in the Protected Account in respect of any such
investments shall be deposited by the Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(d) The
Master Servicer shall give at least 30 days advance notice to the Trustee,
the
Seller, each Rating Agency and the Depositor of any proposed change of location
of the Protected Account prior to any change thereof.
Section
4.02 Permitted
Withdrawals From the Protected Account.
(a) The
Master Servicer may from time to time make withdrawals from the Protected
Account for the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Master
Servicer), as servicing compensation in accordance with Section 3.10, that
portion of any payment of interest that equals the Servicing Fee for the period
with respect to which such interest payment was made, and, as additional
servicing compensation, those other amounts set forth in Section
3.10;
(ii) to
reimburse the Master Servicer for Advances made by it with respect to the
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, the Supplemental Interest Trust Trustee 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) to
make
distributions to the Swap Administrator for payment to the 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 and Principal
Funds for each Loan Group in the Distribution Account to the Holders of the
Certificates in accordance with Section 5.04.
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01 Advances.
The
Master Servicer shall, or shall cause the related subservicer pursuant to the
Subservicing Agreement to, make an Advance (other than any balloon payments)
and
deposit such Advance in the Protected Account. Each such Advance shall be
remitted to the Distribution Account no later than 10:00 a.m. Eastern time
on
the Distribution Account Deposit Date in immediately available funds. The Master
Servicer shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If the Master Servicer
shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Master Servicer shall deliver (i) to the Trustee for the benefit
of
the Certificateholders constituting the portion of such Advance that
is
not deemed Nonrecoverable,
if
applicable, and (ii) to the Depositor, each Rating Agency, and the Trustee
an
Officer’s Certificate setting forth the basis for such determination. Subject to
the Master Servicer’s recoverability determination, in the event that a
subservicer fails to make a required Advance, the Master Servicer shall be
required to remit the amount of such Advance to the Distribution
Account.
In
lieu
of making all or a portion of such Advance from its own funds, the Master
Servicer may (i) cause to be made an appropriate entry in its records relating
to the Protected Account that any Amount Held for Future Distributions has
been
used by the Master Servicer in discharge of its obligation to make any such
Advance and (ii) transfer such funds from the Protected Account to the
Distribution Account. Any funds so applied and transferred shall be replaced
by
the Master Servicer by deposit in the Distribution Account, no later than the
close of business on the Business Day immediately preceding the Distribution
Date on which such funds are required to be distributed pursuant to this
Agreement.
Unless
otherwise described in this Agreement, the Master Servicer shall discontinue
making Advances with respect to any second lien Mortgage Loan that becomes
60
days delinquent. Notwithstanding anything in this Section 5.01 to the contrary,
the Master Servicer shall not be obligated to deliver an Officer’s Certificate
in connection with any such discontinuation of advancing pursuant to the
preceding sentence, as long as no determination shall have been made as to
whether such Advances are Nonrecoverable Advances. If the Master Servicer
determines that a net recovery is possible through foreclosure proceedings
or
other disposition of the second lien Mortgage Loan that becomes 60 days
Delinquent, the Master Servicer may continue making advances on such second
lien
Mortgage Loan.
The
Master Servicer shall be entitled to be reimbursed from the Protected Account
for all Advances of its own funds made pursuant to this Section as provided
in
Section 4.02. The obligation to make Advances with respect to any Mortgage
Loan
shall continue until such Mortgage Loan is paid in full or the related Mortgaged
Property or related REO Property has been liquidated or until the purchase
or
repurchase thereof (or substitution therefor) from the Trust Fund pursuant
to
any applicable provision of this Agreement, except as otherwise provided in
this
Section 5.01.
Subject
to and in accordance with the provisions of Article VIII hereof, in the event
the Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, or any other Successor Master Servicer appointed hereunder,
shall be obligated to make such Advance, subject to the provisions of this
Section 5.01.
Section
5.02 Compensating
Interest Payments.
In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to any
Mortgage Loan, the Master Servicer shall, to the extent of the Servicing Fee
for
such Distribution Date, deposit into the Distribution Account, as a reduction
of
the Servicing Fee for such Distribution Date, no later than the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to the Prepayment Interest Shortfall; and in case of such deposit,
the Master Servicer shall not be entitled to any recovery or reimbursement
from
the Depositor, the Trustee, the Seller, the Trust Fund or the
Certificateholders.
Section
5.03 REMIC
Distributions.
On
each
Distribution Date, the Trustee shall be deemed to have allocated distributions
to the REMIC Regular Interests and the REMIC III Regular Interests in accordance
with Section 5.07 hereof.
Section
5.04 Distributions.
(a) Subject
to Section 3.21(c), on each Distribution Date, an amount equal to the Interest
Funds for each Loan Group and Principal Distribution Amount for such
Distribution Date shall be withdrawn by the Trustee from the Distribution
Account and distributed in the following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) From
Interest Funds in respect of:
| (i) |
Loan
Group I, to the Class I-A Certificates, the Current Interest and
any
Interest Carry Forward Amount for such Class;
and
|
| (ii) |
Loan
Group II, to the Class II-A Certificates, the Current Interest and
any
Interest Carry Forward Amount for such
Class;
|
(B) From
Interest Funds in respect of:
| (i) |
Loan
Group I, to the Class II-A Certificates, the remaining Current Interest,
if any, and the remaining Interest Carry Forward Amount, if any,
for such
Class, in accordance with the amount of accrued interest due thereon,
in
each case to the extent not paid pursuant to clause (1)(A)(ii)
above;
|
| (ii) |
Loan
Group II, to the Class I-A Certificates, the remaining Current Interest,
if any, and the remaining Interest Carry Forward Amount, if any,
for such
Class, in accordance with the amount of accrued interest due thereon,
in
each case to the extent not paid pursuant to clause (1)(A)(i)
above;
|
(C) From
remaining Interest Funds in respect of both Loan Groups, sequentially to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates, in that order, the Current Interest for
each such Class.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated as set forth in the definition of “Current Interest”
herein.
(2) On
each
Distribution Date, the Principal Distribution Amount shall be distributed in
the
following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
| (i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, to the Class
I-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero;
| (ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (iii) |
To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (iv) |
To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (v) |
To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (vi) |
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (vii) |
To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (viii) |
To
the Class B-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
| (ix) |
To
the Class B-2 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero; and
|
| (x) |
To
the Class B-3 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero.
|
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
| (i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, to the Class
I-A Certificates, the Class I-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, the Class II-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero;
| (ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-1 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (iii) |
To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-2 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (iv) |
To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-3 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (v) |
To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-4 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (vi) |
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-5 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (vii) |
To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-6 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (viii) |
To
the Class B-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class B-1 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero;
|
| (ix) |
To
the Class B-2 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class B-2 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero; and
|
| (x) |
To
the Class B-3 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class B-3 Principal Distribution
Amount, until the Certificate Principal Balance thereof is reduced
to
zero.
|
(3) Notwithstanding
the provisions of clauses (2)(A) and (B) above, if on any Distribution Date
the
Class A Certificates related to a Loan Group are no longer outstanding, the
pro
rata
portion
of the Group I Principal Distribution Amount or Group II Principal Distribution
Amount, as applicable, or the Class I-A Principal Distribution Amount or Class
II-A Principal Distribution Amount, as applicable, otherwise allocable to such
Class A Certificates will be allocated to the remaining Classes of Class A
Certificates pro
rata
in the
same manner and order of priority described above; and
(4) Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount will be applied as Excess Cashflow and shall be distributed
in
the following manner and order of priority:
(A) to
the
Class A Certificates, (a) first,
any
remaining 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 each such Class for such Distribution
Date,
pro
rata,
in
accordance with the Applied Realized Loss Amount allocated to each such Class
to
the extent not fully paid pursuant to Section 3.21(d);
(B) from
any
remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
Certificates, in that order, an amount equal to the Interest Carry Forward
Amount for each such Class for such Distribution Date to the extent not fully
paid pursuant to Section 3.21(d);
(C) from
any
remaining Excess Cashflow otherwise distributable to the Class C Interest and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes
of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
such
Classes for such Distribution Date, on a pro
rata
basis,
based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
such Class, to the extent not fully paid pursuant to Section 3.21(d) and to
the
extent such amount exceeds the amounts then on deposit in the Reserve Fund,
and
(ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
Fund
Deposit;
(D) from
any
remaining Excess Cashflow otherwise distributable to the Class C Interest and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class
B-2
and Class B-3 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 fully paid pursuant to Section 3.21(d) and to the
extent such amount exceeds the amounts then on deposit in the Reserve Fund,
and
(ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
Fund
Deposit;
(E) from
any
remaining Excess Cashflow, first, to the Class A Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class
B-2
and Class B-3 Certificates, in that order, the amount of Relief Act Shortfalls
and any Prepayment Interest Shortfalls allocated to such Classes of
Certificates, to the extent not previously reimbursed;
(F) from
any
remaining Excess Cashflow, to the Swap Administrator for payment to the Swap
Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
owed by the Trust Fund (other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee);
(G) from
any
remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
an
amount equal to the Class C Distribution Amount reduced by amounts distributed
in clauses (C) and (D) above; and
(H) from
any
remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each
Distribution Date, all amounts in respect of Prepayment Charges shall be
distributed to the Holders of the Class C Certificates, provided that such
distributions shall not be in reduction of the principal balance thereof.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
IO
Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, and such amount will be paid pursuant to Section
3.21(f).
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A, Class M or Class B Certificates has been reduced to zero, that Class of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
(b) 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 Interest Accrual Period preceding the Distribution Date on which such
increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Certificate of such Class in accordance with its
respective Percentage Interest.
(c) Subject
to Section 10.02 hereof respecting the final distribution, on each Distribution
Date the Trustee shall make distributions to each Certificateholder of record
on
the preceding Record Date either by wire transfer in immediately available
funds
to the account of such Holder at a bank or other entity having appropriate
facilities therefor, if such Holder has so notified the Trustee at least 5
Business Days prior to the related Record Date, or, if not, by check mailed
by
first class mail to such Certificateholder at the address of such Holder
appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 10.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.
(d) On
or
before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver a report to the
Trustee in electronic form (or by such other means as the Master Servicer and
the Trustee may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Trustee required to permit the
Trustee to prepare the Monthly Statement to Certificateholders and to make
the
required distributions for the related Distribution Date.
Section
5.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date as follows: first, to Excess Spread as part of the payment
in
respect of the Extra Principal Distribution Amount for such Distribution Date;
second, to the Class C Interest and Class C Certificates, until the Certificate
Principal Balance or Uncertificated Principal Balance thereof, as applicable,
has been reduced to zero; third, to the Class B-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to
the
Class B-2 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; fifth, to the Class B-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eighth, to the Class M-4 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;ninth,
to the Class M-3 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; tenth, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eleventh, to
the
Class M-1 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; twelfth, to the related Class of Class A Certificates, on
a
pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero;
and
thirteenth, to the unrelated Class of Class A Certificates, on a pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or the Class C Interest
on any Distribution Date shall be made by reducing the Certificate Principal
Balance or Uncertificated Principal Balance thereof by the amount so allocated;
any allocation of Realized Losses to the Excess Spread shall be made by reducing
the amount otherwise payable in respect of the Class C Interest and the Class
C
Certificates pursuant to clause (G) of Section 5.04(a)(4).
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 Class A, Class M and Class B Certificates as of such
Distribution Date, 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.
Once
Realized Losses have been allocated to a Class of Class A, Class M or Class
B
Certificates, such amounts with respect to such Certificates will no longer
accrue interest nor will such amounts in respect of interest be reinstated
thereafter.
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-45-B, starting with the lowest numerical denomination until the
Uncertificated Principal Balance of each such REMIC I Regular Interest has
been
reduced to zero, provided that, for REMIC I Group I Regular Interests with
the
same numerical denomination, such Realized Losses shall be allocated
pro
rata
between
such REMIC I Regular Interests. All Realized Losses on the Group II Mortgage
Loans shall be allocated on each Distribution Date to REMIC I Regular Interest
II-1-A through REMIC I Regular Interest II-45-B, starting with the lowest
numerical denomination until the Uncertificated Principal Balance of each such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC
I
Group II Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated pro
rata
between
such REMIC I Regular Interests.
(ii) The
REMIC
II Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date to the following
REMIC II Regular Interests in the following specified percentages: first, to
Uncertificated Accrued Interest payable to REMIC II Regular Interest AA and
REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
Interest Loss Allocation Amount (without duplication of shortfalls allocated
pursuant to Section 1.02), 98.00% and 2.00%, respectively; second, to the
Uncertificated Principal Balances of REMIC II Regular Interest AA and REMIC
II
Regular Interest ZZ up to an aggregate amount equal to the REMIC II Principal
Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest B-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest B-3 has been reduced to zero; fourth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-2 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest B-2 has been
reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest B-1 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest B-1 has been reduced to zero; sixth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00%, and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-6 has been reduced to zero; seventh, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-5 has been
reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-4 has been reduced to zero; ninth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-3 has been reduced to zero; tenth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-2 has been
reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-1 has been reduced to zero; twelfth,
to
the Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%,
to
the Uncertificated Principal Balances of the related REMIC II Regular Interests
I-A and II-A, 1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC II Regular Interests
I-A and II-A have been reduced to zero; and thirteenth, to the Uncertificated
Principal Balance of REMIC II Regular Interest AA, 98.00%, to the Uncertificated
Principal Balances of the unrelated REMIC II Regular Interests I-A and II-A,
1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC II Regular Interests
I-A and II-A have been reduced to zero.
(iii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date after all
distributions have been made on each Distribution Date first, so as to keep
the
Uncertificated Principal Balance of each REMIC II Regular Interest ending with
the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group; second, to each REMIC II
Regular Interest ending with the designation “Sub”, so that the Uncertificated
Principal Balance of each such REMIC II Regular Interest is equal to 0.01%
of
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current aggregate Certificate Principal
Balance of the Class A Certificates related to such Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the REMIC II Subordinated Balance Ratio is maintained);
and
third, to REMIC II Regular Interest XX.
Section
5.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Trustee shall prepare and make available to
each Holder of Certificates, the Master Servicer, the Swap Provider and the
Depositor a statement setting forth for the Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general distribution dates;
(ii) the
total
cash flows received and the general sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the applicable Servicer or the Master
Servicer for the related Due Period;
(iv) the
amount of any Net Swap Payment payable to the Swap Administrator, any Net Swap
Payment payable to the Swap Provider, any Swap Termination Payment payable
to
the Swap Administrator and any Swap Termination Payment payable to the Swap
Provider;
(v) the
amount of the related distribution to Holders of the Class A, Class M and Class
B Certificates (by class) allocable to principal, separately identifying (A)
the
aggregate amount of any Principal Prepayments included therein, (B) the
aggregate of all scheduled payments of principal included therein and (C) the
Extra Principal Distribution Amount (if any);
(vi) the
amount of such distribution to Holders of the Class A, Class M and Class B
Certificates allocable to interest and the portion thereof (if any), provided
by
the Swap Agreement and the amount of coverage remaining;
(vii) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for the Class A, Class M and Class B Certificates (if any);
(viii) the
Pass-Through Rate for each Class of Class A, Class M and Class B Certificates
with respect to the current Accrual Period, and, if applicable, whether such
Pass-Through Rate was limited by the related Net WAC Cap Rate;
(ix) the
Certificate Principal Balance of the Class A, Class M and Class B Certificates
before and after giving effect (i) to all distributions allocable to principal
on such Distribution Date and (ii) the allocation of any Applied Realized Loss
Amounts for such Distribution Date;
(x) the
number and Stated Principal Balance of all the Mortgage Loans for such
Distribution Date, together with updated pool composition information including
the following: weighted average mortgage rate and weighted average remaining
term;
(xi) the
aggregate amount of 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 related Due Period, and the general
source of funds for reimbursements;
(xii) the
number and aggregate Stated Principal Balance of the Mortgage Loans (A)
Delinquent, exclusive of Mortgage Loans in foreclosure, (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, in each case as of the close of business on the last day of
the
calendar month preceding such Distribution Date 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;
(xiii) the
amount of, if any, of excess cashflow or excess spread and the application
of
such excess cashflow;
(xiv) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the end of the prior calendar month;
(xv) whether
a
Trigger Event exists;
(xvi) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers as more completely
described in the prospectus supplement and whether the trigger was
met;
(xvii) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related Due Period;
(xviii) the
cumulative Realized Losses through the end of the preceding month;
(xix) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class C Certificates allocable to Prepayment Charges;
(xx) the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate Stated Principal Balance of the Mortgage Loans that
are
60 days or more delinquent or are in bankruptcy or foreclosure or are REO
Properties, and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans, in each case as of the end of the
Prepayment Period;
(xxi) 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;
(xxii) material
breaches of Mortgage Loan representations or warranties or transaction
covenants;
(xxiii) the
amount of the Prepayment Charges remitted by the master servicer and the amount
on deposit in
the
Reserve Fund;
(xxiv) the
amount of any Net Swap Payment payable to the Trust, any Net Swap Payment
payable to the Swap Provider, any Swap Termination Payment payable to the Trust
and any Swap Termination Payment payable to the Swap Provider;
(xxv) information
regarding any new issuance of securities backed by the same asset pool, any
pool
asset changes, such as additions or removals of Mortgage Loans from the Trust
Fund, if applicable;
(xxvi) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the Trust
Fund; and
(xxvii) each
Mortgage Loan that has been released to the Class X Certificateholder pursuant
to Section 5.01.
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
customer service desk and indicating such. The Trustee may change the way
Monthly Statements are distributed in order to make such distributions more
convenient or more accessible to the above parties.
(b) The
Trustee’s responsibility for making the above information available to the
Certificateholders is limited to the availability, timeliness and accuracy
of
the information received from the parties providing such 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
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 and
REMIC V shall be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of
this Agreement shall be resolved in a manner that preserves the validity of
such
REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
all
interest owing in respect of and principal due thereon, the Distribution
Account, the Protected Account, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
any
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap
Account,
the
Swap Collateral Account and any rights or obligations in respect of the Swap
Administration Agreement). The REMIC I Regular Interests shall constitute the
assets of REMIC II. The REMIC II Regular Interests shall constitute the assets
of REMIC III. The Class C Interest shall constitute the assets of REMIC IV.
The
Class IO Interest shall constitute the assets of REMIC V.
(b) (1)On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Group I Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group 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-45-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of 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-45-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balances of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(2) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Group II Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group II, 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 II-1-A through II-45-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group II, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balances of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group
II
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(3) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
shall be deemed distributed to the REMIC I Regular Interests, pro
rata, provided
that such amounts shall not reduce the Uncertificated Principal Balances of
the
REMIC I Regular Interests.
(c) (1) On
each
Distribution Date, the following amounts with respect to all Loan Groups, in
the
following order of priority, shall be distributed by REMIC II to REMIC III
on
account of the REMIC II Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-2 Certificates, as the
case may be:
(i) from
Interest Funds and Principal Funds for all Loan Groups, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC II Regular Interest IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the REMIC II Marker Allocation Percentage of the Interest Funds and
Principal Funds for all Loan Groups, in each case determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of each REMIC II Regular
Interest (other than REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp,
XX
and IO), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
shall
be reduced when the REMIC II Overcollateralization Amount is less than the
REMIC
II Required Overcollateralization Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC II Regular
Interest for which a Class A, Class M or Class B Certificate is the
Corresponding Certificate in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by such amount;
(iii) to
the
extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds
and
Principal Funds for all Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of REMIC II Regular Interest
1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC
II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro
rata,
an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interest
IO)
in an amount equal to the REMIC II Marker Allocation Percentage of the remainder
of the Interest Funds and Principal Funds for all Loan Groups, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, after the distributions made pursuant to clauses (i), (ii) and (iii)
above, allocated as follows:
(A) 98%
of
such remainder to the holders of REMIC II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero; and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-2 Certificates; and
(v) to
the
holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation
Percentage of the remainder of the Interest Funds and Principal Funds for all
Loan Groups, in each case determined without regard to the related clause
(2)(ii) of the definitions thereof, after the distributions made pursuant to
clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated
Principal Balance of each REMIC II Regular Interest ending with the designation
“Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group; second, to each REMIC II Regular Interest
ending with the designation “Sub”, so that the Uncertificated Principal Balance
of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current aggregate Certificate Principal Balance of the Class
A Certificates related to such Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that
the
REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular
Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; and fourth, any remaining amount to the Holders
of
the Class R-2 Certificates.
(2) On
each
Distribution Date, 100% of the Prepayment Charges deemed distributed on the
REMIC I Regular Interests shall be distributed, pro
rata, to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
IO), provided that such amounts shall not reduce the Uncertificated Principal
Balances of the REMIC II Regular Interests.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC III to the
holders of each REMIC III Regular Interest the ownership of which is represented
by the Class A, Class M and Class B Certificates at a pass-through rate equal
to
the lesser of (i) the Pass-Through Rate for the Corresponding Certificate
(without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate
for the REMIC III Regular Interest the ownership of which is represented by
the
Corresponding Certificate for such Distribution Date, in each case on a
principal balance equal to the Certificate Principal Balance of the
Corresponding Certificate for such Distribution Date. For the avoidance of
doubt, principal shall be payable to, and shortfalls, losses and prepayments
shall be allocable to, the REMIC III Regular Interests the ownership of which
is
represented by the Class A, Class M and Class B Certificates as such amounts
are
payable and allocable to the Corresponding Certificates.
(e) On
each
Distribution Date, an amount equal to the aggregate amount distributed pursuant
to Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class C Distribution Amount
distributable to the Class C Interest, and 100% of the Prepayment Charges deemed
distributed on the REMIC II Regular Interests shall be deemed distributed from
REMIC III to REMIC IV in respect of the Class C Interest.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO on such date shall be deemed distributed by REMIC III to REMIC
V in
respect of the Class IO Interest. Such amounts shall be deemed distributed
by
REMIC V in respect of REMIC V Regular Interest IO for deposit into the
Supplemental Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-6. 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
|
|||||||
|
I-A
|
$
|
100,000
|
$
|
1.00
|
$
|
196,284,000
|
||||
|
II-A
|
$
|
100,000
|
$
|
1.00
|
$
|
21,671,000
|
||||
|
M-1
|
$
|
100,000
|
$
|
1.00
|
$
|
15,483,000
|
||||
|
M-2
|
$
|
100,000
|
$
|
1.00
|
$
|
13,994,000
|
||||
|
M-3
|
$
|
100,000
|
$
|
1.00
|
$
|
6,253,000
|
||||
|
M-4
|
$
|
100,000
|
$
|
1.00
|
$
|
5,360,000
|
||||
|
M-5
|
$
|
100,000
|
$
|
1.00
|
$
|
4,913,000
|
||||
|
M-6
|
$
|
100,000
|
$
|
1.00
|
$
|
4,615,000
|
||||
|
B-1
|
$
|
100,000
|
$
|
1.00
|
$
|
4,317,000
|
||||
|
B-2
|
$
|
100,000
|
$
|
1.00
|
$
|
3,871,000
|
||||
|
B-3
|
$
|
100,000
|
$
|
1.00
|
$
|
3,871,000
|
||||
|
C
|
10%
|
|
1%
|
|
$
|
297,754,947.64(1)
|
|
|||
|
X
|
100%
|
|
N/A
|
N/A
|
||||||
|
R-1
|
100%
|
|
N/A
|
N/A
|
||||||
|
R-2
|
100%
|
|
N/A
|
N/A
|
||||||
|
R-3
|
100%
|
|
N/A
|
N/A
|
||||||
|
RX
|
100%
|
|
N/A
|
N/A
|
||||||
(1)
This
is a Notional Amount.
The
Class
X Certificates will be issued as a single Certificate and will not have a
Certificate Principal Balance. 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 Section 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
Section 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
Section 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 Section 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 Section 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 Section 6.02(d) and in accordance with the rules of the
Depository:
(i) A
Holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
Holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Trustee a Rule 144A and Related
Matters Certificate or comparable evidence as to its QIB status.
(iii) A
Holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(e) (i)Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Trustee shall cancel such Individual Certificate and shall (or shall request
the Depository to) endorse on the schedule affixed to the applicable Global
Certificate (or on a continuation of such schedule affixed to the Global
Certificate and made a part thereof) or otherwise make in its books and records
an appropriate notation evidencing the date of such exchange or transfer and
an
increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred
therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Trustee shall (or shall request the Depository to) endorse on the
schedule affixed to such Global Certificate (or on a continuation of such
schedule affixed to such Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this Section 6.02,
the
Holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 6.01 above or any integral multiple of $1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Trustee in the case of transfer and a written request for exchange in the case
of exchange. The Holder of a beneficial interest in a Global Certificate may,
subject to the rules and procedures of the Depository, cause the Depository
(or
its nominee) to notify the Trustee in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Trustee
shall, within a reasonable time period of such request made at the Corporate
Trust Office, sign, countersign and deliver at the Corporate Trust Office,
to
the transferee (in the case of transfer) or Holder (in the case of exchange)
or
send by first class mail at the risk of the transferee (in the case of transfer)
or Holder (in the case of exchange) to such address as the transferee or Holder,
as applicable, may request, an Individual Certificate or Certificates, as the
case may require, for a like aggregate Percentage Interest and in such
authorized denomination or denominations as may be requested. The presentation
for transfer or exchange of any Individual Certificate shall not be valid unless
made at the Corporate Trust Office by the registered Holder in person, or by
a
duly authorized attorney-in-fact.
(h) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities Act
and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee in
writing the facts surrounding the Transfer by (x)(i) the delivery to the Trustee
by the Certificateholder desiring to effect such transfer of a certificate
substantially in the form set forth in Exhibit D (the “Transferor Certificate”)
and (ii) the delivery by the Certificateholder’s prospective transferee of (A) a
letter in substantially the form of Exhibit E (the “Investment Letter”) if the
prospective transferee is an Institutional Accredited Investor or (B) a letter
in substantially the form of Exhibit F (the “Rule 144A and Related Matters
Certificate”) if the prospective transferee is a QIB or (y) there shall be
delivered to the Trustee an Opinion of Counsel addressed to the Trustee that
such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor, the Sellers,
the Master Servicer or the Trustee; provided,
however,
that
such representation letters will not be required in connection with any transfer
of any such Certificate by the Depositor to an affiliate of the Depositor and
the Trustee and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor. Notwithstanding
the provisions of the immediately preceding sentence, no restrictions shall
apply with respect to the transfer or registration of transfer of a beneficial
interest in any Certificate that is a Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class provided that each such transferee shall be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB. The Depositor shall provide to any Holder of a Private Certificate and
any
prospective transferee designated by any such Holder, information regarding
the
related Certificates and the Mortgage Loans and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule
144A. The Trustee and the Master Servicer shall cooperate with the Depositor
in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Sellers and the Master Servicer against any liability that may result if
the
Transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of any Class C Certificate shall be made unless the proposed transferee
of such Class C Certificate (1) provides to the Trustee the appropriate tax
certification form that would eliminate any withholding or deduction for taxes
from amounts payable by the Swap Provider, pursuant to the Swap Agreement,
to
the Swap Administrator on behalf of the Supplemental Interest Trust (i.e.,
IRS
Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any
successor form thereto), together with any applicable attachments) and (2)
agrees to update such form (a) upon expiration of any such form, (b) as required
under then applicable U.S. Treasury regulations and (c) promptly upon learning
that such form has become obsolete or incorrect, each as a condition to such
transfer. In addition, no transfer of any Class C Certificate shall be made
if
such transfer would cause the Supplemental Interest Trust to be beneficially
owned by two or more persons for federal income tax purposes, or continue to
be
so treated, unless (i) each proposed transferee of such Class C Certificate
complies with the foregoing conditions, and (ii) the proposed majority holder
of
the Class C Certificates (or each holder, if there is or would be no majority
holder) (A) provides, or causes to be provided, on behalf of the Supplemental
Interest Trust, if applicable, to the Trustee, the appropriate tax certification
form that would be required from the Supplemental Interest Trust to eliminate
any withholding or deduction for taxes from amounts payable by the Swap
Provider, pursuant to the Swap Agreement, to the Swap Administrator on behalf
of
the Supplemental Interest Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX,
X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with
any applicable attachments) and (B) agrees to update such form (x) upon
expiration of any such form, (y) as required under then applicable U.S. Treasury
regulations and (z) promptly upon learning that such form has become obsolete
or
incorrect. If, under applicable U.S. Treasury regulations, such tax
certification form may only be signed by a trustee acting on behalf of the
Supplemental Interest Trust, then the Supplemental Interest Trust Trustee shall
sign such certification form if so requested by a holder of the Class C
Certificates. Upon receipt of any tax certification form pursuant to the
conditions set forth in the preceding sentences from a holder of any Class
C
Certificate, the Trustee shall forward such tax certification form to the
Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall forward such tax certification form provided to it to the Swap Provider.
Each holder of a Class C Certificate and each transferee thereof shall be deemed
to have consented to the Supplemental Interest Trust Trustee forwarding to
the
Swap Provider any tax certification form it has provided and updated in
accordance with these transfer restrictions.
Any
purported sales or transfers of any Class C Certificate to a transferee which
does not comply with the requirements of this paragraph shall be deemed null
and
void under this Agreement.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of an Offered Certificate or any interest therein, shall be deemed to have
represented, by virtue of its acquisition or holding of such Certificate, or
interest therein, that either (i) it is not a Plan or (ii) (A) it is an
accredited investor within the meaning of the Exemption and (B) the acquisition
and holding of such Certificate and the separate right to receive payments
from
the Supplemental Interest Trust are eligible for the exemptive relief available
under (I) Prohibited Transaction Class Exemption (“PTCE”) 95-60 or
(II) except in the case of a Subordinated Certificate, PTCE 84-14, 90-1,
91-38 or 96-23.
Each
beneficial owner of a Class M Certificate or Class B Certificate or any interest
therein who acquires the Certificate or interest therein following termination
of the Supplemental Interest Trust shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with Plan Assets or (ii) (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.
No
Transfer of a Class X, Class C 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. Neither the
Trustee nor the Master Servicer shall be required to monitor, determine or
inquire as to compliance with the transfer restrictions with respect to any
ERISA Restricted Certificate that is a Book-Entry Certificate, and neither
the
Trustee nor the Master Servicer shall have any liability for transfers of any
such Book-Entry Certificates made through the book-entry facilities of any
Depository or between or among participants of the Depository or Certificate
Owners made in violation of the transfer restrictions set forth herein. Neither
the Trustee nor the Master Servicer shall be under any liability to any Person
for any registration of transfer of any ERISA Restricted Certificate that is
in
fact not permitted by this Section 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.
(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 (b) above, the Trustee shall have
been furnished with an affidavit of the initial owner or the proposed transferee
in the form attached hereto as Exhibit C (a “Transferee Affidavit”) and an
affidavit of the transferor in the form attached hereto as Exhibit 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 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 Sellers or the
Master Servicer, to the effect that the elimination of such restrictions, or
any
Transfer of a Residual Certificate allowed by such elimination, will not cause
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based
on an
Opinion of Counsel addressed to the Trustee and furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate that is held by
a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(j) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 6.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Sellers or the Master Servicer.
Section
6.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof and (b) there is delivered to the
Trustee such security or indemnity as may be required by them to save each
of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any
new
Certificate under this Section 6.03, the Trustee may require the payment of
a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses
of
the Trustee) connected therewith. Any replacement Certificate issued pursuant
to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
Section
6.04 Persons
Deemed Owners.
The
Trustee and any agent of the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose
of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Trustee nor any agent of the Trustee shall be
affected by any notice to the contrary.
Section
6.05 Access
to
List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Trustee, (b) state that such Certificateholders desire to communicate with
other
Certificateholders with respect to their rights under this Agreement or under
the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the Depositor or the Master
Servicer shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the Depositor, the Master Servicer or such Certificateholders at such
recipients’ expense the most recent list of the Certificateholders of the Trust
Fund held by the Trustee, if any. The Depositor and every Certificateholder,
by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section
6.06 Book-Entry
Certificates.
The
Regular Certificates (other than the Class C Certificates and Residual
Certificates), upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates, to
be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of such Certificates will
receive a definitive certificate representing such Certificate Owner’s interest
in such Certificates, except as provided in Section 6.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
6.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor and the Trustee may deal with the Depository and the Depository
Participants for all purposes (including the making of distributions) as the
authorized representative of the respective Certificate Owners of such
Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Trustee except
to
another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 6.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants;
(f) the
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants;
and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
The
Private Certificates shall initially be held in fully registered certificated
form. If at any time the Holders of all of the Certificates of one or more
such
Classes request that the Trustee cause such Class to become Global Certificates,
the Depositor (with the assistance of the Trustee) will take such action as
may
be reasonably required to cause the Depository to accept such Class or Classes
for trading if it may legally be so traded. If at anytime there are to be Global
Certificates, the Global Certificates shall be delivered to the Depository
by
the Depositor or deposited with the Trustee as custodian for the
Depository.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
Section
6.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Trustee shall give all such notices and communications
to the Depository.
Section
6.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Trustee that the Depository is
no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Depositor is
unable to locate a qualified successor or (b) the Depositor, with the consent
of
Depository Participants, advises the Trustee that it elects to terminate the
book-entry system with respect to such Certificates through the Depository,
then
the Trustee shall notify all Certificate Owners of such Certificates, through
the Depository, of the occurrence of any such event and of the availability
of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall countersign and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee shall be liable for any delay in delivery of
such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Trustee to exchange or cause the exchange of the Certificate Owner’s
interest in such Class of Certificates for an equivalent Voting Right in fully
registered definitive form. Upon receipt by the Trustee of instructions from
the
Depository directing the Trustee to effect such exchange (such instructions
to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required
by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant’s account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner’s Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class
of
Certificates by the amount of the definitive Certificates.
Section
6.09 Maintenance
of Office or Agency.
The
Trustee will maintain or cause to be maintained at its expense an office or
offices or agency or agencies at the Corporate Trust Office where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01 Liabilities
of the Depositor and the Master Servicer.
Each
of
the Depositor, and the Master Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by it herein.
Section
7.02 Merger
or
Consolidation of the Depositor or the Master Servicer.
(a) Each
of
the Depositor and the Master Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the state
of
its incorporation, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.
(b) Any
Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be
the
successor of the Depositor or the Master Servicer hereunder, without the
execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section
7.03 Indemnification
of the Trustee and the Master Servicer.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons including LaSalle
Bank National Association as Trustee and in its individual capacity only to
the
extent of its performance of its duties hereunder for, and to hold them harmless
against, any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, including 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. This indemnity shall survive the resignation or removal of the Trustee
or
Master Servicer and the termination of this Agreement.
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 it
duties hereunder, the Custodian and any director, officer, employee or agent
of
the Depositor, the Master Servicer, the Trustee or the Custodian shall be
indemnified by the Trust and held harmless thereby against any loss, liability
or expense (including reasonable legal fees and disbursements of counsel)
incurred on their part that may be sustained in connection with, arising out
of,
or related to, any claim or legal action (including any pending or threatened
claim or legal action) relating to this Agreement, the Custodial Agreement
or
the Certificates, other than (i) in the case of the Master Servicer or the
Trustee, (x) any such loss, liability or expense related to the Master
Servicer’s or the Trustee’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 or the Trustee’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, and (ii) 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. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.
(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 Section 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
of the Master Servicer to duly perform, within the required period of time,
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 the Swap Provider (with a copy to each Rating
Agency), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. 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, the Swap
Provider and to each Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and the Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
8.04 Waiver
of
Defaults.
The
Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing greater than 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 10.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller or the Master Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) 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 Section 9.07; and
(ix) The
Trustee shall not have any duty to conduct any affirmative investigation as
to
the occurrence of any condition requiring the repurchase of any Mortgage Loan
by
any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
for purposes of this Agreement.
(b) The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
are
hereby directed by the Depositor to execute, deliver and perform its respective
obligations under the Swap Administration Agreement and to perform the
obligations of the Trustee, the Swap Administrator and the Supplemental Interest
Trust Trustee, respectively, thereunder on the Closing Date and thereafter
on
behalf of the Holders of the Certificates (and any amendments or supplements
to
the Swap Administration Agreement as may be requested by the Majority Class
C
Certificateholder regarding the distributions to be made to it or its designees
thereunder). The Seller, the Master Servicer, the Depositor and the
Certificateholders by acceptance of their Certificates acknowledge and agree
that the Trustee, the Swap Administrator and the Supplemental Interest Trust
Trustee shall execute, deliver and perform its respective obligations under
the
Swap Administration Agreement and shall do so solely in its capacity as Trustee,
the Swap Administrator and the Supplemental Interest Trust Trustee and not
in
its individual capacity. Amounts payable by the Trustee on any Distribution
Date
to the Swap Administrator shall be paid by the Trustee as provided herein.
The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
in
its individual capacity shall have no responsibility for any of the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as
Supplemental Interest Trust Trustee under the Swap Agreement. The Swap
Administrator shall not have any liability for any failure or delay in payments
to the Trust which are required under the Swap Administration Agreement where
such failure or delay is due to the failure or delay of the Swap Provider in
making such payment to the Swap Administrator. LaSalle Bank National
Association, as the Swap Administrator, the Trustee and the Supplemental
Interest Trust Trustee and in its individual capacity only to the extent of
its
performance of its duties hereunder shall be entitled to be indemnified and
held
harmless by the Trust from and against any and all losses, claims, expenses
or
other liabilities that arise by reason of or in connection with the performance
or observance by each of the Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustee of its duties or obligations under the
Swap
Agreement or the Swap Administration Agreement, except to the extent that the
same is due to the Swap Administrator’s, the Trustee’s or the Supplemental
Interest Trust Trustee’s gross negligence, willful misconduct or fraud. Any
Person appointed as successor trustee pursuant to Section 9.09 shall also be
required to serve as successor Swap Administrator and successor supplemental
interest trust trustee under the Swap Agreement and the Swap Administration
Agreement.
Section
9.03 Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee shall not have any responsibility
for their correctness. The Trustee makes no representation as to the validity
or
sufficiency of the Certificates (other than the signature and countersignature
of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing
shall not relieve the Trustee, or the Custodian on its behalf, of the obligation
to review the Mortgage Files pursuant to Section 2.02 of this Agreement. The
Trustee’s signature and countersignature (or countersignature of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for
the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to Section 2.06, the Trustee shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement
or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
hereunder or intended to be issued hereunder. The Trustee shall not at any
time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not be responsible
for filing any financing or continuation statement in any public office at
any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to record this Agreement.
Section
9.04 Trustee
May Own Certificates.
The
Trustee in its individual capacity or in any capacity other than as Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee and may otherwise deal with
the
parties hereto.
Section
9.05 Trustee’s
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 the Swap Provider. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If
at any
time (i) the Trustee shall cease to be eligible in accordance with the
provisions of Section 9.06 hereof and shall fail to resign after written request
thereto by the Depositor, (ii) the Trustee shall become incapable of acting,
or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with
respect to the Trust Fund by any state in which the Trustee or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee and (C) the Trustee fails to indemnify the Trust Fund against
such tax, then the Depositor or the Master Servicer may remove the Trustee
and
appoint a successor trustee by written instrument, in multiple copies, a copy
of
which instrument shall be delivered to the Trustee, the Master Servicer and
the
successor trustee.
The
Holders evidencing greater than 50% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in multiple copies, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered by the successor trustee to the Master Servicer,
the Trustee so removed and the successor trustee so appointed. Notice of any
removal of the Trustee shall be given to each Rating Agency by the Trustee
or
successor trustee.
Any
resignation or removal of LaSalle Bank National Association as Trustee shall
also result in the resignation or removal, as applicable, of LaSalle Bank
National Association as Swap Administrator. Any resignation or removal of the
Trustee and appointment of a successor trustee pursuant to any of the provisions
of this Section 9.08 shall become effective upon acceptance of appointment
by
the successor trustee as provided in Section 9.09 hereof and upon acceptance
of
appointment by a successor Swap Administrator under the Swap Administration
Agreement.
Section
9.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 9.08 hereof shall execute,
acknowledge and deliver to the Depositor, to its predecessor trustee, the Master
Servicer an instrument accepting such appointment hereunder and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein.
No
successor trustee shall accept appointment as provided in this Section 9.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 9.07 hereof and its appointment shall not
adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
9.09, the successor trustee shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the successor trustee fails to
mail
such notice within ten days after acceptance of appointment, the Depositor
shall
cause such notice to be mailed at the expense of the Trust Fund.
Section
9.10 Merger
or
Consolidation of Trustee.
Any
corporation, state bank or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee, shall be
the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 hereof without the execution
or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and
be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 9.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed (whether a Trustee hereunder or as a Successor Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in
any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
IX.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section
9.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute, and that the affairs of the
Trust
Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
“real estate mortgage investment conduit” as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the Trustee covenants
and agrees that it shall act as agent (and the Trustee is hereby appointed
to
act as agent) on behalf of the Trust Fund. The Trustee, as agent on behalf
of
the Trust Fund, shall do or refrain from doing, as applicable, the following:
(a)
the
Trustee shall prepare and file, or cause to be prepared and filed, in a timely
manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns (Form
1066 or any successor form adopted by the Internal Revenue Service) and prepare
and file or cause to be prepared and filed with the Internal Revenue Service
and
applicable state or local tax authorities income tax or information returns
for
each taxable year with respect to each such REMIC containing such information
and at the times and in the manner as may be required by the Code or state
or
local tax laws, regulations, or rules, and furnish, or cause to be furnished,
to
Certificateholders the schedules, statements or information at such times and
in
such manner as may be required thereby;
provided, however, for the avoidance of doubt, the Trustee shall not be
responsible for preparing and filing or causing to be prepared and filed any
income tax or information returns with respect to the Class X Certificates;
(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 documents required to
be
prepared by it pursuant to this Section 9.12; (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 or REMIC V as defined in Section 860F(a)(2) of
the
Code, on the “net income from foreclosure property” of the Trust Fund as defined
in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d)
of the Code, or any other tax is imposed, including, without limitation, any
federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC
II, REMIC III, REMIC IV or REMIC V, and is not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such tax arises out
of
or results from a breach by the Trustee of any of its obligations under this
Agreement, (ii) any party hereto (other than the Trustee) to the extent any
such
tax arises out of or results from a breach by such other party of any of its
obligations under this Agreement or (iii) in all other cases, or in the event
that any liable party hereto fails to honor its obligations under the preceding
clauses (i) or (ii), the following Certificateholders in the following manner:
any such tax will be paid first with amounts otherwise to be distributed to
the
Class R Certificateholders, and second with amounts otherwise to be distributed
to the Holders of the following other Certificates in the following order of
priority: first,
to the
Class B-3 Certificates, second, to the Class B-2 Certificates, third, to the
Class B-1, fourth, to the Class M-6 Certificates, fifth, to the Class M-5
Certificates, sixth, to the Class M-4 Certificates, seventh, to the Class M-3
Certificates, eighth, to the Class M-2 Certificates, ninth, to the Class M-1
Certificates, and tenth, to the Class A Certificates, on a pro rata basis.
Notwithstanding anything to the contrary contained herein, to the extent that
such tax is payable by the Holder of any Certificates, the Trustee is hereby
authorized to retain on any Distribution Date, from the Holders of the Class
R
Certificates (and, if necessary, second, from the Holders of the other
Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such
tax.
The
Trustee
shall
include in its Monthly Statement amounts allocated to the 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 agrees 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 shall not (unless otherwise expressly
permitted in 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 Supplemental Interest Trust Trustee nor the Swap Administrator
nor
the Trustee shall have any responsibility for the entity-level tax filing or
tax
preparation of the Supplemental Interest Trust.
ARTICLE
X
TERMINATION
Section
10.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(i) Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
Trust Fund shall terminate upon the earlier of (a) the exercise by the Majority
Class C Certificateholder of its right to purchase all of the Mortgage Loans
(and REO Properties) remaining in the Trust Fund at a price (the “Mortgage Loan
Purchase Price”) equal to the sum of (i) 100% of the Stated Principal Balance of
each Mortgage Loan (other than in respect of REO Property), (ii) accrued
interest thereon at the applicable Mortgage Rate to, but not including, the
first day of the month of such purchase, (iii) the appraised value of any REO
Property in the Trust Fund (up to the Stated Principal Balance of the related
Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed
upon by the Master Servicer and the Trustee and (iv) unreimbursed out-of pocket
costs of the Master Servicer, including unreimbursed Servicing Advances and
the
principal portion of any unreimbursed Advances made on the Mortgage Loans prior
to the exercise of such repurchase right (v) any unreimbursed costs and expenses
of the Trustee payable pursuant to Section 9.05 or of the Custodian pursuant
to
the Custodial Agreement and (vi) any Swap Termination Payment (which shall
include any Net Swap Payment payable by the Trust Fund for the final
Distribution Date) payable to the Swap Provider which remains unpaid or which
is
due to the exercise of such option (the “Swap Optional Termination Payment”) and
(b) the later of (i) the maturity or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement.
In
no
event shall the Trust Fund created hereby continue beyond the earlier of (i)
the
expiration of 21 years from the death of the last survivor of the descendants
of
Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of
St.
Xxxxx, living on the date hereof and (ii) the Latest Possible Maturity
Date.
(ii) The
Majority Class C Certificateholder shall have the right to repurchase all
Mortgage Loans and REO Properties at any time at which the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund is not more
than 20% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans. If
the
Majority Class C Certificateholder elects to terminate the Trust Fund pursuant
to this Section 10.01 (such termination, an “Optional Termination”), the
Majority Class C Certificateholder shall, at least 20
days
prior to the last date on which notice of such Optional Termination is required
to be mailed to the Certificateholders pursuant to Section 10.02(ii), notify
in
writing (which may be in electronic format) the Depositor, the Master Servicer,
the Trustee and the Swap Provider of the final Distribution Date on which the
Majority Class C Certificateholder intends to terminate the Trust Fund. Upon
termination of the Trust Fund, the Certificateholders shall present and
surrender the related Certificates at the Corporate Office of the Trustee,
as
further set forth in Section 10.02.
(iii) In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to the Section
10.01(ii), 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) (in accordance with
the
applicable provision of the Swap Agreement) and by phone from the Swap Provider
the amount of the Estimated Swap Termination Payment. The Swap Provider shall,
no later than 2:00 pm on the following Business Day, notify in writing (which
may be in electronic format) the Trustee of the amount of the Estimated Swap
Termination Payment, and the Trustee shall promptly on the same day notify
the
Majority Class C Certificateholder of the amount of the Estimated Swap
Termination Payment.
(iv) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.01(ii), (i) the Majority Class
C
Certificateholder
shall,
no
later
than 1:00 pm New
York
City time on such Business Day, deposit funds in the Distribution Account in
an
amount equal to the sum of the Mortgage Loan Purchase Price (other than the
Swap
Optional Termination Payment) and the Estimated Swap Termination Payment, and
(ii) if the Trustee shall have determined that the aggregate Stated Principal
Balance of all of the Mortgage Loans in the Trust Fund as of the related
Determination Date is not
more
than 20% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans
and that
all other requirements of the Optional Termination have been met, including
without limitation the deposit required pursuant to the immediately preceding
clause (i) as well as the requirements specified in Section 10.03, then the
Trustee shall, on such Business Day, provide written notice to the Majority
Class C Certificateholder, the Depositor, the Master Servicer, the Custodian
and
the Swap Provider (in accordance with the applicable provision of the Swap
Agreement) confirming (a) its receipt of the Mortgage Loan Purchase Price (other
than the Swap Optional Termination Payment) and the Estimated Swap Termination
Payment and (b) that all other requirements of the Optional Termination have
been met. Upon the Trustee’s providing the notice described in the preceding
sentence, the Optional Termination shall become irrevocable, the notice to
Certificateholders of such Optional Termination provided pursuant to Section
10.02(ii) shall become unrescindable, the Swap Provider shall determine the
Swap
Optional Termination Payment in accordance with the Swap Agreement, and the
Swap
Provider shall provide to the Trustee written notice of the amount of the Swap
Optional Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section
10.01(ii).
(v) In
connection with any Optional Termination, only an amount equal to the Mortgage
Loan Purchase Price less any Swap Optional Termination Payment shall be made
available for distribution to the Regular Certificates. Any Estimated Swap
Termination Payment deposited into the Distribution Account by the Majority
Class C Certificateholder shall be withdrawn by the Trustee from the
Distribution Account on the final Distribution Date and distributed as follows:
(i) to the Supplemental Interest Trust for payment to the Swap Provider in
accordance with Section 3.21(c), an amount equal to the Swap Optional
Termination Amount calculated pursuant to the Swap Agreement, provided that,
in
no event shall the amount distributed to the Swap Provider in respect of the
Swap Optional Termination Amount exceed the Estimated Swap Termination Payment,
and (ii) to the Majority Class C Certificateholder, an amount equal to the
excess, if any, of the Estimated Swap Termination Payment over the Swap Optional
Termination Payment. The Swap Optional Termination Payment shall not be part
of
any REMIC and shall not be paid into any account which is part of any REMIC.
(vi) Upon
receipt by the Custodian of notice from the Trustee pursuant to Section
10.01(iv) 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.
(vii) Notwithstanding
the foregoing, the provisions of Section 7.03 hereof shall survive the
termination of this Agreement.
Section
10.02 Final
Distribution on the Certificates.
(i) If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Protected Account, the Master Servicer shall direct the
Trustee to send a final distribution notice promptly to each Certificateholder
or (ii) the Trustee determines that a Class of Certificates shall be retired
after a final distribution on such Class, the Trustee shall notify the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence shall be made
only upon presentation and surrender of the Certificates at the Corporate Office
of the Trustee.
(ii) Notice
of
any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Trustee by letter
to Certificateholders mailed not later than two Business Days after the
Determination Date in the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates shall be made upon presentation and surrender of Certificates
at
the office therein designated, (b) the amount of such final distribution, (c)
the location of the office or agency at which such presentation and surrender
must be made and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified.
The Trustee will give such notice to each Rating Agency at the time such notice
is given to Certificateholders.
(iii) In
the
event such notice is given, the Master Servicer shall cause all funds in the
Protected Account to be remitted to the Trustee for deposit in the Distribution
Account on the second Business Day prior to the applicable Distribution Date
in
an amount equal to the final distribution in respect of the Certificates. Upon
such final deposit with respect to the Trust Fund and the receipt by the
Custodian of a Request for Release therefor, the Custodian shall promptly
release to the Master Servicer, as applicable the Mortgage Files for the
Mortgage Loans and the Trustee shall execute and deliver any documents prepared
and delivered to it which are necessary to transfer any REO
Property.
(iv) Upon
presentation and surrender of the Certificates, the Trustee shall cause to
be
distributed to Certificateholders of each Class in accordance with the
Remittance Report 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 Residual Certificateholders shall
be
entitled to all unclaimed funds and other assets of the Trust Fund that remain
subject hereto.
Section
10.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class C Certificateholder or the Master Servicer,
as
applicable, of its purchase option as provided in Section 10.01, the Trust
Fund
shall be terminated in accordance with the following additional requirements,
unless the Trustee has been supplied with an Opinion of Counsel addressed to
the
Trustee, at the expense of the Majority Class C Certificateholder or the Master
Servicer, as applicable, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 10.03 will not (i) result in the
imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The
Majority Class C Certificateholder or the Master Servicer, as applicable, shall
establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC
IV
and REMIC V 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 REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V pursuant to Treasury
Regulation Section 1.860F-1. The Majority Class C 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
Majority Class C Certificateholder or the Master Servicer, as
applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Trustee shall sell all of the assets of REMIC
I
for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the Residual Certificates all cash on hand (other than cash retained to meet
claims), and REMIC I shall terminate at that time.
(b) By
their
acceptance of the Certificates (other than the Class X Certificates), the
Holders thereof hereby authorize the adoption of a 90-day liquidation period
and
the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC
III,
REMIC IV and REMIC V, which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation under
Section 860F of the Code and any regulations thereunder upon the written request
of the Majority Class C Certificateholder or the Master Servicer, as applicable,
and the receipt of the Opinion of Counsel referred to in Section 10.03(a)(1)
and
to take such other action in connection therewith as may be reasonably requested
by the Majority Class C 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 or REMIC V as a REMIC under the Code or to avoid or minimize
the
risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC
IV or REMIC V pursuant to the Code that would be a claim against any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final
redemption of the Certificates, provided that the Trustee has been provided
an
Opinion of Counsel addressed to the Trustee, which opinion shall be an expense
of the party requesting such opinion but in any case shall not be an expense
of
the Trustee or the Trust Fund, to the effect that such action is necessary
or
appropriate to maintain such qualification or to avoid or minimize the risk
of
the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of Holders of the Certificates evidencing over 50% of the Voting Rights,
or, if applicable, Holders of each Class of Certificates affected thereby
evidencing over 50% of the Voting Rights of such Class or Classes,
for the
purpose of adding any provisions to or changing in any manner or eliminating
any
of the provisions of this Agreement or of modifying in any manner the rights
of
the Holders of Certificates;
provided that no such amendment shall (i) reduce in any manner the amount of,
or
delay the timing of, payments required to be distributed on any Certificate
without the consent of the Holder of such Certificate, (ii) cause any of REMIC
I, REMIC II, REMIC III, REMIC IV or REMIC V 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
or REMIC V or the Certificateholders or cause any of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V to cease to qualify as a REMIC at any time that any
Certificates are outstanding. Further, nothing in this Agreement shall require
the Trustee to enter into an amendment without receiving an Opinion of Counsel,
satisfactory to the Trustee 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 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, securities administrator, trustee or other
service provider) without the prior written consent of the Swap Provider, which
consent shall not be unreasonably withheld, conditioned or delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder, the Swap Provider and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
11.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all of the counties
or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office
or
elsewhere. The Master Servicer shall effect such recordation at the Trust’s
expense upon the request in writing of a Certificateholder, but only if such
direction is accompanied by an Opinion of Counsel (provided at the expense
of
the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
11.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
11.04 Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Notes,
Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Sellers to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Sellers or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Sellers or the Depositor,
as applicable, for the benefit of the Certificateholders of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
11.05 Notices.
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer or the Trustee and the
appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.19 and 10.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall
be
in writing and shall be deemed to have been duly given when delivered at or
mailed by registered mail, return receipt requested, postage prepaid, or by
recognized overnight courier, or by facsimile transmission to a number provided
by the appropriate party if receipt of such transmission is confirmed to (i)
in
the case of the Depositor, Bear Xxxxxxx Asset Backed Securities I LLC, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chief Counsel and with
respect to Regulation AB notifications to the Depositor at
xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the case of the Seller or the Master
Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx
00000 (Facsimile: (000) 000-0000), attention: General Counsel or such other
address as may be hereafter furnished to the other parties hereto by the Master
Servicer in writing; (iii) in the case of the Trustee, 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust
Services-Bear Xxxxxxx Mortgage Funding Trust 2007-SL2 or such other address
as
may be hereafter furnished to the other parties hereto by the Trustee in
writing, (v) in the case of Xxxxx’x, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Home Equity Monitoring, or such other address as may be hereafter
furnished to the other parties hereto by Xxxxx’x in writing and (vi) in the case
of Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00
Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other address as
may
be hereafter furnished to the other parties hereto by Standard & Poor’s in
writing. Any notice delivered to EMC 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, the
Seller or the Depositor.
Section
11.08 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced
by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein
or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section
11.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor and the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 11.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 9.05 hereof.
Section
11.10 Certificates
Nonassessable and Fully Paid.
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
Section
11.11 Third
Party Rights.
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its express rights to receive any payments under this Agreement
or
any
other express rights of
the
Swap Provider explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this
Agreement as if it were a party hereto. The Swap Administrator shall be an
express third-party beneficiary of this Agreement to the extent of its express
rights to receive any payments under this Agreement or
any
other express rights of
the
Swap Administrator explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this
Agreement as if it were a party hereto.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
|
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxxx, Xx. | |
| Name: |
Xxxxxx X. Xxxxxxxxx, Xx. |
|
| Title: | Vice President | |
|
EMC
MORTGAGE CORPORATION,
as
Seller and as Master Servicer
|
||
| |
|
|
| By: | /s/ Xxx Xxxxxxxx | |
| Name: |
Xxx Xxxxxxxx |
|
| Title: | Executive Vice President | |
|
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxx | |
| Name: |
Xxxxx X. Xxxx |
|
| Title: | Assistant 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 - Xxxxxx X. Xxxxxxxxx, Xx., personally known to me on the basis of
satisfactory evidence to be a Vice President 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 SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
A
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(h)
OF THE AGREEMENT (AS DEFINED BELOW).
|
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
[I][II]-A 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:
February
25, 2037
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I][II]-A Certificates with respect to a Trust Fund consisting primarily
of a
pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four- family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC” and the “Seller”) 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 this 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, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to have made 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 the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
____________, 2007
|
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][II]-A Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION,
Authorized signatory of
LaSalle
Bank National Association , not in its
individual
capacity but solely as 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
|||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-2
Form
of
Class M Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[THE CLASS M-1 CERTIFICATES] [,] [THE CLASS M-2 CERTIFICATES] [,] [THE CLASS
M-3
CERTIFICATES] [,] [THE CLASS M-4 CERTIFICATES] [,] [THE CLASS M-5 CERTIFICATES]
[,] [AND] [THE CLASS M-6 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.
NO
TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE
EXCEPT
IN ACCORDANCE WITH SECTION 6.02(h)
OF THE AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
|
Certificate
No.1
|
Adjustable
Rate
|
|
Class
M-[1][2][3][4][5][6] 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:
February
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL2
evidencing
a fractional undivided interest in the distributions allocable to the Class
M-[1][2][3][4][5][6] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, second lien, one- to
four-family fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED
SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four- family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC” and the “Seller”) 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 this 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, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, 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.
No
transfer of this Certificate or beneficial ownership herein shall be made
except
in accordance with 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 the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3][4][5][6] 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 Mortgage-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 B Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
CLASS M CERTIFICATES [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS
B-2
CERTIFICATES] [,] [AND] [CLASS B-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. 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.
NO
TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE
EXCEPT
IN ACCORDANCE WITH SECTION 6.02(h)
OF THE AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
|
Certificate
No. 1
|
[Adjustable
Rate]
|
|
Class
B-[1][2][3][4] 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:
February
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL2
evidencing
a fractional undivided interest in the distributions allocable to the Class
B-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
of
a pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four- family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC” and the “Seller”) 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 this 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, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, 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.
No
transfer of this Certificate or beneficial ownership herein shall be made
except
in accordance with 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 the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
____________, 2007
|
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 B-[1][2][3][4] 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 Mortgage-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 C Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE
CLASS M CERTIFICATES AND THE CLASS B 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 SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE
OF
SUCH CERTIFICATE (1) PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION
FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS
PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP AGREEMENT, TO THE SWAP
ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM
W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY
SUCCESSOR FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (2)
AGREES TO UPDATE SUCH FORM (A) UPON EXPIRATION OF ANY SUCH FORM, (B) AS REQUIRED
UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING
THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, EACH AS A CONDITION TO SUCH
TRANSFER. IN ADDITION, NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE IF SUCH
TRANSFER WOULD CAUSE THE SUPPLEMENTAL INTEREST TRUST TO BE BENEFICIALLY OWNED
BY
TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES, OR CONTINUE TO BE SO
TREATED, UNLESS (I) EACH PROPOSED TRANSFEREE OF SUCH CERTIFICATE COMPLIES
WITH
THE FOREGOING CONDITIONS, AND (II) THE PROPOSED MAJORITY HOLDER OF THE
CLASS C CERTIFICATES (OR EACH HOLDER, IF THERE IS OR WOULD BE NO MAJORITY
HOLDER) (X) PROVIDES, OR CAUSES TO BE PROVIDED, ON BEHALF OF
THE SUPPLEMENTAL INTEREST TRUST, IF APPLICABLE, TO
THE TRUSTEE, THE APPROPRIATE TAX CERTIFICATION FORM THAT WOULD BE REQUIRED
FROM
THE SUPPLEMENTAL INTEREST TRUST TO ELIMINATE ANY WITHHOLDING OR DEDUCTION
FOR TAXES FROM AMOUNTS PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP
AGREEMENT, TO THE SWAP ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST
TRUST (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS
APPLICABLE (OR ANY SUCCESSOR FORM THERETO), TOGETHER WITH ANY APPLICABLE
ATTACHMENTS) AND (Y) AGREES TO UPDATE SUCH FORM (A) UPON EXPIRATION OF SUCH
FORM, (B) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND
(C)
PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT. UNDER
THE AGREEMENT, UPON RECEIPT OF ANY TAX CERTIFICATION FORM PURSUANT TO THESE
TRANSFER RESTRICTIONS FROM A HOLDER OF THIS CERTIFICATE, THE TRUSTEE SHALL
FORWARD SUCH TAX CERTIFICATION FORM TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE.
THE SUPPLEMENTAL INTEREST TRUST TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE SWAP PROVIDER. EACH HOLDER OF THIS CERTIFICATE
AND
EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE SUPPLEMENTAL
INTEREST TRUST TRUSTEE FORWARDING TO THE SWAP PROVIDER ANY TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS.
ANY PURPORTED SALES OR TRANSFERS OF THIS CERTIFICATE TO A TRANSFEREE WHICH
DOES
NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE
AGREEMENT.
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, THE MASTER SERVICER
OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
|
Certificate
No.1
|
Percentage
Interest: 100%
|
|
Class
C
|
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:
February
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL2
evidencing
a fractional undivided interest in the distributions allocable to the Class
C
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end, second lien, one- to four-family fixed interest
rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, 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 primarily of a pool of conventional, closed-end, second
lien, fixed rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC” and the “Seller”) 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, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable,
and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Trustee, or the Master Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law
or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any
Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made
in
accordance with such federal and state laws.
No
transfer of this Class C 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 of the Agreement,
in the form as described by the Agreement, stating that the transferee is
not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with “plan
assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
____________, 2007
|
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 C 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 Mortgage-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-[1][2][3][X] Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER
OR
THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN
THE AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
|
Certificate
No.1
|
|
|
Class
R-[1][2][3][X]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
|
|
First
Distribution Date:
March
26, 2007
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
|
Last
Scheduled Distribution Date:
February
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL2
evidencing
a fractional undivided interest in the distributions allocable to the Class
R-[1][2][3][X] Certificates with respect to a Trust Fund consisting primarily
of
a pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, 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, second lien, fixed rate
mortgage loans secured by one- to four- family residences (collectively,
the
“Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS
I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC” and the
“Seller”) 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, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice.
No
transfer of this Class R-[1][2][3][X] Certificate will be made unless either
(i)
the Trustee shall have received the opinion of counsel set forth in Section
6.02(h) of the Agreement or (ii) the transferee of such certificate provides,
in
accordance with Section 6.02 of the Agreement, a representation in the form
described under the Agreement, or a deemed representation in the case of
a
Global Certificate,
to the
effect that the transferee is not an employee benefit or other plan subject
to
the prohibited transaction provisions of ERISA or Section 4975 of the Code
(a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R-[1][2][3][X] 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 Mortgage-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-6
Form
of
Class X Certificates
THIS
CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS
IN
RESPECT OF PRINCIPAL OR INTEREST.
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, THE MASTER SERVICER
OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
|
Certificate
No.1
|
|
|
Class
X
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL2
evidencing
a fractional undivided interest in the distributions allocable to the Class
X
Certificates.
This
Certificate is entitled to distributions with respect to certain Mortgage
Loans
that are initially assets of the Trust, 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, second lien, fixed rate
mortgage loans secured by one- to four- family residences (collectively,
the
“Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS
I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC” and the
“Seller”) 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.
A
distribution will be made 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.
No
transfer of this Class X 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 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 the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
The
Holder of This Certificate shall be entitled to the rights set forth under
the
Agreement. Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
____________, 2007
|
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 X 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
|||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
MATURITY_ FIRST_ ORIGINAL_ PAYMENT CURRENT_ STATE1
DATE PAY_DATE BALANCE BALANCE
---------------------------------------------------------------------------------------------------------------------------
20070201 20070201 96000 941.53 95796.16 California
20361201 20070101 72000 768.43 71962.95 California
20370101 20070201 40000 438.58 39990.59 California
20370101 20070201 119400 1297.51 119371.11 California
20370101 20070201 106000 1131.29 105945.47 California
20370101 20070201 18790 215.3 00000 Xxxxxxxxx
20370101 20070201 74600 676.06 74600 Arizona
20370101 20070201 105000 1171.78 104976.66 Maryland
20370101 20070201 120000 1445.62 119979.37 Washington
20370101 20070201 75000 640.63 75000 California
20361201 20070101 118000 1168.54 117923.21 California
20360701 20060801 26980 320.39 00000 Xxxxxxx
20361001 20061101 117800 1280.12 117480.98 California
20370101 20070201 35700 310 35683.78 Arizona
20070201 20061101 74400 794.04 74323.24 California
20370101 20070201 61050 723.36 61038.88 Florida
20370101 20070201 91000 756.89 90954.05 California
20370101 20070201 25001 257.16 24993.84 Texas
20361201 20070101 99975 868.13 99883.78 Michigan
20370101 20070201 93450 961.24 93423.26 North Carolina
20370101 20070201 141000 1504.83 140927.46 California
20370101 20070201 115500 1099.93 115417.26 California
20370101 20070201 84800 872.26 84775.73 California
20370101 20070201 93400 1005.89 93376.76 California
20370101 20070201 26000 223.38 25987.86 California
20370101 20070201 52800 456.5 52800 Arizona
20370101 20070201 73700 865.96 73686.19 Georgia
20370101 20070201 196000 2322.35 195928.22 Florida
20370101 20070201 31500 291.09 31475.53 California
20370101 20070201 134000 1404.18 133963.73 California
20370101 20070201 55000 487.75 54976.3 New York
20370101 20070201 25500 307.2 25495.61 Georgia
20370101 20070201 16200 211.33 16197.91 Georgia
20370101 20070201 110000 1195.36 109973.39 California
20370101 20070201 67800 699.19 67800 California
20370101 20070201 32000 332.24 31991.09 New Jersey
20370101 20070201 85800 841.5 85771.81 California
20370101 20070201 10000 122.46 9998.37 Maryland
20370101 20070201 78990 798.13 00000 Xxxxxxx
00000000 20070201 136400 1416.17 136362.04 California
20370101 20070201 53000 484.81 52978.93 Arizona
20361201 20070101 50000 577.63 49980.05 California
20070201 20061201 46000 683.88 45989.46 Nevada
20361201 20070101 138450 1344.71 138356.08 Maryland
20361101 20061201 49000 522.96 48961.98 Arizona
20370101 20070201 44500 411.22 44482.78 Florida
20370101 20070201 200000 2270.83 200000 Washington
20361201 20070101 36000 322.5 36000 Arizona
20370101 20070201 77365 838.12 77365 Pennsylvania
20370101 20070201 145400 1537.7 145361.73 California
20370101 20070201 39469 439.91 39469 Arizona
20370101 20070201 34383 282.94 34383 Arizona
20070201 20070201 32784 407.99 32778.98 Arizona
20070201 20070201 97800 867.31 97757.88 California
20070201 20070201 60206 630.9 60189.7 Utah
20070201 20070201 60597 526.19 60569.47 Colorado
20370101 20070201 68000 785.57 67986.5 Arizona
20070201 20070201 286470 2954.22 286470 California
20370101 20070201 130779 1395.75 130745.53 California
20370101 20070201 72750 847.62 72735.97 Maryland
20370101 20070201 44955 440.9 44940.24 California
20361201 20070101 105965 1049.36 105896.94 California
20370101 20070201 34000 396.14 33993.44 Nevada
20370101 20070201 116500 1266 116471.81 California
20370101 20070201 45000 428.55 44983.95 New Jersey
20370101 20070201 40000 403.76 39987.9 Washington
20370101 20070201 41000 378.88 40984.13 Nevada
20370101 20070201 71398.5 619.99 71366.06 Minnesota
20370101 20070201 32400 232.12 32377.13 Nevada
20370101 20070201 28300 349.37 28295.54 Minnesota
20370101 20070201 17000 152.29 00000 Xxxxxxx
20370101 20070201 78000 763.75 78000 California
20370101 20070201 83000 720.73 82962.29 California
20370101 20070201 31500 382.6 31494.74 Nevada
20370101 20070201 118849 1176.95 118811.01 California
20370101 20070201 21750 292.27 00000 Xxxxxx
00000000 20070201 67820 748.85 67820 Arizona
20370101 20070201 115000 1209.9 115000 California
20370101 20070201 18000 188.62 17995.12 Florida
20370101 20070201 40000 529.85 39995.15 Maryland
20370101 20070201 39700 431.42 39690.39 New Jersey
20370101 20070201 87980 956.07 87958.72 California
20370101 20070201 68000 602.08 68000 Arizona
20370101 20070201 46000 431.25 00000 Xxxxxxx
00000000 20070201 29643 238.51 29626.8 Maryland
20370101 20070201 99750 921.79 99711.41 California
20370101 20070201 92250 816.8 92250 California
20370101 20070201 28500 240.47 28500 California
20370101 20070201 130000 1425.37 129969.42 California
20370101 20070201 77000 769.88 76951.89 California
20370101 20070201 111700 1170.5 111669.76 California
20370101 20070201 45000 462.88 44987.12 Colorado
20370101 20070201 136000 1282.33 135950.16 California
20370101 20070201 60750 544.38 60724.53 Nevada
20370101 20070201 24000 253.82 23993.68 Maryland
20370101 20070201 62000 523.13 62000 California
20370101 20070201 22200 211.42 22192.08 Georgia
20370101 20070201 105673 986.44 105633.21 Virginia
20370101 20070201 140000 1507.75 139965.16 California
20370101 20070201 38998 373.73 00000 Xxxxxxx
00000000 20070201 84460 788.42 84428.2 New Jersey
20370101 20070201 124000 1162.5 124000 California
20370101 20070201 122000 1349.56 121972.1 Maryland
20370101 20070201 32000 298.71 31987.95 Georgia
20370101 20070201 199600 2099.96 199600 California
20370101 20070201 38198 437.52 38190.21 Florida
20370101 20070201 75000 764.25 74977.93 California
20370101 20070201 95200 793.33 95200 California
20370101 20070201 27750 282.77 27741.84 California
20370101 20070201 34000 322.29 00000 Xxxxxx
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20070201 20070201 69500 622.79 69470.86 California
20070201 20070201 295000 3165.1 295000 Arizona
20361201 20070101 88550 1040.45 88516.63 Virginia
20370101 20070201 31400 215.88 31400 California
20070201 20070101 65280 665.2 65241.4 Arizona
20361101 20061201 353000 3665 352702.33 Virginia
20370101 20070201 35850 439 35844.19 Arizona
20370101 20070201 24461 179.49 24444.58 North Carolina
20370101 20070201 48164 357.62 48132.49 Arizona
20370101 20070201 29000 289.95 28990.99 California
20370101 20070201 43920 621.7 43915.92 California
20370101 20070201 64600 765.43 64588.24 Illinois
20361201 20070101 110788 1128.93 110722.44 California
20361201 20070101 57000 737.85 56984.83 California
20370101 20070201 92500 846.13 92463.25 California
20070201 20070101 76400 771.19 76353.56 California
20070201 20070101 32250 443.45 32243.21 Virginia
20361201 20070101 116000 1260.56 115943.58 California
20070201 20061201 50000 411.34 49921.64 Nevada
20370101 20070201 39400 510.03 39394.78 Nevada
20361201 20070101 38650 414.68 38650 Washington
20370101 20070201 66551 488.33 66506.34 Pennsylvania
20370101 20070201 42563 376.86 00000 Xxxxxx
00000000 20070101 44309 332.88 44252.29 South Carolina
20361201 20070101 68000 846.24 67979.06 Virginia
20361201 20070101 37260 254.18 37201.69 Indiana
20370101 20070201 10000 138.51 9998.99 Oklahoma
20211101 20061201 59000 589.9 58990 Washington
20070201 20070101 56600 710.02 56583.06 Maryland
20370101 20070201 104800 1128.66 104773.92 California
20361201 20070101 11500 101.98 11490.06 Florida
20370101 20070201 300000 3201.77 299923.23 California
20361201 20070101 45750 397.27 45708.25 Texas
20361101 20061201 35250 502.55 35240.34 Texas
20070201 20070101 51600 678.31 51587.05 Maryland
20070201 20070201 84000 997.5 84000 New York
20070201 20070101 76500 823.88 76461.72 California
20070201 20070201 120000 1280.71 119969.29 California
20370101 20070201 35673 405.1 35665.51 Florida
20370101 20070201 44050 440.5 44050 Arizona
20070201 20061201 70500 745.59 70443.75 Maryland
20370101 20070201 18400 284.82 18398.85 Ohio
20370101 20070201 18000 278.63 17998.87 Ohio
20370101 20070201 45417 372.09 45215.74 Indiana
20361201 20070101 29060 287.78 28827.08 California
20070201 20061201 85000 998.74 84951.66 Maryland
20370101 20070201 55633 428.84 55633 Michigan
20370101 20070201 33400 340.35 33390.17 Arizona
20361201 20070101 15000 154.29 14991.38 Maryland
20211201 20070101 51000 536.56 51000 California
20070201 20061201 146000 1529.93 145880.25 California
20070201 20061201 83000 869.75 82954.85 California
20370101 20070201 246600 2594.44 246600 California
20370101 20070201 41000 473.65 40991.87 Georgia
20070201 20070101 27000 298.13 00000 Xxxxxx
20370101 20070201 45200 430.45 45183.88 Florida
20070201 20070101 39700 462.55 39684.61 Florida
20361201 20070101 69500 721.58 69461.12 Oklahoma
20361101 20061201 32400 403.21 32384.94 Utah
20370101 20070201 33600 294.86 33585.14 Washington
20370101 20070201 35000 421.64 34990.63 Virginia
20370101 20070201 46350 604.64 46344.05 California
20361101 20061201 28400 404.89 28392.22 Texas
20070201 20070201 168000 1715 168000 California
20361201 20070101 44000 538.8 43985.64 Nevada
20070201 20070101 53000 643.75 52982.19 Florida
20070201 20070201 195000 1875.47 194932.34 Georgia
20370101 20070201 18900 223.94 18896.56 Florida
20370101 20070201 61959 625.42 61940.25 Nevada
20361201 20070101 28515 260.84 28492.24 Georgia
20370101 20070201 21999 263.53 21999 Arizona
20361201 20070101 74100 677.82 74040.85 California
20361101 20061201 12000 173.52 11996.9 Georgia
20361201 20070101 76212 895.48 76183.28 Arizona
20370101 20070201 57506 397.18 57462.24 North Carolina
20370101 20070201 25385 188.48 24368.4 South Carolina
20370101 20070201 97000 1016.46 96973.75 California
20370101 20070201 53500 494.39 53479.3 California
20370101 20070201 110600 1191.12 110572.47 California
20370101 20070201 40000 343.66 39981.34 California
20370101 20070201 97000 1353.96 97000 California
20370101 20070201 57000 593.75 57000 California
20370101 20070201 87800 937.05 87777.53 California
20370101 20070201 103160 1100.98 103133.6 California
20370101 20070201 45600 482.25 45588 Arizona
20370101 20070201 64000 695.48 63984.51 California
20370101 20070201 137800 1578.96 137800 Florida
20370101 20070201 99000 989.84 98969.22 California
20370101 20070201 74000 746.96 73977.62 California
20370101 20070201 76000 752.62 75975.7 California
20370101 20070201 184000 1963.75 183952.92 California
20370101 20070201 117750 1211.19 117716.31 California
20370101 20070201 85000 915.42 84978.84 California
20370101 20070201 121000 1303.13 120969.89 California
20370101 20070201 44400 526.08 44391.91 Arizona
20370101 20070201 42000 481.07 41991.42 Virginia
20370101 20070201 118400 1275.13 118370.54 California
20370101 20070201 112000 1213.33 112000 Virginia
20370101 20070201 54000 630 54000 Florida
20370101 20070201 117000 1182.19 117000 California
20370101 20070201 48350 577.67 48341.44 California
20370101 20070201 162000 1636.88 162000 Colorado
20370101 20070201 113920 1226.88 113891.64 California
20370101 20070201 27000 217.25 26985.25 Minnesota
20370101 20070201 48000 407.99 47977 California
20370101 20070201 52100 501.09 52081.92 California
20370101 20070201 115000 1238.51 114971.39 California
20370101 20070201 55500 544.32 55481.76 California
20370101 20070201 124000 1287.42 123965.49 California
20370101 20070201 44000 530.06 43992.44 Arizona
20370101 20070201 143000 1484.69 142960.21 California
20370101 20070201 65250 621.39 65226.72 Virginia
20370101 20070201 87500 800.4 87465.23 Minnesota
MATURITY_ STATED_ CITY1 SERV MSERV LPMI ZIP_
DATE REM_TERM _FEE CODE
----------------------------------------------------------------------------------------------------------------------------------------
20070201 179 Palmdale 0.5 0.0235 0 93551
20361201 000 Xxxxxx Xxxxxxxxx 0.5 0.0235 0 91730
20370101 359 San Xxxx 0.5 0.0235 0 95122
20370101 000 Xxxx Xxxxxxxxxx 0.5 0.0235 0 95691
20370101 359 SANTA FE SPRINGS 0.5 0.0235 0 90670
20370101 359 Hugo 0.5 0.0235 0 55038
20370101 359 BUCKEYE 0.5 0.0235 0 85326
20370101 359 Bowie 0.5 0.0235 0 20720
20370101 000 Xxxxxxxx 0.5 0.0235 0 98498
20370101 359 Poway 0.5 0.0235 0 92064
20361201 358 UPLAND 0.5 0.0235 0 91786
20360701 353 Lawrenceville 0.5 0.0235 0 30044
20361001 356 Brentwood 0.5 0.0235 0 94513
20370101 359 Phoenix 0.5 0.0235 0 85043
20070201 176 Poway 0.5 0.0235 0 92064
20370101 359 Reunion 0.5 0.0235 0 34747
20370101 000 Xxxxxx Xxxxxxxxx 0.5 0.0235 0 91730
20370101 000 XXXXXXXXXXX 0.5 0.0235 0 75961
20361201 000 Xxxxxxxxxx Xxxxx 0.5 0.0235 0 48301
20370101 359 Cary 0.5 0.0235 0 27513
20370101 359 LOS ANGELES 0.5 0.0235 0 90038
20370101 000 Xxxxxxxx 0.5 0.0235 0 91206
20370101 359 Fontana 0.5 0.0235 0 92335
20370101 359 Los Angeles 0.5 0.0235 0 90028
20370101 359 Pico Xxxxxx 0.5 0.0235 0 90660
20370101 359 Yuma 0.5 0.0235 0 85364
20370101 000 XXXXXXXXX 0.5 0.0235 0 31548
20370101 000 Xxxx Xxxxxx 0.5 0.0235 0 33905
20370101 359 Bloomington 0.5 0.0235 0 92316
20370101 359 West Covina 0.5 0.0235 0 91791
20370101 000 Xxxxxxxx 0.5 0.0235 0 12589
20370101 000 Xxxxxxx 0.5 0.0235 0 30311
20370101 359 Mableton 0.5 0.0235 0 30126
20370101 359 West Covina 0.5 0.0235 0 91791
20370101 000 Xxxxxxxxx 0.5 0.0235 0 90302
20370101 000 XXXXXXXXX 0.5 0.0235 0 7111
20370101 359 Lake Elisnore 0.5 0.0235 0 92532
20370101 000 Xxxxxxxxx 0.5 0.0235 0 21223
20370101 359 Lake Worth 0.5 0.0235 0 33467
20370101 000 XXXXX XXXXX 0.5 0.0235 0 91913
20370101 359 Maricopa 0.5 0.0235 0 85239
20361201 358 Oakland 0.5 0.0235 0 94601
20070201 177 LAS VEGAS 0.5 0.0235 0 89156
20361201 358 MITCHELLVILLE 0.5 0.0235 0 20721
20361101 357 Phoenix 0.5 0.0235 0 85006
20370101 359 Miami 0.5 0.0235 0 33173
20370101 359 Sammamish 0.5 0.0235 0 98075
20361201 000 XXXXXX 0.5 0.0235 0 85713
20370101 000 Xxxxxxxx 0.5 0.0235 0 15106
20370101 000 Xxxxxxxxx 0.5 0.0235 0 92028
20370101 000 XXXXXX 0.5 0.0235 0 85746
20370101 000 XXXXXX 0.5 0.0235 0 85706
20070201 179 MARANA 0.5 0.0235 0 85653
20070201 179 MURRIETA 0.5 0.0235 0 92562
20070201 179 LEHI 0.5 0.0235 0 84043
20070201 179 COMMERCE CITY 0.5 0.0235 0 80022
20370101 000 Xxxxxxxx 0.5 0.0235 0 85307
20070201 179 pacific palisades 0.5 0.0235 0 90272
20370101 000 Xxxxxx Xxxxxxxxx 0.5 0.0235 0 91739
20370101 359 SILVER SPRING 0.5 0.0235 0 20902
20370101 000 XXXXXXXXXX 0.5 0.0235 0 93927
20361201 000 Xxxxxx Xxxxxxxxx 0.5 0.0235 0 91739
20370101 359 Las Vegas 0.5 0.0235 0 89139
20370101 000 Xxxxx Xxxx 0.5 0.0235 0 90280
20370101 359 JERSEY CITY 0.5 0.0235 0 7306
20370101 000 Xxxxxxxx 0.5 0.0235 0 98022
20370101 359 Las Vegas 0.5 0.0235 0 89110
20370101 000 Xxxxxxxx 0.5 0.0235 0 55129
20370101 359 Sparks 0.5 0.0235 0 89441
20370101 359 Saint Xxxx 0.5 0.0235 0 55106
20370101 000 Xxxxxxxx 0.5 0.0235 0 30213
20370101 359 San Xxxxx 0.5 0.0235 0 90732
20370101 000 Xxxxxx Xxxxx Xxxxxxxxx 0.5 0.0235 0 92688
20370101 359 LAS VEGAS 0.5 0.0235 0 89128
20370101 359 Antioch 0.5 0.0235 0 94531
20370101 359 LAS VEGAS 0.5 0.0235 0 89169
20370101 359 Phoenix 0.5 0.0235 0 85042
20370101 359 Livermore 0.5 0.0235 0 94550
20370101 359 Orlando 0.5 0.0235 0 32811
20370101 359 Bowie 0.5 0.0235 0 20715
20370101 359 Brick 0.5 0.0235 0 8724
20370101 000 Xxxxx Xxxxx 0.5 0.0235 0 91709
20370101 000 XXXXXXX 0.5 0.0235 0 85236
20370101 359 Orlando 0.5 0.0235 0 32829
20370101 359 Clinton 0.5 0.0235 0 20735
20370101 359 Anaheim 0.5 0.0235 0 92802
20370101 000 Xxxxxxxx 0.5 0.0235 0 94806
20370101 000 Xxxxxxxxx 0.5 0.0235 0 95367
20370101 000 Xxxxxxxxxx Xxxxx 0.5 0.0235 0 92646
20370101 359 Xxxx City 0.5 0.0235 0 94014
20370101 359 San Xxxx 0.5 0.0235 0 95112
20370101 000 Xxxxxxxxx 0.5 0.0235 0 80128
20370101 359 Lake Forest 0.5 0.0235 0 92630
20370101 000 XXXXXXXXX 0.5 0.0235 0 89052
20370101 359 CAPITOL HEIGHTS 0.5 0.0235 0 20743
20370101 359 Santa Xxx 0.5 0.0235 0 92703
20370101 000 Xxxxxxxx 0.5 0.0235 0 31811
20370101 359 Triangle 0.5 0.0235 0 22172
20370101 359 Xxxxxx City 0.5 0.0235 0 90232
20370101 000 Xxxx Xx Lucie 0.5 0.0235 0 34983
20370101 000 Xxxxxxxx 0.5 0.0235 0 70066
20370101 359 San Xxxx 0.5 0.0235 0 95131
20370101 000 Xxxx Xxxxxxxxxx 0.5 0.0235 0 20744
20370101 359 LITHONIA 0.5 0.0235 0 30058
20370101 000 XXXXXX XXXXXX 0.5 0.0235 0 94552
20370101 359 Palm Bay 0.5 0.0235 0 32907
20370101 359 ARLETA 0.5 0.0235 0 91331
20370101 359 Palmdale 0.5 0.0235 0 93551
20370101 359 Lincoln 0.5 0.0235 0 95648
20370101 359 Portland 0.5 0.0235 0 97230
20370101 359 Powder Springs 0.5 0.0235 0 30127
20070201 179 ORANGE 0.5 0.0235 0 92869
20361101 357 Miami 0.5 0.0235 0 33131
20361101 000 Xxxxxxxxxx 0.5 0.0235 0 60107
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20370101 359 Anthem 0.5 0.0235 0 85086
20370101 000 XXXXXX 0.5 0.0235 0 80013
20370101 000 Xxxxx Xxxxxxxx 0.5 0.0235 0 7712
20370101 000 XX XXXXX 0.5 0.0235 0 90631
20370101 359 Port Saint Lucie 0.5 0.0235 0 34987
20361001 356 Surfside 0.5 0.0235 0 33154
20361101 357 PUNTA GORDA 0.5 0.0235 0 33950
20070201 179 BUCKEYE 0.5 0.0235 0 85326
20370101 000 Xxxxxx 0.5 0.0235 0 34120
20070201 000 Xxxxxxxxxx 0.5 0.0235 0 22310
20370101 000 Xxxxx Xxxxx 0.5 0.0235 0 85242
20070201 000 Xxxxxxxxx 0.5 0.0235 0 89044
20370101 000 Xxxxxxxxxx 0.5 0.0235 0 60585
20070201 178 Minooka 0.5 0.0235 0 60447
20070201 000 Xxxxx Xxxxxxxx 0.5 0.0235 0 20774
20361201 358 Chicago 0.5 0.0235 0 60607
20070201 178 San Xxxx 0.5 0.0235 0 95138
20070201 179 Palm Desert 0.5 0.0235 0 92260
20370101 359 HIALEAH 0.5 0.0235 0 33015
20370101 359 Orlando 0.5 0.0235 0 32819
20370101 359 Orlando 0.5 0.0235 0 32837
20370101 359 Pleasantville 0.5 0.0235 0 8232
20370101 000 Xxxx Xxxx 0.5 0.0235 0 20745
20070201 179 LOS ANGELES 0.5 0.0235 0 91342
20070201 179 JACKSONVILLE 0.5 0.0235 0 32211
20370101 000 Xxxxxxxxxxx 0.5 0.0235 0 93313
20370101 000 XXXXXXXX 0.5 0.0235 0 84065
20070201 179 LINCOLN 0.5 0.0235 0 95648
20370101 359 GREENCASTLE 0.5 0.0235 0 17225
20370101 359 Lake Xxxxxxx 0.5 0.0235 0 98258
20370101 359 Sacramento 0.5 0.0235 0 95835
20370101 359 CINCINNATI 0.5 0.0235 0 45217
20070201 179 Victorville 0.5 0.0235 0 92392
20370101 359 Concord 0.5 0.0235 0 94519
20370101 359 Xxxx City 0.5 0.0235 0 94015
20070201 179 ATL 0.5 0.0235 0 30318
20370101 359 SALT LAKE CITY 0.5 0.0235 0 84109
20070201 179 LAS VEGAS 0.5 0.0235 0 89138
20070201 179 PHOENIX 0.5 0.0235 0 85043
20370101 359 PORT ORCHARD 0.5 0.0235 0 98367
20070201 179 Carmichael 0.5 0.0235 0 95608
20070201 179 TRACY 0.5 0.0235 0 95376
20070201 179 LAS VEGAS 0.5 0.0235 0 89141
20370101 359 Kissimmee 0.5 0.0235 0 34741
20070201 179 LAS VEGAS 0.5 0.0235 0 89139
20070201 179 Vail 0.5 0.0235 0 85641
20070201 179 LAS VEGAS 0.5 0.0235 0 89148
20070201 179 MIAMI 0.5 0.0235 0 33142
20070201 000 Xxxxxxxxxxx 0.5 0.0235 0 20782
20070201 179 Annapolis 0.5 0.0235 0 21403
20070201 179 Xxxxx Center 0.5 0.0235 0 43035
20070201 179 RIALTO 0.5 0.0235 0 92377
20070201 179 MIAMI 0.5 0.0235 0 33135
20361201 358 Beltsville 0.5 0.0235 0 20705
20370101 359 FLINT 0.5 0.0235 0 75762
20370101 359 LAS VEGAS 0.5 0.0235 0 89131
20070201 179 Milpitas 0.5 0.0235 0 95035
20370101 359 Land O Lakes 0.5 0.0235 0 34638
20070201 179 Rialto 0.5 0.0235 0 92376
20370101 000 Xxxxxxxx 0.5 0.0235 0 85388
20370101 000 Xxxxx Xxxxx 0.5 0.0235 0 91914
20370101 000 XXXX XXXXX 0.5 0.0235 0 33966
20370101 000 XXXXXX (XXXXXXX XXXX) 0.5 0.0235 0 95365
20070201 177 YUCAIPA 0.5 0.0235 0 92399
20070201 000 XXXXXXXXXX 0.5 0.0235 0 20876
20370101 000 Xxxxxxxxxx 0.5 0.0235 0 76065
20370101 359 Soledad 0.5 0.0235 0 93960
20370101 000 XXXXXXXXX 0.5 0.0235 0 94565
20370101 359 Covington 0.5 0.0235 0 30016
20070201 000 Xxxxxxxxx 0.5 0.0235 0 92505
20070201 179 Wilsons 0.5 0.0235 0 23894
20070201 000 Xxxxxxxxx 0.5 0.0235 0 21216
20370101 359 San Jacinto 0.5 0.0235 0 92583
20370101 359 Xxxxxx 0.5 0.0235 0 76227
20370101 359 HOWEL 0.5 0.0235 0 7728
20070201 179 Miami 0.5 0.0235 0 33185
20070201 000 Xxx Xxxxx 0.5 0.0235 0 95624
20070201 000 Xxxxxx 0.5 0.0235 0 78732
20370101 000 XXXXXXXX 0.5 0.0235 0 95219
20370101 000 Xxxx Xxxxx 0.5 0.0235 0 19390
20070201 000 XXXXXXXX 0.5 0.0235 0 95219
20070201 179 LAS VEGAS 0.5 0.0235 0 89178
20070201 179 LUTTRELL 0.5 0.0235 0 37779
20370101 359 ORLANDO 0.5 0.0235 0 32824
20370101 359 CATHEDRAL CITY 0.5 0.0235 0 92234
20361101 357 Lehigh Acres 0.5 0.0235 0 33971
20361101 000 XXXXXXXX 0.5 0.0235 0 33810
20361101 357 MAGNOLIA 0.5 0.0235 0 77355
20361001 000 XXXXXXXXX 0.5 0.0235 0 80130
20361001 000 XXXXXXXX 0.5 0.0235 0 80501
20361101 357 LITHONIA 0.5 0.0235 0 30058
20070201 179 PHOENIX 0.5 0.0235 0 85042
20370101 000 Xxx Xxxxxxxxxx 0.5 0.0235 0 92410
20070201 179 ARVIN 0.5 0.0235 0 93203
20370101 000 Xxxxxxxxx 0.5 0.0235 0 94534
20370101 359 Miami 0.5 0.0235 0 33196
20370101 000 Xxxxxx 0.5 0.0235 0 94561
20370101 000 XXXXXXX 0.5 0.0235 0 92344
20370101 359 ST XXXXXXX 0.5 0.0235 0 53235
20370101 000 Xxxxxx 0.5 0.0235 0 93030
20070201 000 Xxxxxx 0.5 0.0235 0 60506
20070201 000 Xxxxx 0.5 0.0235 0 75098
20070201 179 PALMDALE 0.5 0.0235 0 93550
20370101 359 San Diego 0.5 0.0235 0 92104
20070201 000 XXXXX XXXXX 0.5 0.0235 0 84062
20070201 179 Victorville 0.5 0.0235 0 92395
20370101 359 RED BLUFF 0.5 0.0235 0 96080
20070201 179 KISSIMMEE 0.5 0.0235 0 34746
20370101 359 San Francisco 0.5 0.0235 0 94134
20070201 179 ELOY 0.5 0.0235 0 85231
20070201 000 Xxxxxxxxxxx 0.5 0.0235 0 29485
20370101 359 POWDER SPRINGS 0.5 0.0235 0 30127
20070201 000 Xxxxxxx 0.5 0.0235 0 35757
20370101 000 Xxxxxx 0.5 0.0235 0 20707
20070201 179 Houston 0.5 0.0235 0 77095
20070201 178 CITY OF INDUSTRY 0.5 0.0235 0 91744
20070201 179 Hialeah 0.5 0.0235 0 33012
20070201 179 PASADENA 0.5 0.0235 0 91107
20370101 000 XXXXXXXX 0.5 0.0235 0 22554
20370101 000 XXXXXXXX XXXX 0.5 0.0235 0 55428
20370101 359 ANNAPOLIS 0.5 0.0235 0 21401
20070201 179 CHANDLER 0.5 0.0235 0 85249
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20370101 359 Kailua Kona 0.5 0.0235 0 96740
20370101 359 XXXXXXX 0.5 0.0235 0 84118
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20370101 000 XXXXXXXXX 0.5 0.0235 0 89015
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20070201 000 Xxxxxxx 0.5 0.0235 0 89408
20370101 359 LAS VEGAS 0.5 0.0235 0 89148
20070201 000 XXXXXXXX 0.5 0.0235 0 95212
20070201 000 XXXXXX XXXXX 0.5 0.0235 0 85635
20070201 000 Xxxxxx 0.5 0.0235 0 94561
20370101 359 Salinas 0.5 0.0235 0 93905
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20070201 000 XXXXX XXXXXXXX 0.5 0.0235 0 20772
20070201 000 XXX XXXXX 0.5 0.0235 0 95758
20070201 000 XXXXXXXXX 0.5 0.0235 0 89011
20070201 179 ALTADENA 0.5 0.0235 0 91001
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20370101 359 SANGER 0.5 0.0235 0 76266
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20070201 000 Xxxxxx 0.5 0.0235 0 85711
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20370101 000 XXXXXXXXXX 0.5 0.0235 0 34786
20361201 000 XXXXXXXXXX 0.5 0.0235 0 21782
20070201 000 XXXXX XXXXX 0.5 0.0235 0 91945
20370101 000 Xxxxxxxxx 0.5 0.0235 0 94086
20070201 179 COVINGTON 0.5 0.0235 0 30014
20370101 359 WYOMING 0.5 0.0235 0 49509
20370101 000 XXXXXXXXX 0.5 0.0235 0 21219
20370101 000 XXX XXXXXXXXXX 0.5 0.0235 0 92411
20370101 359 Passaic 0.5 0.0235 0 7055
20070201 179 MIAMI 0.5 0.0235 0 33125
20070201 179 Chandler 0.5 0.0235 0 85249
20370101 359 RENO 0.5 0.0235 0 89512
20370101 000 Xxxxxxxx 0.5 0.0235 0 92344
20370101 359 FOUNTAIN INN 0.5 0.0235 0 29644
20070201 179 buckeye 0.5 0.0235 0 85239
20370101 359 FOUNTAIN INN 0.5 0.0235 0 29644
20370101 359 YAKIMA 0.5 0.0235 0 98902
20070201 179 SANTA XXXXXXX 0.5 0.0235 0 93101
20070201 179 Draper 0.5 0.0235 0 84020
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20370101 000 XXXXXXXXXX 0.5 0.0235 0 21227
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20370101 000 Xxxxxx Xxxxx 0.5 0.0235 0 22508
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20070201 000 XXXXXXXXXXX 0.5 0.0235 0 20784
20370101 359 LEHIGH ACRES 0.5 0.0235 0 33972
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20370101 359 Falls Church 0.5 0.0235 0 22042
20070201 000 XXXXXXX 0.5 0.0235 0 30349
20370101 359 Murrieta 0.5 0.0235 0 92563
20070201 179 XXXXXXXX 0.5 0.0235 0 94553
20370101 000 Xxxxxxxxx 0.5 0.0235 0 7111
20070201 000 XXXXX XXXXX 0.5 0.0235 0 85242
20370101 000 Xxxxxxx 0.5 0.0235 0 7203
20370101 000 Xxxx Xxxxxx 0.5 0.0235 0 60047
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20370101 359 Tempe 0.5 0.0235 0 85283
20370101 359 Redmond 0.5 0.0235 0 98053
20370101 359 VOLANT 0.5 0.0235 0 16156
20370101 359 Gilbert 0.5 0.0235 0 85233
20370101 359 Brooklyn Park 0.5 0.0235 0 55445
20370101 359 Los Angeles 0.5 0.0235 0 91402
20370101 359 Redwood City 0.5 0.0235 0 94061
20370101 359 Scottsdale 0.5 0.0235 0 85259
20370101 359 Vallejo 0.5 0.0235 0 94590
20370101 359 Oceanside 0.5 0.0235 0 92056
20370101 359 Randall 0.5 0.0235 0 56475
20370101 359 Clovis 0.5 0.0235 0 93612
20361201 358 Watsonville 0.5 0.0235 0 95076
20370101 359 Sunnyvale 0.5 0.0235 0 94089
20370101 359 Vineland 0.5 0.0235 0 8360
20370101 359 Chandler 0.5 0.0235 0 85248
20370101 359 Methuen 0.5 0.0235 0 1844
20370101 359 Gorham 0.5 0.0235 0 4038
20370101 359 Seattle 0.5 0.0235 0 98116
20370101 359 ALHAMBRA 0.5 0.0235 0 91801
20370101 359 Fresno 0.5 0.0235 0 93722
20370101 359 Winchester 0.5 0.0235 0 22601
20370101 359 Richmond 0.5 0.0235 0 23223
20370101 359 DALLAS 0.5 0.0235 0 75218
20370101 359 Triangle 0.5 0.0235 0 22172
20370101 359 Brooklyn Park 0.5 0.0235 0 55429
20370101 359 Gaithersburg 0.5 0.0235 0 20877
20370101 359 Turlock 0.5 0.0235 0 95382
20370101 359 Reno 0.5 0.0235 0 89502
20370101 359 Altamonte Springs 0.5 0.0235 0 32714
20370101 359 Salinas 0.5 0.0235 0 93906
20370101 359 Thousand Oaks 0.5 0.0235 0 91320
20370101 359 San Jose 0.5 0.0235 0 95136
20370101 359 Big Bear City 0.5 0.0235 0 92314
20370101 359 VICTORVILLE 0.5 0.0235 0 92392
20370101 359 TRACY 0.5 0.0235 0 95376
20370101 359 Berkeley 0.5 0.0235 0 94702
20370101 359 Pomona 0.5 0.0235 0 91766
20370101 359 Woodbridge 0.5 0.0235 0 22191
20370101 359 Tracy 0.5 0.0235 0 95376
20370101 359 San Jose 0.5 0.0235 0 95138
20370101 359 Alameda 0.5 0.0235 0 94501
20370101 359 Las Vegas 0.5 0.0235 0 89147
20370101 359 KISSIMMEE 0.5 0.0235 0 34759
20370101 359 Minneapolis 0.5 0.0235 0 55411
20370101 359 Covington 0.5 0.0235 0 30016
20370101 359 Whittier 0.5 0.0235 0 90601
20370101 359 Whitestone 0.5 0.0235 0 11357
20370101 359 LAUDERDALE LAKES 0.5 0.0235 0 33328
20370101 359 Dover 0.5 0.0235 0 19709
20370101 359 Aliso Viejo 0.5 0.0235 0 92656
20370101 359 San Marcos 0.5 0.0235 0 92078
20370101 359 Saint Paul 0.5 0.0235 0 55106
20370101 359 Las Vegas 0.5 0.0235 0 89121
20370101 359 San Jacinto 0.5 0.0235 0 92583
20370101 359 San Jose 0.5 0.0235 0 95117
20370101 359 Teaneck 0.5 0.0235 0 7666
20370101 359 Manassas 0.5 0.0235 0 20110
20370101 359 Los Angeles 0.5 0.0235 0 90062
20370101 359 Orange 0.5 0.0235 0 92869
20370101 359 Peoria 0.5 0.0235 0 85345
20370101 359 North Las Vegas 0.5 0.0235 0 89032
20370101 359 Moreno Valley 0.5 0.0235 0 92555
20370101 359 San Jose 0.5 0.0235 0 95111
20370101 359 LOS ANGELES 0.5 0.0235 0 90044
20370101 359 Moreno Valley 0.5 0.0235 0 92555
20370101 359 Spring Valley 0.5 0.0235 0 91977
20370101 359 West Covina 0.5 0.0235 0 91790
20370101 359 Alexandria 0.5 0.0235 0 22308
20370101 359 Winchester 0.5 0.0235 0 92596
20370101 359 Parkland 0.5 0.0235 0 33076
20370101 359 Jersey City 0.5 0.0235 0 7305
20370101 359 Miami 0.5 0.0235 0 33176
20370101 359 Perris 0.5 0.0235 0 92570
20370101 359 Snohomish 0.5 0.0235 0 98290
20370101 359 DELMAR 0.5 0.0235 0 21875
20370101 359 Goodyear 0.5 0.0235 0 85336
20370101 359 Bakersfield 0.5 0.0235 0 93311
20370101 359 Lanham 0.5 0.0235 0 20706
20370101 359 Dana Point 0.5 0.0235 0 92624
20370101 359 Santa Cruz 0.5 0.0235 0 95062
20370101 359 Union City 0.5 0.0235 0 94587
20370101 359 Peoria 0.5 0.0235 0 85383
20370101 359 Lehigh Acres 0.5 0.0235 0 33936
20370101 359 LOS ANGELES 0.5 0.0235 0 90046
20370101 359 Los Angeles 0.5 0.0235 0 90066
20370101 359 AVONDALE 0.5 0.0235 0 85353
20370101 359 San Marcos 0.5 0.0235 0 92069
20370101 359 El Paso 0.5 0.0235 0 79936
20370101 359 Albuquerque 0.5 0.0235 0 87114
20370101 359 Chino 0.5 0.0235 0 91710
20370101 359 Aliso Viejo 0.5 0.0235 0 92656
20370101 359 KISSIMMEE 0.5 0.0235 0 34759
20370101 359 Dallas 0.5 0.0235 0 30132
20370101 359 THOMASTON 0.5 0.0235 0 30286
20370101 359 Gainesville 0.5 0.0235 0 20155
20370101 359 Jacksonville 0.5 0.0235 0 32223
20370101 359 DOS PALOS 0.5 0.0235 0 93620
20370101 359 Oakland 0.5 0.0235 0 94605
20370101 359 Black Canyon City 0.5 0.0235 0 85324
20370101 359 Temecula 0.5 0.0235 0 92592
20370101 359 SAN DIEGO 0.5 0.0235 0 92104
20370101 359 Tacoma 0.5 0.0235 0 98409
20370101 359 Lincoln 0.5 0.0235 0 95648
20370101 359 North Las Vegas 0.5 0.0235 0 89031
20370101 359 Carlsbad 0.5 0.0235 0 92011
20370101 359 Clackamas 0.5 0.0235 0 97015
20370101 359 Issaquah 0.5 0.0235 0 98027
20370101 359 Tulsa 0.5 0.0235 0 74120
20370101 359 Riverside 0.5 0.0235 0 92504
20370101 359 LAKEWOOD 0.5 0.0235 0 90712
20370101 359 Chandler 0.5 0.0235 0 85224
20370101 359 Walnut 0.5 0.0235 0 91789
20370101 359 Gold Canyon 0.5 0.0235 0 85218
20370101 359 SAN JACINTO 0.5 0.0235 0 92582
20370101 359 Avondale 0.5 0.0235 0 85353
20370101 359 SAN DIMAS 0.5 0.0235 0 91773
20370101 359 San Diego 0.5 0.0235 0 92139
20370101 359 Stockton 0.5 0.0235 0 95206
20370101 359 Santa Ana 0.5 0.0235 0 92704
20370101 359 San Bernardino 0.5 0.0235 0 92404
20370101 359 Peoria 0.5 0.0235 0 85383
20370101 359 Chino 0.5 0.0235 0 91710
20370101 359 Saint Paul 0.5 0.0235 0 55117
20370101 359 LOS ANGELES 0.5 0.0235 0 91326
20370101 359 MIAMI 0.5 0.0235 0 33125
20370101 359 Keystone 0.5 0.0235 0 80435
20370101 359 Long Beach 0.5 0.0235 0 90804
20370101 359 CAMARILLO 0.5 0.0235 0 93012
20370101 359 Rancho Cucamonga 0.5 0.0235 0 91701
20370101 359 Clayton 0.5 0.0235 0 94517
20370101 359 Annapolis 0.5 0.0235 0 21403
20370101 359 HERCULES 0.5 0.0235 0 94547
20370101 359 FAIRFIELD 0.5 0.0235 0 94534
20370101 359 Redding 0.5 0.0235 0 96003
20370101 359 Orlando 0.5 0.0235 0 32835
20370101 359 Lake Villa 0.5 0.0235 0 60046
20370101 359 Maplewood 0.5 0.0235 0 55109
20370101 359 Owasso 0.5 0.0235 0 74055
20370101 359 Minneapolis 0.5 0.0235 0 55412
20370101 359 Centreville 0.5 0.0235 0 20121
20370101 359 Brentwood 0.5 0.0235 0 94513
20370101 359 NORTH MYRTLE BEACH 0.5 0.0235 0 29582
20370101 359 Henderson 0.5 0.0235 0 89074
20370101 359 Encinitas 0.5 0.0235 0 92024
20370101 359 Bonney Lake 0.5 0.0235 0 98391
20370101 359 Colorado Springs 0.5 0.0235 0 80909
20370101 359 MILWAUKIE 0.5 0.0235 0 97267
20370101 359 Phoenix 0.5 0.0235 0 85085
20370101 359 Camarillo 0.5 0.0235 0 93010
20370101 359 Show Low 0.5 0.0235 0 85901
20370101 359 Lake Forest 0.5 0.0235 0 92630
20370101 359 DEERFIELD BEACH 0.5 0.0235 0 33064
20370101 359 Chelmsford 0.5 0.0235 0 1824
20370101 359 Hackensack 0.5 0.0235 0 7601
20370101 359 Port Saint Lucie 0.5 0.0235 0 34953
20370101 359 Los Angeles 0.5 0.0235 0 90042
20370101 359 Issaquah 0.5 0.0235 0 98027
20370101 359 Woodbridge 0.5 0.0235 0 22191
20370101 359 Sacramento 0.5 0.0235 0 95824
20370101 359 Scottsdale 0.5 0.0235 0 85251
20370101 359 Maricopa 0.5 0.0235 0 85239
20370101 359 PASADENA 0.5 0.0235 0 91104
20370101 359 Bell Gardens 0.5 0.0235 0 90201
20370101 359 SACRAMENTO 0.5 0.0235 0 95829
20370101 359 Sierra Madre 0.5 0.0235 0 91024
20370101 359 Bakersfield 0.5 0.0235 0 93308
20370101 359 LINCOLN 0.5 0.0235 0 95648
20370101 359 Burnsville 0.5 0.0235 0 55306
20370101 359 Chula Vista 0.5 0.0235 0 91915
20370101 359 MIAMI GARDENS 0.5 0.0235 0 33055
20370101 359 Riverside 0.5 0.0235 0 92506
20370101 359 Summerville 0.5 0.0235 0 29485
20370101 359 Naples 0.5 0.0235 0 34120
20370101 359 Alexandria 0.5 0.0235 0 22306
20370101 359 Peyton 0.5 0.0235 0 80831
20370101 359 SAN JOSE 0.5 0.0235 0 95111
20370101 359 San Pedro 0.5 0.0235 0 90731
20370101 359 Los Angeles 0.5 0.0235 0 91316
20370101 359 Temecula 0.5 0.0235 0 92592
20370101 359 California City 0.5 0.0235 0 93505
20370101 359 Rohnert Park 0.5 0.0235 0 94928
20370101 359 Paradise Valley 0.5 0.0235 0 85253
20370101 359 Oakley 0.5 0.0235 0 94561
20370101 359 Phoenix 0.5 0.0235 0 85022
20370101 359 Lawndale 0.5 0.0235 0 90260
20370101 359 Bakersfield 0.5 0.0235 0 93307
20370101 359 STOCKTON 0.5 0.0235 0 95212
20370101 359 San Jose 0.5 0.0235 0 95127
20370101 359 Queen Creek 0.5 0.0235 0 85243
20370101 359 SALINAS 0.5 0.0235 0 93907
20370101 359 Las Vegas 0.5 0.0235 0 89121
20370101 359 Bakersfield 0.5 0.0235 0 93307
20370101 359 Lake Havasu City 0.5 0.0235 0 86404
20370101 359 Queen Creek 0.5 0.0235 0 85242
20370101 359 HUNTINGTON PARK 0.5 0.0235 0 90255
20370101 359 Murrieta 0.5 0.0235 0 92563
20370101 359 Brooklyn Park 0.5 0.0235 0 55443
20370101 359 Phoenix 0.5 0.0235 0 85015
20370101 359 Portland 0.5 0.0235 0 97239
20370101 359 Washington 0.5 0.0235 0 20019
20370101 359 Laguna Niguel 0.5 0.0235 0 92677
20370101 359 SAN MATEO 0.5 0.0235 0 94404
20370101 359 Atlanta 0.5 0.0235 0 30319
20370101 359 Anaheim 0.5 0.0235 0 92805
20370101 359 Arvin 0.5 0.0235 0 93203
20370101 359 Sacramento 0.5 0.0235 0 95864
20370101 359 Carlsbad 0.5 0.0235 0 92010
20370101 359 Orange 0.5 0.0235 0 92869
20370101 359 Henderson 0.5 0.0235 0 89074
20370101 359 Hyattsville 0.5 0.0235 0 20784
20370101 359 Sacramento 0.5 0.0235 0 95828
20370101 359 Quakertown 0.5 0.0235 0 18951
20370101 359 Scottsdale 0.5 0.0235 0 85251
20370101 359 Santa Clara 0.5 0.0235 0 95054
20370101 359 Nokesville 0.5 0.0235 0 20181
20370101 359 LOS ANGELES 0.5 0.0235 0 91402
20370101 359 Hercules 0.5 0.0235 0 94547
20370101 359 Anaheim 0.5 0.0235 0 92804
20370101 359 Minneapolis 0.5 0.0235 0 55404
20370101 359 Corona Area 0.5 0.0235 0 92880
20370101 359 Los Angeles 0.5 0.0235 0 90008
20370101 359 Minneapolis 0.5 0.0235 0 55402
20370101 359 Queen Creek 0.5 0.0235 0 85242
20370101 359 Minneapolis 0.5 0.0235 0 55402
20370101 359 Paso Robles 0.5 0.0235 0 93446
20370101 359 PHOENIX 0.5 0.0235 0 85013
20370101 359 Fort Wayne 0.5 0.0235 0 46807
20370101 359 Lakewood 0.5 0.0235 0 90712
20370101 359 El Mirage 0.5 0.0235 0 85335
20370101 359 WHITMAN 0.5 0.0235 0 2382
20370101 359 Burke 0.5 0.0235 0 22015
20370101 359 Penn Valley 0.5 0.0235 0 95946
20370101 359 Antioch 0.5 0.0235 0 94509
20370101 359 Somerset 0.5 0.0235 0 2726
20370101 359 Gold Canyon 0.5 0.0235 0 85218
20370101 359 Orangevale 0.5 0.0235 0 95662
20370101 359 Los Angeles (Sylmar Area) 0.5 0.0235 0 91342
20370101 359 Denver 0.5 0.0235 0 80211
20370101 359 El Segundo 0.5 0.0235 0 90245
20370101 359 Capitol Heights 0.5 0.0235 0 20743
20370101 359 Winchester 0.5 0.0235 0 22602
20370101 359 Inglewood 0.5 0.0235 0 90305
20370101 359 Victorville 0.5 0.0235 0 92395
20370101 359 San Jose 0.5 0.0235 0 95123
20370101 359 Brea 0.5 0.0235 0 92821
20370101 359 North Hollywood 0.5 0.0235 0 91606
20370101 359 Perris 0.5 0.0235 0 92571
20370101 359 Rancho Cucamonga 0.5 0.0235 0 91737
20370101 359 Long Beach 0.5 0.0235 0 90803
20370101 359 Littlerock 0.5 0.0235 0 93543
20370101 359 Menifee 0.5 0.0235 0 92584
20370101 359 Orlando 0.5 0.0235 0 32828
20370101 359 Neptune 0.5 0.0235 0 7753
20370101 359 MILLBRAE 0.5 0.0235 0 94033
20370101 359 Burnsville 0.5 0.0235 0 55306
20370101 359 Woodbridge 0.5 0.0235 0 22191
20370101 359 Mayer 0.5 0.0235 0 55360
20370101 359 Tampa 0.5 0.0235 0 33611
20370101 359 Whittier 0.5 0.0235 0 90606
20370101 359 Goodyear 0.5 0.0235 0 85338
20370101 359 PLEASANTON 0.5 0.0235 0 94588
20370101 359 SYLMAR AREA, LOS ANGELES 0.5 0.0235 0 91342
20370101 359 Milpitas 0.5 0.0235 0 95035
20370101 359 Marietta 0.5 0.0235 0 30060
20370101 359 Scottsdale 0.5 0.0235 0 85258
20370101 359 SURFSIDE BEACH 0.5 0.0235 0 29575
20370101 359 Saint Petersburg 0.5 0.0235 0 33710
20370101 359 SANTA ANA 0.5 0.0235 0 92706
20370101 359 Inglewood 0.5 0.0235 0 90302
20370101 359 Santa Ana 0.5 0.0235 0 92706
20370101 359 Jersey City 0.5 0.0235 0 7306
20370101 359 LATHROP 0.5 0.0235 0 95330
20370101 359 SOUTH SAN FRANCISCO 0.5 0.0235 0 94080
20370101 359 Fullerton 0.5 0.0235 0 92831
20370101 359 Riverside Area 0.5 0.0235 0 92509
20370101 359 Los Angeles 0.5 0.0235 0 91326
20370101 359 San Marcos 0.5 0.0235 0 92078
20370101 359 NORTH HOLLYWOOD 0.5 0.0235 0 91606
20370101 359 Fairfield 0.5 0.0235 0 94534
20370101 359 VALENCIA 0.5 0.0235 0 91355
20370101 359 Port Saint Lucie 0.5 0.0235 0 34987
20370101 359 West Sacramento 0.5 0.0235 0 95691
20370101 359 Bell 0.5 0.0235 0 90201
20370101 359 Las Vegas 0.5 0.0235 0 89123
20370101 359 Andover 0.5 0.0235 0 55304
20370101 359 Alexandria 0.5 0.0235 0 22312
20370101 359 Manassas 0.5 0.0235 0 20110
20370101 359 VENICE 0.5 0.0235 0 34293
20370101 359 Fremont 0.5 0.0235 0 94538
20370101 359 Riverside 0.5 0.0235 0 92503
20370101 359 SPARKS 0.5 0.0235 0 89436
20370101 359 Richmond 0.5 0.0235 0 94804
20370101 359 Whittier 0.5 0.0235 0 90601
20370101 359 Gorham 0.5 0.0235 0 4038
20370101 359 Whittier 0.5 0.0235 0 90605
20370101 359 San Diego 0.5 0.0235 0 92104
20370101 359 Ipswich 0.5 0.0235 0 1938
20370101 359 Surprise 0.5 0.0235 0 85374
20370101 359 SAN FRANCISCO 0.5 0.0235 0 94112
20370101 359 Plymouth 0.5 0.0235 0 48170
20370101 359 Thousand Oaks 0.5 0.0235 0 91360
20370101 359 Salinas 0.5 0.0235 0 93901
20370101 359 Palm Coast 0.5 0.0235 0 32137
20370101 359 Roseville 0.5 0.0235 0 95747
20370101 359 Hesperia 0.5 0.0235 0 92345
20370101 359 San Jose 0.5 0.0235 0 95136
20370101 359 CARSON 0.5 0.0235 0 90745
20370101 359 Whittier 0.5 0.0235 0 90605
20370101 359 MADERA 0.5 0.0235 0 93637
20370101 359 PALMDALE 0.5 0.0235 0 93552
20370101 359 Buckeye 0.5 0.0235 0 85326
20370101 359 Phoenix 0.5 0.0235 0 85050
20370101 359 Vallejo 0.5 0.0235 0 94590
20370101 359 Falls Church 0.5 0.0235 0 22042
20370101 359 Surprise 0.5 0.0235 0 85388
20370101 359 SCOTTSDALE 0.5 0.0235 0 85262
20370101 359 Jaffrey 0.5 0.0235 0 3452
20370101 359 Fort Lauderdale 0.5 0.0235 0 33312
20370101 359 Arlington 0.5 0.0235 0 98223
20370101 359 El Dorado Hills 0.5 0.0235 0 95762
20370101 359 Phoenix 0.5 0.0235 0 85050
20370101 359 Rancho Santa Margarita 0.5 0.0235 0 92688
20370101 359 Los Angeles 0.5 0.0235 0 91342
20370101 359 Portland 0.5 0.0235 0 97233
20370101 359 Hawthorne 0.5 0.0235 0 90250
20370101 359 Corona 0.5 0.0235 0 92882
20370101 359 RONKONKOMA 0.5 0.0235 0 11779
20370101 359 Phoenix 0.5 0.0235 0 85040
20370101 359 Baldwin Park 0.5 0.0235 0 91706
20370101 359 New Castle 0.5 0.0235 0 81647
20370101 359 Goodyear 0.5 0.0235 0 85338
20370101 359 Georgetown 0.5 0.0235 0 29440
20370101 359 Riverdale 0.5 0.0235 0 20737
20370101 359 Santa Maria 0.5 0.0235 0 93455
20370101 359 Broken Arrow 0.5 0.0235 0 74012
20370101 359 Madera 0.5 0.0235 0 93638
20370101 359 Davenport 0.5 0.0235 0 33837
20370101 359 Bowie 0.5 0.0235 0 20721
20370101 359 Buckeye 0.5 0.0235 0 85326
20370101 359 Las Vegas 0.5 0.0235 0 89147
20370101 359 Randall 0.5 0.0235 0 56475
20370101 359 Mira Loma 0.5 0.0235 0 91752
20370101 359 North Palm Beach 0.5 0.0235 0 33408
20370101 359 Temecula 0.5 0.0235 0 92591
20370101 359 LONG BEACH 0.5 0.0235 0 90805
20370101 359 Las Vegas 0.5 0.0235 0 89178
20370101 359 Reedley 0.5 0.0235 0 93654
20370101 359 Saint Paul 0.5 0.0235 0 55119
20370101 359 West Palm Beach 0.5 0.0235 0 33409
20370101 359 North Las Vegas 0.5 0.0235 0 89081
20370101 359 Downey 0.5 0.0235 0 90240
20370101 359 Hilltown 0.5 0.0235 0 18914
20370101 359 BRENTWOOD 0.5 0.0235 0 94513
20370101 359 CORONA 0.5 0.0235 0 92880
20370101 359 Hercules 0.5 0.0235 0 94547
20370101 359 Tracy 0.5 0.0235 0 95376
20370101 359 Anaheim 0.5 0.0235 0 92808
20370101 359 ORANGE 0.5 0.0235 0 92867
20370101 359 Victorville 0.5 0.0235 0 92394
20370101 359 Los Angeles 0.5 0.0235 0 90043
20370101 359 Elk Grove 0.5 0.0235 0 95624
20370101 359 SAN BERNARDINO 0.5 0.0235 0 92408
20370101 359 Buckeye 0.5 0.0235 0 85326
20370101 359 Randall 0.5 0.0235 0 56475
20370101 359 Orlando 0.5 0.0235 0 32829
20370101 359 Baxter 0.5 0.0235 0 56425
20370101 359 LOS ANGELES 0.5 0.0235 0 90059
20370101 359 Phoenix 0.5 0.0235 0 85048
20370101 359 Fontana 0.5 0.0235 0 92337
20370101 359 San Diego 0.5 0.0235 0 92105
20370101 359 STERLING 0.5 0.0235 0 20165
20370101 359 Aliso Viejo 0.5 0.0235 0 92656
20370101 359 Mesa 0.5 0.0235 0 85213
20370101 359 Simi Valley 0.5 0.0235 0 93065
20370101 359 Buckeye 0.5 0.0235 0 85396
20370101 359 Galloway Township 0.5 0.0235 0 8232
20370101 359 THOUSAND OAKS 0.5 0.0235 0 91360
20370101 359 Paramount 0.5 0.0235 0 90723
20370101 359 Litchfield Park 0.5 0.0235 0 85340
20370101 359 San Diego 0.5 0.0235 0 92101
20370101 359 Brownsville 0.5 0.0235 0 78526
20370101 359 Las Vegas 0.5 0.0235 0 89145
20370101 359 Fresno 0.5 0.0235 0 93722
20370101 359 Moreno Valley 0.5 0.0235 0 92555
20370101 359 San Diego 0.5 0.0235 0 92128
20370101 359 Hawthorne 0.5 0.0235 0 90250
20370101 359 SALTON SEA 0.5 0.0235 0 92275
20370101 359 Portland 0.5 0.0235 0 97266
20370101 359 Winchester 0.5 0.0235 0 22601
20370101 359 FONTANA 0.5 0.0235 0 92335
20370101 359 SACRAMENTO 0.5 0.0235 0 95841
20370101 359 Victoria 0.5 0.0235 0 55386
20370101 359 Livermore 0.5 0.0235 0 94551
20370101 359 Chula Vista 0.5 0.0235 0 91915
20370101 359 Pompano Beach 0.5 0.0235 0 33062
20370101 359 HESPERIA 0.5 0.0235 0 92345
20370101 359 Snellville 0.5 0.0235 0 30039
20370101 359 LOS ANGELES (Northridge A 0.5 0.0235 0 91324
20370101 359 Inglewood 0.5 0.0235 0 90301
20370101 359 Portland 0.5 0.0235 0 97206
20370101 359 Renton 0.5 0.0235 0 98058
20370101 359 Rancho Cucamonga 0.5 0.0235 0 91739
20370101 359 Perris 0.5 0.0235 0 92571
20361201 358 Long Beach 0.5 0.0235 0 90802
20370101 359 SANTA ANA 0.5 0.0235 0 92703
20370101 359 ORLANDO 0.5 0.0235 0 32824
20370101 359 Gilbert 0.5 0.0235 0 85297
20370101 359 Marysville 0.5 0.0235 0 98270
20370101 359 ROCHESTER 0.5 0.0235 0 98579
20370101 359 Union 0.5 0.0235 0 7083
20370101 359 Triangle 0.5 0.0235 0 20172
20370101 359 Stockton 0.5 0.0235 0 95206
20370101 359 Los Angeles 0.5 0.0235 0 90059
20370101 359 Victorville 0.5 0.0235 0 92392
20370101 359 Phoenix 0.5 0.0235 0 85048
20370101 359 Porterdale 0.5 0.0235 0 30016
20370101 359 Kent 0.5 0.0235 0 98031
20370101 359 Hesperia 0.5 0.0235 0 92345
20370101 359 West Covina 0.5 0.0235 0 91792
20370101 359 Rialto 0.5 0.0235 0 92376
20370101 359 San Fernando 0.5 0.0235 0 91340
20370101 359 Homestead 0.5 0.0235 0 33033
20370101 359 Homestead 0.5 0.0235 0 33035
20370101 359 LAREDO 0.5 0.0235 0 78046
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20370101 359 PATERSON 0.5 0.0235 0 7514
20370101 359 Callahan 0.5 0.0235 0 32011
20070201 179 LEESBURG 0.5 0.0235 0 20175
20370101 359 DUMFRIES 0.5 0.0235 0 22026
20070201 179 TEMPE 0.5 0.0235 0 85281
20070201 179 HESPERIA 0.5 0.0235 0 92345
20370101 359 Phoenix 0.5 0.0235 0 85016
20370101 359 MONTFORD 0.5 0.0235 0 22960
20370101 359 Concord 0.5 0.0235 0 94518
20370101 359 SUN CITY WEST 0.5 0.0235 0 85375
20070201 179 LAS VEGAS 0.5 0.0235 0 89135
20070201 179 Norwood 0.5 0.0235 0 2062
20070201 179 UNION CITY 0.5 0.0235 0 94587
20370101 359 PRATTVILLE 0.5 0.0235 0 36066
20070201 179 PHOENIX 0.5 0.0235 0 85022
20370101 359 Los Angeles 0.5 0.0235 0 90094
20361201 358 Lincoln 0.5 0.0235 0 95648
20370101 359 Yucaipa 0.5 0.0235 0 92399
20361001 356 Hesperia 0.5 0.0235 0 92345
20370101 359 Rialto 0.5 0.0235 0 92377
20370101 359 Montebello 0.5 0.0235 0 90640
20361201 358 Fontana 0.5 0.0235 0 92336
20370101 359 DITTMER 0.5 0.0235 0 63023
20070201 179 CONVERSE 0.5 0.0235 0 78109
20370101 359 ROSWELL 0.5 0.0235 0 30076
20070201 179 DALLAS 0.5 0.0235 0 75214
20070201 179 SAN DIEGO 0.5 0.0235 0 92154
20370101 359 Warrenton 0.5 0.0235 0 20186
20070201 179 MEMPHIS 0.5 0.0235 0 38128
20070201 179 JONESBORO 0.5 0.0235 0 30236
20070201 179 LAS VEGAS 0.5 0.0235 0 89148
20070201 179 LAS VEGAS 0.5 0.0235 0 89148
20070201 179 PROVO 0.5 0.0235 0 84606
20370101 359 Richmond 0.5 0.0235 0 94806
20370101 359 Pleasant Hill 0.5 0.0235 0 94523
20370101 359 Novato 0.5 0.0235 0 94947
20220101 179 WEST PALM BEACH 0.5 0.0235 0 33412
20370101 359 MARIETTA 0.5 0.0235 0 30062
20370101 359 JACKSONVILLE 0.5 0.0235 0 32224
20370101 359 LAS VEGAS 0.5 0.0235 0 89101
20370101 359 BALCH SPRINGS 0.5 0.0235 0 75180
20070201 179 PHOENIX 0.5 0.0235 0 85043
20370101 359 EL CAJON 0.5 0.0235 0 92020
20370101 359 SALT LAKE CITY 0.5 0.0235 0 84114
20070201 177 LAS VEGAS 0.5 0.0235 0 89108
20070201 179 LAS VEGAS 0.5 0.0235 0 89148
20370101 359 WINTON 0.5 0.0235 0 95388
20361001 356 HANFORD 0.5 0.0235 0 93230
20370101 359 N LAS VEGAS 0.5 0.0235 0 89084
20070201 179 Miami 0.5 0.0235 0 33176
20370101 359 North Richland Hills 0.5 0.0235 0 76180
20070201 179 LAS VEGAS 0.5 0.0235 0 89148
20370101 359 Frisco 0.5 0.0235 0 75035
20370101 359 Downey 0.5 0.0235 0 90240
20220101 179 Whitney 0.5 0.0235 0 76692
20070201 178 Miramar 0.5 0.0235 0 33023
20070201 179 Maineville 0.5 0.0235 0 45039
20370101 359 FONTANA 0.5 0.0235 0 92337
20370101 359 JACKSONVILLE 0.5 0.0235 0 72076
20370101 359 JACKSONVILLE 0.5 0.0235 0 72076
20070201 179 SURPRISE 0.5 0.0235 0 85374
20070201 179 Orient 0.5 0.0235 0 43146
20070201 179 Grove City 0.5 0.0235 0 43123
20370101 359 Ocoee 0.5 0.0235 0 34761
20370101 359 Orlando 0.5 0.0235 0 32827
20360901 355 Saint Paul 0.5 0.0235 0 55106
20070201 179 LANCASTER 0.5 0.0235 0 93535
20070201 179 LOGAN 0.5 0.0235 0 84321
20370101 359 Victorville 0.5 0.0235 0 92392
20360901 355 St Augustine 0.5 0.0235 0 32080
20070201 179 WINCHESTER 0.5 0.0235 0 22601
20070201 179 OVIEDO 0.5 0.0235 0 32766
20370101 359 GAITHERSBURG 0.5 0.0235 0 20879
20370101 359 West Orange 0.5 0.0235 0 7052
20070201 179 BALTIMORE 0.5 0.0235 0 21224
20070201 179 TOLLESON 0.5 0.0235 0 85353
20070201 179 Springfield 0.5 0.0235 0 97477
20370101 359 Newport News 0.5 0.0235 0 23605
20370101 359 Santa Maria 0.5 0.0235 0 93454
20370101 359 Buena Park 0.5 0.0235 0 90620
20070201 179 PHOENIX 0.5 0.0235 0 85043
20070201 179 PHOENIX 0.5 0.0235 0 85043
20220101 179 BLACKHAWK 0.5 0.0235 0 94506
20070201 179 KELSO 0.5 0.0235 0 98626
20070201 179 KENOSHA 0.5 0.0235 0 53142
20070201 179 CASTRO VALLEY 0.5 0.0235 0 94546
20070201 179 Houston 0.5 0.0235 0 77072
20370101 359 Mastic 0.5 0.0235 0 11950
20370101 359 PHOENIX 0.5 0.0235 0 85048
20070201 179 LAS VEGAS 0.5 0.0235 0 89113
20370101 359 BOWIE 0.5 0.0235 0 20721
20370101 359 Miami 0.5 0.0235 0 33186
20070201 179 HENDERSON 0.5 0.0235 0 89015
20370101 359 ATLANTA 0.5 0.0235 0 30310
20370101 359 ORLANDO 0.5 0.0235 0 32835
20070201 179 Dallas 0.5 0.0235 0 75234
20070201 179 Cape Coral 0.5 0.0235 0 33909
20070201 179 Manakin Sabot 0.5 0.0235 0 23103
20361101 357 COVINA 0.5 0.0235 0 91723
20370101 359 MIDDLETOWN 0.5 0.0235 0 17057
20370101 359 RIVERSIDE 0.5 0.0235 0 92509
20070201 179 LAS VEGAS 0.5 0.0235 0 89141
20370101 359 Elkridge 0.5 0.0235 0 21075
20070201 179 CHESAPEAKE 0.5 0.0235 0 23321
20370101 359 Richmond 0.5 0.0235 0 23231
20070201 179 SAN FERNANDO 0.5 0.0235 0 91340
20370101 359 DALY CITY 0.5 0.0235 0 94015
20370101 359 GONZALES 0.5 0.0235 0 93926
20370101 359 Miramar 0.5 0.0235 0 33029
20070201 179 SAN ANTONIO 0.5 0.0235 0 78257
20370101 359 MIRAMAR 0.5 0.0235 0 33025
20370101 359 Gilbert 0.5 0.0235 0 85297
20370101 359 CALWA 0.5 0.0235 0 93725
20070201 179 Saucier 0.5 0.0235 0 39577
20370101 359 Brentwood 0.5 0.0235 0 20722
20370101 359 Mesa 0.5 0.0235 0 85207
20370101 359 MILLVILLE 0.5 0.0235 0 8332
20370101 359 Houston 0.5 0.0235 0 77072
20370101 359 LAS VEGAS 0.5 0.0235 0 89101
20070201 179 AURORA 0.5 0.0235 0 80013
20370101 359 GERMANTOWN 0.5 0.0235 0 20874
20370101 359 Roseville 0.5 0.0235 0 95678
20370101 359 LOCUST GROVE 0.5 0.0235 0 22508
20370101 359 Miami Beach 0.5 0.0235 0 33139
20370101 359 Panama City Beach 0.5 0.0235 0 32407
20370101 359 Idaho Falls 0.5 0.0235 0 83401
20370101 359 Castle Rock 0.5 0.0235 0 80109
20370101 359 PALMER 0.5 0.0235 0 75182
20370101 359 Macungie 0.5 0.0235 0 18062
20370101 359 LAS VEGAS 0.5 0.0235 0 89110
20370101 359 Pittsburg 0.5 0.0235 0 94565
20070201 179 Lancaster 0.5 0.0235 0 93535
20370101 359 BUENA PARK 0.5 0.0235 0 90621
20370101 359 SAN JOSE 0.5 0.0235 0 95132
20370101 359 Glendale 0.5 0.0235 0 85310
20360601 352 Cincinnati 0.5 0.0235 0 45245
20370101 359 ARROYO GRANDE 0.5 0.0235 0 93420
20070201 179 LAS VEGAS 0.5 0.0235 0 89107
20370101 359 Westminster 0.5 0.0235 0 92683
20370101 359 HYATTSVILLE 0.5 0.0235 0 20782
20070201 179 Carson 0.5 0.0235 0 90745
20370101 359 Orlando 0.5 0.0235 0 32832
20370101 359 Draper 0.5 0.0235 0 84020
20370101 359 PORTSMOUTH 0.5 0.0235 0 45662
20370101 359 MCKINLEYVILLE 0.5 0.0235 0 95519
20070201 179 Colton 0.5 0.0235 0 92324
MATURITY_ STATED PROPTYPE LIEN CURRENT
DATE _ORIGINAL_TERM _GROSS_COUPON
------------------------------------------------------------------------------------------------------------------------------
20070201 180 Single Family Second Lien 11.375
20361201 360 PUD Second Lien 12.5
20370101 360 Single Family Second Lien 12.875
20370101 360 Single Family Second Lien 12.75
20370101 360 Single Family Second Lien 12.5
20370101 360 Condominium Second Lien 13.75
20370101 360 PUD Second Lien 10.875
20370101 360 Condominium Second Lien 13.125
20370101 360 PUD Second Lien 14.25
20370101 360 Single Family Second Lien 10.25
20361201 360 Single Family Second Lien 11.5
20360701 360 PUD Second Lien 14.25
20361001 360 Single Family Second Lien 12.75
20370101 360 PUD Second Lien 9.875
20070201 180 Single Family Second Lien 12.5
20370101 360 Condominium Second Lien 14
20370101 360 Single Family Second Lien 9.375
20370101 360 Single Family Second Lien 12
20361201 360 Single Family Second Lien 9.875
20370101 360 PUD Second Lien 12
20370101 360 2-4 Family Second Lien 12.5
20370101 360 Single Family Second Lien 11
20370101 360 Single Family Second Lien 12
20370101 360 Condominium Second Lien 12.625
20370101 360 Single Family Second Lien 9.75
20370101 360 Single Family Second Lien 10.375
20370101 360 PUD Second Lien 13.875
20370101 360 PUD Second Lien 14
20370101 360 Single Family Second Lien 10.625
20370101 360 Single Family Second Lien 12.25
20370101 360 Single Family Second Lien 10.125
20370101 360 Single Family Second Lien 14.25
20370101 360 Single Family Second Lien 15.5
20370101 360 Single Family Second Lien 12.75
20370101 360 Condominium Second Lien 12.375
20370101 360 2-4 Family Second Lien 12.125
20370101 360 PUD Second Lien 11.375
20370101 360 Townhouse Second Lien 14.5
20370101 360 PUD Second Lien 12.125
20370101 360 PUD Second Lien 12.125
20370101 360 PUD Second Lien 10.5
20361201 360 Single Family Second Lien 13.625
20070201 180 Single Family Second Lien 17.75
20361201 360 PUD Second Lien 11.25
20361101 360 2-4 Family Second Lien 12.5
20370101 360 PUD Second Lien 10.625
20370101 360 PUD Second Lien 13.625
20361201 360 Single Family Second Lien 10.75
20370101 360 Single Family Second Lien 13
20370101 360 Single Family Second Lien 12.375
20370101 360 PUD Second Lien 13.375
20370101 360 PUD Second Lien 9.875
20070201 180 PUD Second Lien 14.75
20070201 180 Single Family Second Lien 10.125
20070201 180 Single Family Second Lien 12.25
20070201 180 PUD Second Lien 9.875
20370101 360 Single Family Second Lien 13.625
20070201 180 Single Family Second Lien 12.375
20370101 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 13.75
20370101 360 Single Family Second Lien 11.375
20361201 360 Single Family Second Lien 11.5
20370101 360 PUD Second Lien 13.75
20370101 360 2-4 Family Second Lien 12.75
20370101 360 2-4 Family Second Lien 11
20370101 360 Single Family Second Lien 11.75
20370101 360 PUD Second Lien 10.625
20370101 360 Single Family Second Lien 9.875
20370101 360 PUD Second Lien 7.75
20370101 360 2-4 Family Second Lien 14.625
20370101 360 Single Family Second Lien 10.75
20370101 360 Condominium Second Lien 11.75
20370101 360 PUD Second Lien 9.875
20370101 360 Single Family Second Lien 14.375
20370101 360 Single Family Second Lien 11.5
20370101 360 Condominium Second Lien 16.125
20370101 360 Single Family Second Lien 13.25
20370101 360 Single Family Second Lien 12.625
20370101 360 Condominium Second Lien 12.25
20370101 360 Single Family Second Lien 15.75
20370101 360 Single Family Second Lien 12.75
20370101 360 Condominium Second Lien 12.75
20370101 360 PUD Second Lien 10.625
20370101 360 Single Family Second Lien 11.25
20370101 360 Single Family Second Lien 9
20370101 360 Single Family Second Lien 10.625
20370101 360 PUD Second Lien 10.625
20370101 360 Single Family Second Lien 10.125
20370101 360 Single Family Second Lien 12.875
20370101 360 Single Family Second Lien 11.625
20370101 360 Single Family Second Lien 12.25
20370101 360 Condominium Second Lien 12
20370101 360 Single Family Second Lien 10.875
20370101 360 PUD Second Lien 10.25
20370101 360 Single Family Second Lien 12.375
20370101 360 Single Family Second Lien 10.125
20370101 360 Single Family Second Lien 11
20370101 360 PUD Second Lien 10.75
20370101 360 Single Family Second Lien 12.625
20370101 360 Single Family Second Lien 11.5
20370101 360 Single Family Second Lien 10.75
20370101 360 Single Family Second Lien 11.25
20370101 360 Single Family Second Lien 13
20370101 360 PUD Second Lien 10.75
20370101 360 Single Family Second Lien 12.625
20370101 360 PUD Second Lien 13.5
20370101 360 Condominium Second Lien 11.875
20370101 360 Single Family Second Lien 10
20370101 360 Single Family Second Lien 11.875
20370101 360 Single Family Second Lien 11.375
20370101 360 PUD Second Lien 10.5
20070201 180 Single Family Second Lien 11
20361101 360 Hi-Rise Condo Second Lien 14.25
20361101 360 Single Family Second Lien 12.75
20370101 360 PUD Second Lien 18.125
20370101 360 PUD Second Lien 10.375
20370101 360 Single Family Second Lien 18.125
20370101 360 Single Family Second Lien 13.75
20370101 360 Single Family Second Lien 10.625
20370101 360 PUD Second Lien 13.5
20361001 360 Hi-Rise Condo Second Lien 10.25
20361101 360 Condominium Second Lien 11.25
20070201 180 PUD Second Lien 16.5
20370101 360 PUD Second Lien 12.625
20070201 180 PUD Second Lien 10.5
20370101 360 PUD Second Lien 10.625
20070201 180 PUD Second Lien 13.375
20370101 360 PUD Second Lien 14.875
20070201 180 Townhouse Second Lien 16
20070201 180 Single Family Second Lien 11.875
20361201 360 Hi-Rise Condo Second Lien 11.25
20070201 180 Condominium Second Lien 10.875
20070201 180 Single Family Second Lien 12.5
20370101 360 Condominium Second Lien 9.125
20370101 360 Condominium Second Lien 13.875
20370101 360 PUD Second Lien 14
20370101 360 Single Family Second Lien 12
20370101 360 Single Family Second Lien 11.625
20070201 180 Condominium Second Lien 12.5
20070201 180 Single Family Second Lien 16
20370101 360 Single Family Second Lien 10.375
20370101 360 Single Family Second Lien 10
20070201 180 Single Family Second Lien 10.875
20370101 360 PUD Second Lien 9.375
20370101 360 Single Family Second Lien 14.25
20370101 360 Single Family Second Lien 12.5
20370101 360 2-4 Family Second Lien 13.75
20070201 180 Single Family Second Lien 9.125
20370101 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 10.5
20070201 180 Single Family Second Lien 19.125
20370101 360 Single Family Second Lien 14.875
20070201 180 PUD Second Lien 12.5
20070201 180 PUD Second Lien 10.375
20370101 360 Single Family Second Lien 11
20070201 180 Single Family Second Lien 10.5
20070201 180 Condominium Second Lien 9
20070201 180 PUD Second Lien 10.625
20370101 360 PUD Second Lien 12.875
20070201 180 PUD Second Lien 14.875
20070201 180 Single Family Second Lien 15.625
20070201 180 PUD Second Lien 11.25
20070201 180 2-4 Family Second Lien 12.25
20070201 180 Single Family Second Lien 10.5
20070201 180 PUD Second Lien 13.75
20070201 180 PUD Second Lien 13.125
20070201 180 Single Family Second Lien 10
20070201 180 Single Family Second Lien 10.75
20361201 360 Single Family Second Lien 11.5
20370101 360 Single Family Second Lien 12
20370101 360 Single Family Second Lien 14.5
20070201 180 Single Family Second Lien 11
20370101 360 PUD Second Lien 15.625
20070201 180 Single Family Second Lien 10.5
20370101 360 Single Family Second Lien 11.125
20370101 360 Single Family Second Lien 9.75
20370101 360 PUD Second Lien 10.875
20370101 360 Single Family Second Lien 11.75
20070201 180 Single Family Second Lien 12.172
20070201 180 Townhouse Second Lien 13.5
20370101 360 Single Family Second Lien 17.125
20370101 360 Single Family Second Lien 12.75
20370101 360 Single Family Second Lien 10.625
20370101 360 PUD Second Lien 14.25
20070201 180 Single Family Second Lien 12.25
20070201 180 Single Family Second Lien 14.5
20070201 180 Single Family Second Lien 15.375
20370101 360 Single Family Second Lien 16.5
20370101 360 Single Family Second Lien 13
20370101 360 Single Family Second Lien 12.75
20070201 180 Single Family Second Lien 14.25
20070201 180 Single Family Second Lien 11.75
20070201 180 PUD Second Lien 14
20370101 360 PUD Second Lien 12.5
20370101 360 PUD Second Lien 9.875
20070201 180 PUD Second Lien 10.75
20070201 180 PUD Second Lien 10.75
20070201 180 Single Family Second Lien 17.125
20370101 360 PUD Second Lien 9.375
20370101 360 Single Family Second Lien 10.625
20361101 360 2-4 Family Second Lien 15.375
20361101 360 Single Family Second Lien 15.75
20361101 360 Single Family Second Lien 10
20361001 360 Single Family Second Lien 11
20361001 360 Single Family Second Lien 13.75
20361101 360 Single Family Second Lien 10
20070201 180 PUD Second Lien 9.75
20370101 360 2-4 Family Second Lien 12.375
20070201 180 Single Family Second Lien 13
20370101 360 PUD Second Lien 12.75
20370101 360 Single Family Second Lien 10.5
20370101 360 Single Family Second Lien 11.625
20370101 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 11.25
20370101 360 Single Family Second Lien 11.875
20070201 180 Single Family Second Lien 11.5
20070201 180 Single Family Second Lien 16.5
20070201 180 Single Family Second Lien 11
20370101 360 Condominium Second Lien 11.375
20070201 180 PUD Second Lien 18.5
20070201 180 PUD Second Lien 11.625
20370101 360 Single Family Second Lien 10.25
20070201 180 PUD Second Lien 14
20370101 360 Single Family Second Lien 10.375
20070201 180 Single Family Second Lien 16.875
20070201 180 Single Family Second Lien 13.25
20370101 360 Single Family Second Lien 10.875
20070201 180 Single Family Second Lien 13.375
20370101 360 PUD Second Lien 12.25
20070201 180 PUD Second Lien 13.375
20070201 180 Single Family Second Lien 11.5
20070201 180 Condominium Second Lien 12.25
20070201 180 Single Family Second Lien 12.375
20370101 360 Single Family Second Lien 14
20370101 360 2-4 Family Second Lien 19.625
20370101 360 Single Family Second Lien 14.125
20070201 180 PUD Second Lien 9.125
20370101 360 Condominium Second Lien 11.375
20370101 360 Single Family Second Lien 12.25
20370101 360 PUD Second Lien 15.5
20370101 360 PUD Second Lien 13.5
20370101 360 PUD Second Lien 11.625
20370101 360 Single Family Second Lien 12.125
20070201 180 Single Family Second Lien 12.375
20370101 360 PUD Second Lien 14.75
20070201 180 Single Family Second Lien 12.375
20070201 180 Single Family Second Lien 8.125
20070201 180 Single Family Second Lien 11.25
20370101 360 Single Family Second Lien 12.75
20070201 180 2-4 Family Second Lien 13
20070201 180 PUD Second Lien 10.25
20070201 180 Single Family Second Lien 10.875
20070201 180 PUD Second Lien 15.875
20070201 180 Condominium Second Lien 12.5
20070201 180 Single Family Second Lien 15.875
20370101 360 PUD Second Lien 13.625
20370101 360 Single Family Second Lien 11.875
20070201 180 Single Family Second Lien 13.25
20370101 360 Condominium Second Lien 13.5
20370101 360 PUD Second Lien 15.875
20361201 360 Single Family Second Lien 8.75
20070201 180 2-4 Family Second Lien 11.375
20370101 360 Condominium Second Lien 9.625
20070201 180 Single Family Second Lien 14.3
20370101 360 2-4 Family Second Lien 18.75
20370101 360 Single Family Second Lien 14.375
20370101 360 Single Family Second Lien 9.875
20370101 360 2-4 Family Second Lien 10.375
20070201 180 Single Family Second Lien 14.5
20070201 180 PUD Second Lien 10
20370101 360 Single Family Second Lien 10.875
20370101 360 Single Family Second Lien 12.625
20370101 360 PUD Second Lien 16.125
20070201 180 PUD Second Lien 13.125
20370101 360 Single Family Second Lien 16.125
20370101 360 Single Family Second Lien 12.75
20070201 180 Single Family Second Lien 12.5
20070201 180 Single Family Second Lien 12
20070201 180 Single Family Second Lien 10
20370101 360 Single Family Second Lien 13.5
20370101 360 PUD Second Lien 14.875
20070201 180 Single Family Second Lien 11.5
20370101 360 Single Family Second Lien 9.625
20370101 360 Single Family Second Lien 14
20070201 180 Single Family Second Lien 9.875
20070201 180 Single Family Second Lien 8.25
20370101 360 PUD Second Lien 13.875
20070201 180 Single Family Second Lien 11.5
20070201 180 Single Family Second Lien 14.25
20370101 360 Single Family Second Lien 14
20070201 180 Single Family Second Lien 11.875
20370101 360 Single Family Second Lien 8.625
20370101 360 Single Family Second Lien 10.125
20070201 180 PUD Second Lien 9.75
20070201 180 PUD Second Lien 10.5
20370101 360 PUD Second Lien 7.5
20370101 360 Condominium Second Lien 14.125
20370101 360 Single Family Second Lien 10.5
20070201 180 PUD Second Lien 14
20370101 360 Single Family Second Lien 11.25
20070201 180 Single Family Second Lien 10.625
20370101 360 2-4 Family Second Lien 13
20070201 180 PUD Second Lien 14.5
20370101 360 Single Family Second Lien 13.375
20370101 360 Single Family Second Lien 13.25
20070201 180 PUD Second Lien 11.5
20070201 180 Single Family Second Lien 10
20070201 180 PUD Second Lien 13.875
20370101 360 Condominium Second Lien 17.25
20070201 180 PUD Second Lien 12.375
20070201 180 Single Family Second Lien 14.8
20370101 360 Single Family Second Lien 12.5
20070201 180 PUD Second Lien 14
20070201 180 Single Family Second Lien 12.875
20370101 360 PUD Second Lien 15.75
20070201 180 CO-OP Second Lien 12.5
20370101 360 Single Family Second Lien 14.25
20070201 180 Single Family Second Lien 10.375
20370101 360 PUD Second Lien 14.5
20070201 180 Single Family Second Lien 12.875
20070201 180 Single Family Second Lien 11.5
20370101 360 Single Family Second Lien 10.75
20070201 180 Single Family Second Lien 11.5
20220101 180 Single Family Second Lien 12.125
20370101 360 Single Family Second Lien 12.625
20370101 360 Single Family Second Lien 11.25
20070201 180 2-4 Family Second Lien 14.5
20370101 360 Single Family Second Lien 12
20370101 360 Single Family Second Lien 12.5
20070201 180 PUD Second Lien 10.875
20370101 360 Townhouse Second Lien 12.375
20070201 180 Single Family Second Lien 10.75
20070201 180 Condominium Second Lien 13.625
20370101 360 Single Family Second Lien 12.375
20370101 360 2-4 Family Second Lien 11.875
20370101 360 Single Family Second Lien 12.5
20070201 180 Single Family Second Lien 12.5
20370101 360 2-4 Family Second Lien 14.75
20370101 360 PUD Second Lien 15.125
20370101 360 PUD Second Lien 10.5
20070201 180 Single Family Second Lien 12.375
20370101 360 Single Family Second Lien 14
20070201 180 PUD Second Lien 11
20070201 180 Single Family Second Lien 11.125
20070201 180 PUD Second Lien 12.125
20370101 360 Single Family Second Lien 16.5
20370101 360 PUD Second Lien 13.625
20070201 180 Single Family Second Lien 10.75
20070201 180 Single Family Second Lien 10.5
20370101 360 Single Family Second Lien 13
20370101 360 Single Family Second Lien 11
20370101 360 Single Family Second Lien 12.625
20370102 360 2-4 Family Second Lien 12.375
20370101 360 PUD Second Lien 9.5
20370101 360 Single Family Second Lien 12.75
20070201 180 Condominium Second Lien 11.875
20070201 180 PUD Second Lien 14.5
20370101 360 Single Family Second Lien 17
20370101 360 Single Family Second Lien 14.375
20370101 360 Single Family Second Lien 10.625
20070201 180 Single Family Second Lien 11.75
20370101 360 Single Family Second Lien 11.75
20070201 180 Single Family Second Lien 12.25
20370101 360 Single Family Second Lien 12
20370101 360 Single Family Second Lien 12.75
20370101 360 Single Family Second Lien 12.25
20370101 360 Single Family Second Lien 16.625
20370101 360 PUD Second Lien 8.5
20070201 180 PUD Second Lien 16.25
20070201 180 PUD Second Lien 13.875
20370101 360 Single Family Second Lien 9.75
20070201 180 PUD Second Lien 9.875
20370101 360 Single Family Second Lien 11.25
20370101 360 Single Family Second Lien 12.125
20370101 360 PUD Second Lien 13.25
20370101 360 Single Family Second Lien 9.5
20370101 360 PUD Second Lien 14.125
20370101 360 Single Family Second Lien 11.125
20370101 360 PUD Second Lien 14
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20070201 180 Single Family Second Lien 15.625
20370101 360 Single Family Second Lien 9.875
20070201 180 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 12
20370101 360 Single Family Second Lien 11.875
20070201 180 PUD Second Lien 11.875
20370101 360 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 13.625
20070201 180 Single Family Second Lien 10.5
20370101 360 Single Family Second Lien 13.75
20370101 360 Single Family Second Lien 12.5
20070201 180 Single Family Second Lien 12.625
20070201 180 Single Family Second Lien 10
20370101 360 2-4 Family Second Lien 16.625
20361201 360 Single Family Second Lien 12.375
20370101 360 Single Family Second Lien 12.75
20370101 360 Single Family Second Lien 12.625
20070201 180 PUD Second Lien 16.25
20361201 360 PUD Second Lien 13.25
20370101 360 PUD Second Lien 11.625
20370101 360 Single Family Second Lien 10.875
20370101 360 Single Family Second Lien 12.875
20370101 360 PUD Second Lien 9.875
20370101 360 PUD Second Lien 10.375
20361201 360 Single Family Second Lien 15.75
20070201 180 PUD Second Lien 12.875
20370101 360 PUD Second Lien 15.5
20070201 180 Single Family Second Lien 12.25
20370101 360 PUD Second Lien 9.875
20070201 180 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 10.375
20070201 180 PUD Second Lien 13.625
20370101 360 Single Family Second Lien 7.5
20370101 360 Single Family Second Lien 12.375
20070201 180 Single Family Second Lien 9.875
20070201 180 PUD Second Lien 8.75
20070201 180 PUD Second Lien 12.625
20070201 180 2-4 Family Second Lien 14.25
20070201 180 Condominium Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 14.125
20370101 360 Single Family Second Lien 7.75
20370101 360 PUD Second Lien 7.5
20370101 360 Single Family Second Lien 7.75
20070201 180 Single Family Second Lien 11.375
20070201 180 Condominium Second Lien 8.5
20370101 360 PUD Second Lien 9.875
20361201 360 Single Family Second Lien 16.25
20370101 360 Single Family Second Lien 6.875
20070201 180 PUD Second Lien 12.875
20361201 360 PUD Second Lien 14.5
20370101 360 Single Family Second Lien 10.125
20370101 360 PUD Second Lien 13.125
20070201 180 PUD Second Lien 10.625
20370101 360 Single Family Second Lien 10.125
20070201 180 PUD Second Lien 13.5
20070201 180 Single Family Second Lien 12.25
20370101 360 PUD Second Lien 15.375
20370101 360 PUD Second Lien 11.25
20361201 360 Single Family Second Lien 8.375
20361201 360 Condominium Second Lien 12.125
20370101 360 Single Family Second Lien 10
20361201 360 Condominium Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 11.125
20361201 360 Condominium Second Lien 12.5
20070201 180 Single Family Second Lien 9.875
20361201 360 Townhouse Second Lien 14.75
20070201 180 Single Family Second Lien 14.25
20370101 360 Single Family Second Lien 12.5
20070201 180 Condominium Second Lien 8.625
20370101 360 PUD Second Lien 14.375
20070201 180 Single Family Second Lien 11.75
20360901 360 Single Family Second Lien 13.625
20370101 360 Single Family Second Lien 12
20070201 180 Single Family Second Lien 13.125
20361201 360 PUD Second Lien 10.25
20361201 360 PUD Second Lien 12.625
20361201 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 12.75
20070201 180 Condominium Second Lien 12.75
20370101 360 Single Family Second Lien 11.125
20070201 180 PUD Second Lien 14.375
20370101 360 PUD Second Lien 7.5
20070201 180 Condominium Second Lien 12.875
20361201 360 PUD Second Lien 14.875
20070201 180 Single Family Second Lien 12.5
20070201 180 Single Family Second Lien 11.375
20070201 180 Single Family Second Lien 13.25
20070201 180 Condominium Second Lien 12.75
20370101 360 PUD Second Lien 15.25
20361201 360 Condominium Second Lien 12.25
20361201 360 Condominium Second Lien 13
20370101 360 Single Family Second Lien 10.75
20370101 360 PUD Second Lien 11.5
20370101 360 PUD Second Lien 14.125
20370101 360 PUD Second Lien 9.75
20370101 360 PUD Second Lien 11.125
20370101 360 Single Family Second Lien 13.625
20070201 180 Single Family Second Lien 12.5
20370101 360 Condominium Second Lien 12
20070201 000 Xxxxxxxxx Xxxxxx Lien 15.375
20361201 360 PUD Second Lien 15.5
20361201 360 PUD Second Lien 18
20370101 360 Single Family Second Lien 11.375
20370101 360 Single Family Second Lien 11.125
20370101 360 Single Family Second Lien 12.5
20070201 180 Single Family Second Lien 10.5
20361201 360 Single Family Second Lien 15.5
20070201 180 Condominium Second Lien 14.75
20070201 180 PUD Second Lien 11.5
20070201 180 Single Family Second Lien 10.25
20370101 360 PUD Second Lien 13.25
20370101 360 PUD Second Lien 12.75
20361201 360 Single Family Second Lien 8.5
20361201 360 2-4 Family Second Lien 16.375
20070201 180 PUD Second Lien 12.375
20370101 360 Condominium Second Lien 9.375
20370101 360 PUD Second Lien 13.875
20361201 360 PUD Second Lien 11.75
20361201 360 PUD Second Lien 11.125
20370101 360 PUD Second Lien 9
20370101 360 Single Family Second Lien 12.25
20361201 360 Condominium Second Lien 14.375
20370101 360 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 10.25
20361201 360 Single Family Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 10.625
20070201 180 Single Family Second Lien 13.125
20370101 360 Single Family Second Lien 14.5
20070201 180 Single Family Second Lien 11
20070201 180 Single Family Second Lien 11.375
20370101 360 Single Family Second Lien 12.625
20070201 180 Single Family Second Lien 10.75
20361201 360 PUD Second Lien 14.25
20370101 360 Condominium Second Lien 16
20370101 360 PUD Second Lien 13.5
20370101 360 Single Family Second Lien 12.375
20070201 180 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 16.875
20070201 180 PUD Second Lien 12.5
20361201 360 Single Family Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 7.75
20070201 180 Single Family Second Lien 9.5
20370101 360 PUD Second Lien 11.875
20370101 360 Single Family Second Lien 11.5
20070201 180 Single Family Second Lien 9.875
20070201 180 2-4 Family Second Lien 10.25
20070201 180 PUD Second Lien 12.5
20361201 360 Single Family Second Lien 16.5
20220101 180 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 16
20370101 360 Single Family Xxxxxx Xxxx 0
00000000 000 XXX Second Lien 14
20070201 000 Xxxxxxxxx Xxxxxx Lien 11
20370101 360 Condominium Second Lien 11.5
20070201 180 PUD Second Lien 15.375
20370101 360 Single Family Second Lien 10.125
20370101 360 Single Family Second Lien 10.75
20070201 180 Single Family Second Lien 11.25
20361201 360 PUD Second Lien 8.75
20211101 180 Single Family Second Lien 11
20361101 360 Single Family Second Lien 10
20211201 180 Single Family Second Lien 8.625
20070201 180 Single Family Second Lien 12.5
20370101 360 Condominium Second Lien 11.125
20370101 360 PUD Second Lien 11
20361201 360 Single Family Second Lien 17.25
20361201 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 12.375
20070201 180 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 10.75
20070201 180 Single Family Second Lien 16.125
20361201 360 Condominium Second Lien 12.25
20361201 360 PUD Second Lien 7.875
20361201 360 Single Family Second Lien 12.5
20070201 180 Single Family Second Lien 11
20370101 360 Single Family Second Lien 8.625
20361201 360 Single Family Second Lien 12.5
20361201 360 Single Family Second Lien 13.5
20070201 180 Single Family Second Lien 11.875
20070201 180 Condominium Second Lien 13.375
20370101 360 Townhouse Second Lien 15.625
20070201 180 Single Family Second Lien 14
20361201 360 Condominium Second Lien 9.625
20361201 360 PUD Second Lien 14.125
20361201 360 Single Family Second Lien 12.75
20361201 360 Single Family Second Lien 10.375
20370101 360 Condominium Second Lien 16
20070201 180 Single Family Second Lien 12.375
20070201 180 Single Family Second Lien 17.625
20070201 180 PUD Second Lien 12.875
20070201 180 Single Family Second Lien 16.625
20370101 360 PUD Second Lien 10.5
20370101 360 Single Family Second Lien 11.375
20370101 360 PUD Second Lien 13.125
20070201 180 Single Family Second Lien 12.625
20361201 360 Single Family Second Lien 14.5
20361201 360 Single Family Second Lien 17.375
20070201 180 PUD Second Lien 17.5
20070201 180 Townhouse Second Lien 12.625
20370101 360 Single Family Second Lien 12.75
20070201 180 PUD Second Lien 12.875
20070201 180 PUD Second Lien 8.625
20361101 360 Condominium Second Lien 9.875
20070201 180 Single Family Second Lien 12
20070201 180 Single Family Second Lien 10.25
20070201 180 PUD Second Lien 12.875
20361201 360 PUD Second Lien 13.875
20370101 360 Single Family Second Lien 8.25
20070201 180 Single Family Second Lien 11.875
20361101 360 Single Family Second Lien 12.125
20370101 360 PUD Second Lien 14.5
20370101 360 PUD Second Lien 8
20370101 360 Single Family Second Lien 8.125
20370101 360 Single Family Second Lien 11.625
20370101 360 PUD Second Lien 16.875
20370101 360 PUD Second Lien 14
20361201 360 Single Family Second Lien 11.875
20361201 360 Condominium Second Lien 15.375
20370101 360 Single Family Second Lien 10.5
20070201 180 Single Family Second Lien 11.75
20070201 180 Single Family Second Lien 16.375
20361201 360 Single Family Second Lien 12.75
20070201 180 PUD Second Lien 9.25
20370101 360 Condominium Second Lien 15.375
20361201 360 2-4 Family Second Lien 12.875
20370101 360 PUD Xxxxxx Xxxx 0
00000000 000 XXX Second Lien 10.625
20361201 360 PUD Second Lien 8.25
20361201 360 Single Family Second Lien 14.75
20361201 360 Single Family Second Lien 7.25
20370101 360 Single Family Second Lien 16.5
20211101 180 Single Family Second Lien 12
20070201 180 Single Family Second Lien 14.875
20370101 360 Single Family Second Lien 12.625
20361201 360 Single Family Second Lien 10.125
20370101 360 Single Family Second Lien 12.5
20361201 360 Single Family Second Lien 9.875
20361101 360 Single Family Second Lien 17
20070201 180 Condominium Second Lien 15.625
20070201 180 Single Family Second Lien 14.25
20070201 180 Single Family Second Lien 12.625
20070201 180 Single Family Xxxxxx Xxxx 00.0
00000000 000 XXX Second Lien 13.375
20370101 360 XXX Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 12.375
20370101 360 Single Family Second Lien 18.5
20370101 360 Single Family Second Lien 18.5
20370101 360 Single Family Second Lien 9.875
20361201 360 Single Family Second Lien 11.5
20070201 180 Townhouse Second Lien 13.875
20370101 360 Single Family Second Lien 9.25
20370101 360 PUD Second Lien 11.875
20361201 360 Single Family Second Lien 12
20211201 180 Single Family Second Lien 12.625
20070201 180 Single Family Second Lien 12.25
20070201 180 PUD Second Lien 12.25
20370101 360 Single Family Second Lien 12.625
20370101 360 Single Family Second Lien 13.625
20070201 180 Single Family Second Lien 13.25
20370101 360 Single Family Second Lien 11
20070201 180 Single Family Second Lien 13.75
20361201 360 Single Family Second Lien 12.125
20361101 360 Single Family Second Lien 14.75
20370101 360 Single Family Second Lien 10
20370101 360 Single Family Second Lien 14.25
20370101 360 Single Family Second Lien 15.5
20361101 360 Single Family Second Lien 17
20070201 180 Single Family Second Lien 12.25
20361201 360 Single Family Second Lien 14.5
20070201 180 Single Family Second Lien 14.375
20070201 180 Single Family Second Lien 11.125
20370101 360 Condominium Second Lien 14
20370101 360 Single Family Second Lien 11.75
20361201 360 PUD Second Lien 10.5
20370101 360 PUD Second Lien 14.375
20361201 360 Single Family Second Lien 10.5
20361101 360 Single Family Second Lien 17.25
20361201 360 Single Family Second Lien 13.875
20370101 360 PUD Second Lien 7.375
20370101 360 Single Family Second Lien 8.125
20370101 360 Condominium Second Lien 12.25
20370101 360 PUD Second Lien 10.625
20370101 360 2-4 Family Second Lien 12.625
20370101 360 Single Family Second Lien 9.75
20370101 360 Condominium Second Lien 16.75
20370101 360 Condominium Second Lien 12.5
20370101 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 12.5
20370101 360 2-4 Family Second Lien 12.375
20370101 360 Condominium Second Lien 12.75
20370101 360 PUD Second Lien 13.75
20370101 360 Single Family Second Lien 11.625
20370101 360 Single Family Second Lien 11.75
20370101 360 Single Family Second Lien 11.5
20370101 360 Single Family Second Lien 12.5
20370101 360 Single Family Second Lien 12
20370101 360 Single Family Second Lien 12.625
20370101 360 Single Family Second Lien 12.625
20370101 360 PUD Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 13.5
20370101 360 Single Family Second Lien 12.625
20370101 360 Single Family Xxxxxx Xxxx 00
00000000 000 XXX Xxxxxx Xxxx 00
00000000 000 XXX Second Lien 12.125
20370101 360 2-4 Family Second Lien 14.125
20370101 360 PUD Second Lien 12.125
20370101 360 Single Family Second Lien 12.625
20370101 360 Single Family Xxxxxx Xxxx 0
00000000 000 XXX Second Lien 9.625
20370101 360 Single Family Second Lien 11.125
20370101 360 PUD Second Lien 12.625
20370101 360 Single Family Second Lien 11.375
20370101 360 Single Family Second Lien 12.125
20370101 360 Single Family Second Lien 14.25
20370101 360 PUD Second Lien 12.125
20370101 360 Single Family Second Lien 11
20370101 360 Single Family Second Lien 10.5
MATURITY_ CURRENT_ MI SOURCE BALLOON AMORT
DATE NET_COUPON _TERM1
----------------------------------------------------------------------------------------------------------------------------
20070201 10.8515 No MI Yes 360
20361201 11.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.6015 No MI No 360
20370101 13.7265 No MI No 360
20370101 9.7265 No MI No 360
20361201 10.9765 No MI No 360
20360701 13.7265 No MI No 360
20361001 12.2265 No MI No 360
20370101 9.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 13.4765 No MI No 360
20370101 8.8515 No MI No 360
20370101 11.4765 No MI No 360
20361201 9.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.2265 No MI No 360
20370101 9.8515 No MI No 360
20370101 13.3515 No MI No 360
20370101 13.4765 No MI No 360
20370101 10.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 9.6015 No MI No 360
20370101 13.7265 No MI No 360
20370101 14.9765 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.8515 No MI No 360
20370101 13.9765 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.9765 No MI No 360
20361201 13.1015 No MI No 360
20070201 17.2265 No MI Yes 360
20361201 10.7265 No MI No 360
20361101 11.9765 No MI No 360
20370101 10.1015 No MI No 360
20370101 13.1015 No MI No 360
20361201 10.2265 No MI No 360
20370101 12.4765 No MI No 360
20370101 11.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 9.3515 No MI No 360
20070201 14.2265 No MI Yes 360
20070201 9.6015 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 9.3515 No MI Yes 360
20370101 13.1015 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 10.8515 No MI No 360
20361201 10.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 9.3515 No MI No 360
20370101 7.2265 No MI No 360
20370101 14.1015 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.2265 No MI No 360
20370101 9.3515 No MI No 360
20370101 13.8515 No MI No 360
20370101 10.9765 No MI No 360
20370101 15.6015 No MI No 360
20370101 12.7265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 15.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.7265 No MI No 360
20370101 8.4765 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.1015 No MI No 360
20370101 9.6015 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.7265 No MI No 360
20370101 11.8515 No MI No 360
20370101 9.6015 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.7265 No MI No 360
20370101 12.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.3515 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.9765 No MI No 360
20070201 10.4765 No MI Yes 360
20361101 13.7265 No MI No 360
20361101 12.2265 No MI No 360
20370101 17.6015 No MI No 360
20370101 9.8515 No MI No 360
20370101 17.6015 No MI No 360
20370101 13.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 12.9765 No MI No 360
20361001 9.7265 No MI No 360
20361101 10.7265 No MI No 360
20070201 15.9765 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 10.1015 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 14.3515 No MI No 360
20070201 15.4765 No MI Yes 360
20070201 11.3515 No MI Yes 360
20361201 10.7265 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 8.6015 No MI No 360
20370101 13.3515 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 15.4765 No MI Yes 360
20370101 9.8515 No MI No 360
20370101 9.4765 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 8.8515 No MI No 360
20370101 13.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.2265 No MI No 360
20070201 8.6015 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 9.9765 No MI No 360
20070201 18.6015 No MI Yes 360
20370101 14.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 9.8515 No MI Yes 360
20370101 10.4765 No MI No 360
20070201 9.9765 No MI Yes 360
20070201 8.4765 No MI Yes 360
20070201 10.1015 No MI Yes 360
20370101 12.3515 No MI No 360
20070201 14.3515 No MI Yes 360
20070201 15.1015 No MI Yes 360
20070201 10.7265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 9.9765 No MI Yes 360
20070201 13.2265 No MI Yes 360
20070201 12.6015 No MI Yes 360
20070201 9.4765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20361201 10.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 13.9765 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 15.1015 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 10.6015 No MI No 360
20370101 9.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.2265 No MI No 360
20070201 11.6485 No MI Yes 360
20070201 12.9765 No MI Yes 360
20370101 16.6015 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 13.7265 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 13.9765 No MI Yes 360
20070201 14.8515 No MI Yes 360
20370101 15.9765 No MI No 360
20370101 12.4765 No MI No 360
20370101 12.2265 No MI No 360
20070201 13.7265 No MI Yes 360
20070201 11.2265 No MI Yes 360
20070201 13.4765 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 9.3515 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 10.2265 No MI Yes 360
20070201 16.6015 No MI Yes 360
20370101 8.8515 No MI No 360
20370101 10.1015 No MI No 360
20361101 14.8515 No MI No 360
20361101 15.2265 No MI No 360
20361101 9.4765 No MI No 360
20361001 10.4765 No MI No 360
20361001 13.2265 No MI No 360
20361101 9.4765 No MI No 360
20070201 9.2265 No MI Yes 360
20370101 11.8515 No MI No 360
20070201 12.4765 No MI Yes 360
20370101 12.2265 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.3515 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 15.9765 No MI Yes 360
20070201 10.4765 No MI Yes 360
20370101 10.8515 No MI No 360
20070201 17.9765 No MI Yes 360
20070201 11.1015 No MI Yes 360
20370101 9.7265 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 9.8515 No MI No 360
20070201 16.3515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 10.3515 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 11.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 11.8515 No MI Yes 360
20370101 13.4765 No MI No 360
20370101 19.1015 No MI No 360
20370101 13.6015 No MI No 360
20070201 8.6015 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 11.7265 No MI No 360
20370101 14.9765 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.6015 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 14.2265 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 7.6015 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 9.7265 No MI Yes 360
20070201 10.3515 No MI Yes 360
20070201 15.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 15.3515 No MI Yes 360
20370101 13.1015 No MI No 360
20370101 11.3515 No MI No 360
20070201 12.7265 No MI Yes 360
20370101 12.9765 No MI No 360
20370101 15.3515 No MI No 360
20361201 8.2265 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 9.1015 No MI No 360
20070201 13.7765 No MI Yes 360
20370101 18.2265 No MI No 360
20370101 13.8515 No MI No 360
20370101 9.3515 No MI No 360
20370101 9.8515 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 15.6015 No MI No 360
20070201 12.6015 No MI Yes 360
20370101 15.6015 No MI No 360
20370101 12.2265 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 11.4765 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 12.9765 No MI No 360
20370101 14.3515 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 13.4765 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 7.7265 No MI Yes 360
20370101 13.3515 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 13.7265 No MI Yes 360
20370101 13.4765 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 8.1015 No MI No 360
20370101 9.6015 No MI No 360
20070201 9.2265 No MI Yes 360
20070201 9.9765 No MI Yes 360
20370101 6.9765 No MI No 360
20370101 13.6015 No MI No 360
20370101 9.9765 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 10.7265 No MI No 360
20070201 10.1015 No MI Yes 360
20370101 12.4765 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 12.7265 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 9.4765 No MI Yes 360
20070201 13.3515 No MI Yes 360
20370101 16.7265 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 14.2765 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 13.4765 No MI Yes 360
20070201 12.3515 No MI Yes 360
20370101 15.2265 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 9.8515 No MI Yes 360
20370101 13.9765 No MI No 360
20070201 12.3515 No MI Yes 360
20070201 10.9765 No MI Yes 360
20370101 10.2265 No MI No 360
20070201 10.9765 No MI Yes 360
20220101 11.6015 No MI No 180
20370101 12.1015 No MI No 360
20370101 10.7265 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 11.8515 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 13.1015 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 14.2265 No MI No 360
20370101 14.6015 No MI No 360
20370101 9.9765 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 13.4765 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 10.6015 No MI Yes 360
20070201 11.6015 No MI Yes 360
20370101 15.9765 No MI No 360
20370101 13.1015 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 9.9765 No MI Yes 360
20370101 12.4765 No MI No 360
20370101 10.4765 No MI No 360
20370101 12.1015 No MI No 360
20370102 11.8515 No MI No 360
20370101 8.9765 No MI No 360
20370101 12.2265 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 13.9765 No MI Yes 360
20370101 16.4765 No MI No 360
20370101 13.8515 No MI No 360
20370101 10.1015 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.7265 No MI No 360
20370101 16.1015 No MI No 360
20370101 7.9765 No MI No 360
20070201 15.7265 No MI Yes 360
20070201 13.3515 No MI Yes 360
20370101 9.2265 No MI No 360
20070201 9.3515 No MI Yes 360
20370101 10.7265 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.7265 No MI No 360
20370101 8.9765 No MI No 360
20370101 13.6015 No MI No 360
20370101 10.6015 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.6015 No MI Yes 360
20070201 13.1015 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 15.3515 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20070201 11.8515 No MI Yes 360
20370101 14.1015 No MI No 360
20370101 14.1015 No MI No 360
20370101 11.7265 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 13.2265 No MI Yes 360
20370101 10.8515 No MI No 360
20070201 10.6015 No MI Yes 360
20370101 13.2265 No MI No 360
20070201 12.6015 No MI Yes 360
20070201 10.4765 No MI Yes 360
20070201 9.3515 No MI Yes 360
20370101 8.8515 No MI No 360
20370101 8.7265 No MI No 360
20370101 10.9765 No MI No 360
20370101 9.1015 No MI No 360
20370101 8.2265 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 16.2265 No MI No 360
20370101 19.9765 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 13.4765 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 15.9765 No MI No 360
20370101 12.1015 No MI No 360
20070201 12.7265 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 8.9765 No MI Yes 360
20370101 10.6015 No MI No 360
20370101 11.1015 No MI No 360
20070201 16.2265 No MI Yes 360
20370101 19.9765 No MI No 360
20370101 13.3515 No MI No 360
20370101 11.3515 No MI No 360
20261101 13.7265 No MI No 240
20370101 13.2265 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 13.3515 No MI No 360
20070201 9.7265 No MI Yes 360
20370101 17.3515 No MI No 360
20370101 14.3515 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 10.3515 No MI No 360
20370101 10.9765 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 12.8515 No MI No 360
20370101 11.9765 No MI No 360
20070201 16.6015 No MI Yes 360
20370101 9.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.9765 No MI No 360
20070201 11.4765 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 9.2265 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.1015 No MI No 360
20370101 9.2265 No MI No 360
20370101 8.3515 No MI No 360
20370101 12.3515 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 9.4765 No MI No 360
20370101 13.1015 No MI No 360
20370101 9.9765 No MI No 360
20370101 12.2265 No MI No 360
20070201 12.7265 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 16.3515 No MI No 360
20370101 11.6015 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 10.8515 No MI Yes 360
20370101 8.2265 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 8.2265 No MI No 360
20370101 11.2265 No MI No 360
20370101 16.3515 No MI No 360
20370101 7.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 15.7265 No MI No 360
20370101 12.2265 No MI No 360
20370101 17.9765 No MI No 360
20070201 10.6015 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 10.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20361201 11.8515 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.9765 No MI No 360
20361201 11.3515 No MI No 360
20370101 11.4765 No MI No 360
20070201 9.4765 No MI Yes 360
20070201 11.3515 No MI Yes 360
20370101 14.7265 No MI No 360
20370101 14.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.8515 No MI No 360
20070201 7.7265 No MI Yes 360
20070201 11.8515 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 12.2265 No MI No 360
20370101 11.4765 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 9.2265 No MI No 360
20370101 13.7265 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 9.9615 No MI Yes 360
20370101 16.3515 No MI No 360
20070201 12.6015 No MI Yes 360
20070201 9.6015 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.9765 No MI No 360
20070201 15.6015 No MI Yes 360
20370101 16.4765 No MI No 360
20370101 13.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 10.1015 No MI No 360
20070201 16.4765 No MI Yes 360
20070201 15.6015 No MI Yes 360
20370101 14.9765 No MI No 360
20370101 17.1015 No MI No 360
20370101 9.4765 No MI No 360
20370101 15.1265 No MI No 360
20070201 8.9765 No MI Yes 360
20361101 11.9765 No MI No 360
20370101 13.9765 No MI No 360
20370101 9.9765 No MI No 360
20370101 8.6015 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 10.1015 No MI No 360
20070201 13.4765 No MI Yes 360
20070201 9.8515 No MI Yes 360
20070201 10.7265 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 9.7265 No MI Yes 360
20070201 10.4765 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 14.6015 No MI No 360
20070201 16.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 8.3515 No MI Yes 360
20070201 14.2265 No MI Yes 360
20370101 11.7265 No MI No 360
20070201 15.2265 No MI Yes 360
20370101 10.2265 No MI No 360
20370101 15.8515 No MI No 360
20370101 15.6015 No MI No 360
20370101 14.1015 No MI No 360
20370101 7.8515 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 7.2265 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 11.6015 No MI Yes 360
20070201 10.8515 No MI Yes 360
20070201 10.8515 No MI Yes 360
20070201 9.7265 No MI Yes 360
20370101 10.7265 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 13.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 13.9765 No MI No 360
20370101 10.4765 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 15.6015 No MI No 360
20370101 14.8515 No MI No 360
20070201 8.4765 No MI Yes 360
20070201 17.4765 No MI Yes 360
20070201 11.4765 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 15.7265 No MI No 360
20370101 16.1015 No MI No 360
20370101 12.8515 No MI No 360
20370101 15.3515 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 10.3515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 13.3515 No MI No 360
20070201 13.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 16.9765 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 15.2265 No MI No 360
20370101 12.6015 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 7.1015 No MI No 360
20370101 9.4765 No MI No 360
20370101 10.7265 No MI No 360
20070201 10.3515 No MI Yes 360
20361101 12.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 9.6015 No MI No 360
20070201 8.6015 No MI Yes 360
20220101 12.3515 No MI No 180
20370101 11.4765 No MI No 360
20370101 13.4765 No MI No 360
20370101 9.7265 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 14.2265 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 14.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 14.4765 No MI No 360
20370101 14.8515 No MI No 360
20370101 15.1015 No MI No 360
20070201 15.8515 No MI Yes 360
20070201 9.4765 No MI Yes 360
20070201 14.4765 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 14.4765 No MI Yes 360
20370101 7.9765 No MI No 360
20370101 14.4765 No MI No 360
20370101 9.4765 No MI No 360
20361201 14.4765 No MI No 360
20370101 10.2265 No MI No 360
20220101 15.7265 No MI No 180
20070201 10.2265 No MI Yes 360
20361101 10.9765 No MI No 360
20370101 9.2265 No MI No 360
20070201 15.9765 No MI Yes 360
20220101 12.1015 No MI No 180
20070201 12.1015 No MI Yes 360
20070201 10.7265 No MI Yes 360
20070201 13.2265 No MI Yes 360
20370101 11.1015 No MI No 360
20070201 12.7265 No MI Yes 360
20070201 13.1015 No MI Yes 360
20370101 14.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 14.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 9.4765 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 12.3515 No MI No 360
20370101 10.8515 No MI No 360
20370101 14.2265 No MI No 360
20070201 9.3515 No MI Yes 360
20361201 14.4765 No MI No 360
20361201 14.4765 No MI No 360
20370101 12.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 10.7265 No MI No 360
20070201 13.2265 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 14.1015 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 14.3515 No MI Yes 360
20370101 10.2265 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.8515 No MI No 360
20370101 9.2265 No MI No 360
20370101 12.6015 No MI No 360
20070201 9.9765 No MI Yes 360
20070201 8.4765 No MI Yes 360
20370101 12.7265 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 10.3515 No MI No 360
20370101 17.3515 No MI No 360
20070201 11.1015 No MI Yes 360
20370101 17.2265 No MI No 360
20370101 16.2265 No MI No 360
20370101 9.2265 No MI No 360
20070201 12.2265 No MI Yes 360
20070201 14.2265 No MI Yes 360
20370101 12.3515 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 9.7265 No MI No 360
20070201 15.9765 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 15.7265 No MI No 360
20370101 10.9765 No MI No 360
20370101 17.9765 No MI No 360
20370101 10.1015 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 14.9765 No MI No 360
20370101 12.8515 No MI No 360
20220101 13.2265 No MI No 180
20370101 7.7265 No MI No 360
20370101 10.3515 No MI No 360
20070201 10.7265 No MI Yes 360
20070201 14.3515 No MI Yes 360
20370101 7.6015 No MI No 360
20070201 8.2265 No MI Yes 360
20070201 11.3515 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 18.6015 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 9.7265 No MI No 360
20370101 11.4765 No MI No 360
20370101 13.3515 No MI No 360
20370101 14.1015 No MI No 360
20370101 14.6015 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 8.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.2265 No MI No 360
20370101 13.6015 No MI No 360
20070201 10.1015 No MI Yes 360
20370101 17.8515 No MI No 360
20370101 12.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.9765 No MI No 360
20070201 13.2265 No MI Yes 360
20070201 11.4765 No MI Yes 360
20370101 13.4765 No MI No 360
20370101 16.8515 No MI No 360
20070201 9.7265 No MI Yes 360
20070201 13.7265 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 11.2265 No MI Yes 360
20070201 13.1015 No MI Yes 360
20070201 9.8515 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 11.2265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 9.1015 No MI Yes 360
20370101 14.7265 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.1015 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.6015 No MI No 360
20070201 14.9765 No MI Yes 360
20370101 17.3515 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20361201 9.4765 No MI No 360
20070201 12.9765 No MI Yes 360
20361101 8.8515 No MI No 360
20070201 12.6015 No MI Yes 360
20361201 9.9765 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 13.6015 No MI No 360
20361201 10.2265 No MI No 360
20361201 8.9765 No MI No 360
20361201 9.9765 No MI No 360
20070201 14.8515 No MI Yes 360
20370101 14.7265 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.9765 No MI No 360
20070201 12.9765 No MI Yes 360
20370101 10.4765 No MI No 360
20070201 10.8515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 18.8515 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 10.4765 No MI No 360
20070201 9.7265 No MI Yes 360
20370101 11.7265 No MI No 360
20070201 7.9765 No MI Yes 360
20070201 10.6015 No MI Yes 360
20370101 8.7265 No MI No 360
20370101 12.9765 No MI No 360
20070201 9.6015 No MI Yes 360
20370101 15.9765 No MI No 360
20370101 12.6015 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.2265 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 13.8515 No MI No 360
20370101 13.4765 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 11.2265 No MI No 360
20370101 11.9765 No MI No 360
20070201 15.4765 No MI Yes 360
20070201 15.6015 No MI Yes 360
20370101 10.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.4765 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 7.4765 No MI Yes 360
20370101 17.8515 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 10.3515 No MI Yes 360
20070201 12.1765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 16.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 11.2265 No MI Yes 360
20070201 13.2265 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 10.9765 No MI No 360
20370101 12.6015 No MI No 360
20370101 9.4765 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 14.8515 No MI Yes 360
20370101 10.9765 No MI No 360
20370101 10.4765 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 11.1015 No MI Yes 360
20070201 14.7265 No MI Yes 360
20070201 16.8515 No MI Yes 360
20370101 12.4765 No MI No 360
20370101 13.1015 No MI No 360
20370101 13.2265 No MI No 360
20370101 15.8515 No MI No 360
20370101 12.2265 No MI No 360
20370101 14.7265 No MI No 360
20370101 12.3515 No MI No 360
20370101 13.4765 No MI No 360
20370101 12.2265 No MI No 360
20070201 15.2265 No MI Yes 360
20370101 13.3515 No MI No 360
20370101 14.2265 No MI No 360
20370101 9.7265 No MI No 360
20070201 8.4765 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 13.7265 No MI No 360
20370101 13.4765 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.4765 No MI No 360
20370101 8.2265 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 10.1015 No MI Yes 360
20220101 12.4765 No MI No 180
20370101 11.1015 No MI No 360
20070201 13.3515 No MI Yes 360
20070201 8.9765 No MI Yes 360
20370101 10.3515 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 10.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 11.4765 No MI Yes 360
20070201 9.9765 No MI Yes 360
20370101 9.2265 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 13.3515 No MI No 360
20070201 12.7265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 11.4765 No MI Yes 360
20370101 13.8515 No MI No 360
20070201 15.6015 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 14.8515 No MI No 360
20370101 8.7265 No MI No 360
20370101 10.1015 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 9.3515 No MI Yes 360
20070201 12.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 13.7265 No MI No 360
20370101 13.4765 No MI No 360
20370101 14.8515 No MI No 360
20370101 11.8515 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 11.6015 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 7.3515 No MI No 360
20370101 7.4765 No MI No 360
20370101 13.4765 No MI No 360
20070201 8.4765 No MI Yes 360
20070201 11.8515 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 12.9765 No MI Yes 360
20070201 13.2265 No MI Yes 360
20361201 13.6015 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 12.2265 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 8.2265 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 10.9765 No MI Yes 360
20370101 12.1015 No MI No 360
20370101 17.6015 No MI No 360
20370101 13.9765 No MI No 360
20220101 11.4765 No MI No 180
20070201 10.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 11.1015 No MI No 360
20070201 11.4765 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 8.6015 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 12.3515 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 11.8515 No MI Yes 360
20070201 10.4765 No MI Yes 360
20370101 9.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 14.1015 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 17.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 12.9765 No MI No 360
20370101 12.2265 No MI No 360
20070201 14.6015 No MI Yes 360
20370101 14.9765 No MI No 360
20370101 7.3515 No MI No 360
20370101 9.9765 No MI No 360
20370101 16.6015 No MI No 360
20370101 11.3515 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 13.3515 No MI No 360
20370101 13.4765 No MI No 360
20370101 13.3515 No MI No 360
20370101 13.3515 No MI No 360
20370101 14.1015 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 10.2265 No MI No 360
20370101 9.4765 No MI No 360
20370101 12.1015 No MI No 360
20070201 13.6015 No MI Yes 360
20370101 17.8515 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.7265 No MI No 360
20370101 15.3515 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 15.4765 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 7.1015 No MI Yes 360
20370101 13.1015 No MI No 360
20370101 14.7265 No MI No 360
20220101 9.1015 No MI No 180
20370101 11.8515 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.7265 No MI No 360
20370101 8.6015 No MI No 360
20370101 12.2265 No MI No 360
20370101 14.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 10.7265 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 12.4765 No MI No 360
20370101 12.4765 No MI No 360
20370101 13.9765 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 11.8515 No MI No 360
20070201 10.1015 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 9.9765 No MI No 360
20070201 14.6015 No MI Yes 360
20070201 9.7265 No MI Yes 360
20070201 8.3515 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.9765 No MI No 360
20360901 18.2265 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 15.3515 No MI No 360
20070201 16.7265 No MI Yes 360
20370101 14.4765 No MI No 360
20370101 8.4765 No MI No 360
20070201 11.4765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 10.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.4765 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 11.7265 No MI No 360
20370101 10.1015 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 11.4765 No MI No 360
20070201 9.8515 No MI Yes 360
20361101 8.3555 No MI No 360
20370101 12.2265 No MI No 360
20370101 8.8515 No MI No 360
20370101 13.4765 No MI No 360
20070201 12.2265 No MI Yes 360
20070201 10.3515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 13.4765 No MI No 360
20070201 17.1015 No MI Yes 360
20370101 13.3515 No MI No 360
20370101 11.7265 No MI No 360
20370101 14.1015 No MI No 360
20370101 14.2265 No MI No 360
20370101 13.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20070201 9.7265 No MI Yes 360
20370101 12.8515 No MI No 360
20070201 12.9765 No MI Yes 360
20370101 6.9765 No MI No 360
20370101 10.1015 No MI No 360
20370101 14.8515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 10.2265 No MI No 360
20220101 10.4765 No MI No 180
20370101 13.4765 No MI No 360
20070201 9.4765 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.8515 No MI No 360
20370101 13.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 14.7265 No MI No 360
20370101 14.9765 No MI No 360
20070201 14.8515 No MI Yes 360
20370101 12.3515 No MI No 360
20370101 13.4765 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 14.3515 No MI No 360
20370101 16.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 15.9765 No MI No 360
20370101 14.1015 No MI No 360
20370101 7.9765 No MI No 360
20070201 13.6015 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 10.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 13.3515 No MI No 360
20370101 13.7265 No MI No 360
20370101 9.8515 No MI No 360
20070201 13.8515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 9.7265 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 15.3515 No MI No 360
20361101 11.2265 No MI No 360
20370101 12.9765 No MI No 360
20370101 10.9765 No MI No 360
20070201 14.9765 No MI Yes 360
20370101 10.9765 No MI No 360
20070201 10.1015 No MI Yes 360
20070201 9.7265 No MI Yes 360
20361201 10.8515 No MI No 360
20070201 11.7265 No MI Yes 360
20361201 13.2265 No MI No 360
20370101 17.3515 No MI No 360
20070201 11.6015 No MI Yes 360
20070201 12.9765 No MI Yes 360
20370101 16.7265 No MI No 360
20370101 16.4765 No MI No 360
20370101 19.2265 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 17.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 7.3515 No MI No 360
20370101 8.6015 No MI No 360
20070201 10.1015 No MI Yes 360
20070201 12.9765 No MI Yes 360
20370101 14.2265 No MI No 360
20370101 10.9765 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 11.7265 No MI Yes 360
20361101 11.4665 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.9765 No MI No 360
20070201 14.3515 No MI Yes 360
20070201 14.9765 No MI Yes 360
20370101 14.1015 No MI No 360
20370101 14.3515 No MI No 360
20370101 12.3515 No MI No 360
20070201 11.4765 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 19.3515 No MI No 360
20361201 10.9765 No MI No 360
20370101 10.9765 No MI No 360
20370101 9.9765 No MI No 360
20361201 13.2265 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.1015 No MI No 360
20361201 17.2265 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 10.8515 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 10.1015 No MI No 360
20070201 10.2265 No MI Yes 360
20361201 10.3515 No MI No 360
20370101 14.4765 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.6015 No MI No 360
20361201 11.3515 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 14.2265 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 8.8515 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 16.4765 No MI No 360
20070201 14.2265 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 13.7265 No MI Yes 360
20070201 14.4765 No MI Yes 360
20370101 8.2265 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 10.4765 No MI Yes 360
20220101 8.7265 No MI No 180
20370101 18.1015 No MI No 360
20370101 11.3515 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 16.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 12.3515 No MI No 360
20070201 11.2265 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 12.2265 No MI Yes 360
20070201 8.7265 No MI Yes 360
20070201 12.9765 No MI Yes 360
20070201 12.9765 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 11.4765 No MI Yes 360
20070201 13.8515 No MI Yes 360
20370101 9.4765 No MI No 360
20370101 9.1015 No MI No 360
20070201 15.4765 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 14.3515 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 14.4765 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 16.1015 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 11.6015 No MI No 360
20370101 16.6015 No MI No 360
20370101 9.1015 No MI No 360
20370101 16.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 8.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.1015 No MI No 360
20370101 14.1015 No MI No 360
20370101 9.8515 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 12.3515 No MI Yes 360
20370101 16.2265 No MI No 360
20220101 18.7265 No MI No 180
20361201 11.4765 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 10.9765 No MI Yes 360
20370101 14.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 14.1015 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.1015 No MI No 360
20370101 14.4765 No MI No 360
20361101 17.4765 No MI No 360
20361001 9.3515 No MI No 360
20361201 12.9765 No MI No 360
20361201 11.6015 No MI No 360
20361201 12.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 10.7265 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 9.4765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 9.6015 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.6015 No MI No 360
20370101 8.3515 No MI No 360
20070201 16.1015 No MI Yes 360
20070201 11.8515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 19.1015 No MI No 360
20070201 13.8515 No MI Yes 360
20070201 11.8515 No MI Yes 360
20370101 11.2265 No MI No 360
20370101 15.3515 No MI No 360
20370101 13.4765 No MI No 360
20370101 9.8515 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 9.9765 No MI Yes 360
20370101 13.3515 No MI No 360
20370101 9.9765 No MI No 360
20370101 13.3515 No MI No 360
20070201 7.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 13.9765 No MI No 360
20070201 9.4765 No MI Yes 360
20070201 17.7265 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 9.8515 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 8.9765 No MI No 360
20070201 10.1015 No MI Yes 360
20070201 17.4765 No MI Yes 360
20370101 13.3515 No MI No 360
20370101 16.8515 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.2265 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 14.2265 No MI No 360
20070201 8.4765 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 11.6015 No MI No 360
20370101 13.6015 No MI No 360
20370101 16.1015 No MI No 360
20370101 11.7265 No MI No 360
20070201 11.6015 No MI Yes 360
20070201 12.6015 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 8.4765 No MI No 360
20070201 9.9765 No MI Yes 360
20070201 11.6015 No MI Yes 360
20070201 11.1015 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 15.6015 No MI No 360
20370101 16.8515 No MI No 360
20361201 14.4765 No MI No 360
20070201 14.4765 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 16.4765 No MI Yes 360
20370101 12.4765 No MI No 360
20070201 11.9765 No MI Yes 360
20361201 14.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 8.1015 No MI No 360
20370101 10.1015 No MI No 360
20370101 12.6015 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 17.1015 No MI No 360
20370101 9.9765 No MI No 360
20070201 15.6015 No MI Yes 360
20070201 10.2265 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 13.3515 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.1015 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 8.7265 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 9.2265 No MI No 360
20370101 13.6015 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 12.4765 No MI No 360
20370101 11.2265 No MI No 360
20070201 11.4765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 14.3515 No MI No 360
20370101 9.7265 No MI No 360
20361201 12.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.1015 No MI No 360
20370101 16.3515 No MI No 360
20370101 16.8515 No MI No 360
20370101 7.3515 No MI No 360
20370101 16.2265 No MI No 360
20370101 16.8515 No MI No 360
20370101 10.3515 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.7265 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 10.3515 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 10.2265 No MI Yes 360
20370101 13.6015 No MI No 360
20370101 11.2265 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 10.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 13.2265 No MI No 360
20070201 12.4765 No MI Yes 360
20361201 15.9765 No MI No 360
20070201 12.1015 No MI Yes 360
20361101 16.2265 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 11.2265 No MI No 360
20370101 11.4765 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 15.6015 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 9.6015 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 13.7265 No MI No 360
20370101 10.9765 No MI No 360
20370101 12.9765 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 9.7265 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 12.2265 No MI No 360
20361101 10.9765 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 11.4765 No MI Yes 360
20070201 10.4765 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 10.9765 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 8.9765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 18.1015 No MI No 360
20070201 9.8515 No MI Yes 360
20070201 9.2265 No MI Yes 360
20070201 10.1015 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 10.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 12.9765 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 17.2265 No MI No 360
20370101 11.8515 No MI No 360
20070201 12.9765 No MI Yes 360
20220101 10.2265 No MI No 180
20070201 8.9765 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 8.3515 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 9.3515 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 16.4765 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 8.8515 No MI Yes 360
20070201 10.8515 No MI Yes 360
20370101 11.8515 No MI No 360
20361101 10.3515 No MI No 360
20361101 13.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.2265 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 9.7265 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 9.8515 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.1015 No MI No 360
20370101 12.2265 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 11.7265 No MI No 360
20070201 14.8515 No MI Yes 360
20370101 11.3515 No MI No 360
20370101 9.7265 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.2265 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 15.1015 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 13.2265 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 9.4765 No MI No 360
20070201 14.1015 No MI Yes 360
20370101 12.1015 No MI No 360
20370101 7.9765 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 10.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 16.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.7265 No MI No 360
20070201 9.1015 No MI Yes 360
20370101 14.1015 No MI No 360
20370101 10.3515 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 14.8515 No MI No 360
20070201 13.4765 No MI Yes 360
20070201 12.4765 No MI Yes 360
20070201 10.3515 No MI Yes 360
20370101 17.1015 No MI No 360
20370101 10.9315 No MI No 360
20370101 14.1015 No MI No 360
20370101 8.2265 No MI No 360
20370101 14.8515 No MI No 360
20370101 15.9765 No MI No 360
20370101 15.9765 No MI No 360
20370101 9.6015 No MI No 360
20370101 13.1015 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 9.8515 No MI Yes 360
20070201 14.8515 No MI Yes 360
20361201 7.6015 No MI No 360
20370101 15.1015 No MI No 360
20070201 12.9765 No MI Yes 360
20370101 10.8515 No MI No 360
20361201 11.4765 No MI No 360
20370101 14.9765 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 18.2265 No MI No 360
20370101 9.2265 No MI No 360
20370101 8.2265 No MI No 360
20370101 13.7265 No MI No 360
20370101 7.6015 No MI No 360
20370101 11.3515 No MI No 360
20370101 18.4765 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 13.1015 No MI Yes 360
20370101 8.4765 No MI No 360
20361201 9.7265 No MI No 360
20361201 9.4765 No MI No 360
20370101 12.8515 No MI No 360
20370101 9.6015 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.4765 No MI No 360
20370101 13.6015 No MI No 360
20361201 12.4765 No MI No 360
20220101 11.8515 No MI No 180
20370101 14.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 14.2265 No MI No 360
20070201 9.8515 No MI Yes 360
20370101 13.7265 No MI No 360
20370101 9.4765 No MI No 360
20070201 13.1015 No MI Yes 360
20070201 13.3515 No MI Yes 360
20361201 11.7265 No MI No 360
20370101 11.7265 No MI No 360
20361201 14.3515 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 13.3515 No MI Yes 360
20361201 11.4765 No MI No 360
20070201 8.4765 No MI Yes 360
20070201 16.1015 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 13.1015 No MI Yes 360
20361101 11.8515 No MI No 360
20070201 11.8515 No MI Yes 360
20360901 13.9765 No MI No 360
20070201 15.2265 No MI Yes 360
20361001 14.4765 No MI No 360
20370101 10.7265 No MI No 360
20370101 12.2265 No MI No 360
20361217 11.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.4665 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.3515 No MI No 360
20361201 10.6015 No MI No 360
20370101 12.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.7265 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 8.9765 No MI No 360
20370101 10.6015 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 8.8515 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.9765 No MI No 360
20370101 12.9765 No MI No 360
20370101 8.9765 No MI No 360
20370101 13.9765 No MI No 360
20370101 11.6015 No MI No 360
20370101 6.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.9765 No MI No 360
20370101 19.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.4765 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 16.9765 No MI No 360
20370101 11.2265 No MI No 360
20370101 13.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 16.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.8515 No MI No 360
20370101 13.7265 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 6.9765 No MI No 360
20370101 9.2265 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.4765 No MI No 360
20370101 18.8515 No MI No 360
20370101 10.8515 No MI No 360
20370101 14.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 13.7265 No MI No 360
20370101 8.1015 No MI No 360
20370101 9.8515 No MI No 360
20370101 17.1015 No MI No 360
20370101 11.3515 No MI No 360
20361201 11.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.4765 No MI No 360
20370101 15.3515 No MI No 360
20370101 8.7265 No MI No 360
20370101 9.7265 No MI No 360
20370101 9.6015 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 9.8515 No MI No 360
20370101 12.4765 No MI No 360
20370101 10.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 9.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.7265 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.3515 No MI No 360
20370101 11.7265 No MI No 360
20370101 10.6015 No MI No 360
20370101 13.9765 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.2265 No MI No 360
20370101 9.4765 No MI No 360
20370101 10.6015 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 13.8515 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.7265 No MI No 360
20370101 9.9765 No MI No 360
20370101 13.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 15.3515 No MI No 360
20370101 7.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 6.8515 No MI No 360
20370101 10.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 8.4765 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.6015 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.3515 No MI No 360
20370101 7.3515 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.9765 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.1015 No MI No 360
20370101 13.1015 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 7.3515 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.1015 No MI No 360
20370101 8.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 13.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.1015 No MI No 360
20370101 8.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 9.6015 No MI No 360
20370101 15.8515 No MI No 360
20370101 14.2265 No MI No 360
20370101 13.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 14.4765 No MI No 360
20370101 9.4765 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.6015 No MI No 360
20370101 16.7265 No MI No 360
20370101 9.3515 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.2265 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 9.4765 No MI No 360
20370101 8.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.1015 No MI No 360
20370101 8.7265 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.6015 No MI No 360
20370101 10.7265 No MI No 360
20370101 12.7265 No MI No 360
20370101 10.8515 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.7265 No MI No 360
20370101 14.1015 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 9.8515 No MI No 360
20370101 9.9765 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 15.2265 No MI No 360
20370101 10.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 8.6015 No MI No 360
20370101 9.6015 No MI No 360
20370101 12.8515 No MI No 360
20370101 15.2265 No MI No 360
20370101 15.8515 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.7265 No MI No 360
20370101 9.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.1015 No MI No 360
20370101 13.4765 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 7.7265 No MI No 360
20370101 10.7265 No MI No 360
20370101 9.9765 No MI No 360
20370101 10.1015 No MI No 360
20370101 12.3515 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.7265 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.3515 No MI No 360
20370101 13.3515 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 15.1015 No MI No 360
20370101 10.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 15.2265 No MI No 360
20370101 12.6015 No MI No 360
20370101 15.1015 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.7265 No MI No 360
20370101 13.9765 No MI No 360
20370101 7.2265 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 9.4765 No MI No 360
20370101 10.8515 No MI No 360
20370101 8.7265 No MI No 360
20370101 11.7265 No MI No 360
20370101 12.4765 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.6015 No MI No 360
20370101 9.2265 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 9.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 10.7265 No MI No 360
20370101 12.3515 No MI No 360
20370101 13.8515 No MI No 360
20370101 9.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.6015 No MI No 360
20370101 8.4765 No MI No 360
20370101 12.8515 No MI No 360
20370101 10.8515 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 9.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.8515 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.1015 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.1015 No MI No 360
20370101 13.6015 No MI No 360
20370101 9.1015 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.7265 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 13.9765 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.6015 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 12.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 14.6015 No MI No 360
20370101 14.3515 No MI No 360
20370101 11.3515 No MI No 360
20370101 9.3515 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.8515 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.3515 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 9.3515 No MI No 360
20370101 12.6015 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 7.9765 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.4765 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.8515 No MI No 360
20370101 13.1015 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.6015 No MI No 360
20370101 16.8515 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.1015 No MI No 360
20370101 13.8515 No MI No 360
20370101 12.2265 No MI No 360
20370101 13.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.1015 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.2265 No MI No 360
20370101 9.8515 No MI No 360
20370101 12.4765 No MI No 360
20370101 16.9765 No MI No 360
20370101 12.2265 No MI No 360
20370101 16.9765 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.3515 No MI No 360
20370101 8.9765 No MI No 360
20370101 12.6015 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.7265 No MI No 360
20370101 13.9765 No MI No 360
20370101 11.3515 No MI No 360
20370101 9.2265 No MI No 360
20370101 15.3515 No MI No 360
20370101 13.2265 No MI No 360
20370101 12.4765 No MI No 360
20370101 13.3515 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.1015 No MI No 360
20370101 9.6015 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.8515 No MI No 360
20370101 14.6015 No MI No 360
20370101 9.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 9.9765 No MI No 360
20370101 14.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 14.2265 No MI No 360
20370101 10.2265 No MI No 360
20370101 8.7265 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.6015 No MI No 360
20370101 14.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.2265 No MI No 360
20370101 10.2265 No MI No 360
20361201 12.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 10.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 12.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 9.7265 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 15.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 13.3515 No MI No 360
20370101 11.7265 No MI No 360
20370101 14.6015 No MI No 360
20370101 9.4765 No MI No 360
20370101 13.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.6015 No MI No 360
20370101 9.6015 No MI No 360
20370101 9.8515 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.9765 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.1015 No MI No 360
20370101 9.1015 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.3515 No MI No 360
20370101 12.4765 No MI No 360
20370101 13.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 8.9765 No MI No 360
20370101 16.1015 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.6015 No MI No 360
20370101 10.9765 No MI No 360
20370101 13.8515 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 14.1015 No MI No 360
20370101 13.1015 No MI No 360
20370101 11.1015 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.7265 No MI No 360
20370101 11.2265 No MI No 360
20370101 13.1015 No MI No 360
20370101 9.3515 No MI No 360
20370101 14.3515 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 13.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.8515 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.8515 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.4765 No MI No 360
20370101 10.4765 No MI No 360
20370101 8.9765 No MI No 360
20370101 11.2265 No MI No 360
20370101 14.1015 No MI No 360
20370101 10.4765 No MI No 360
20370101 14.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 7.8515 No MI No 360
20370101 11.2265 No MI No 360
20370101 13.3515 No MI No 360
20370101 6.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.3515 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 14.7265 No MI No 360
20370101 10.9765 No MI No 360
20370101 13.7265 No MI No 360
20370101 8.8515 No MI No 360
20370101 10.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 16.8515 No MI No 360
20370101 16.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.4765 No MI No 360
20370101 9.1015 No MI No 360
20370101 14.3515 No MI No 360
20370101 13.7265 No MI No 360
20370101 10.9765 No MI No 360
20370101 10.4765 No MI No 360
20370101 17.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.7265 No MI No 360
20370101 9.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.6015 No MI No 360
20361201 14.6015 No MI No 360
20370101 10.3515 No MI No 360
20370101 9.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.6015 No MI No 360
20361201 10.7265 No MI No 360
20370101 12.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.7265 No MI No 360
20370101 9.9765 No MI No 360
20361201 11.1015 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.3515 No MI No 360
20370101 8.8515 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 9.8515 No MI No 360
20370101 9.4765 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.7265 No MI No 360
20370101 12.8515 No MI No 360
20370101 8.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.6015 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.6015 No MI No 360
20370101 9.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 13.2265 No MI No 360
20361201 9.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 7.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 7.4765 No MI No 360
20370101 11.6015 No MI No 360
20220101 11.9765 No MI No 180
20370101 11.1015 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.8515 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 15.8515 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 8.7265 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.8515 No MI No 360
20370101 16.6015 No MI No 360
20370101 9.2265 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.3515 No MI No 360
20370101 13.3515 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.1015 No MI No 360
20370101 9.4765 No MI No 360
20370101 13.9765 No MI No 360
20361201 11.1015 No MI No 360
20370101 10.2265 No MI No 360
20370101 9.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.6015 No MI No 360
20370101 14.9765 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.8515 No MI No 360
20370101 10.4765 No MI No 360
20370101 10.7265 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 8.4765 No MI No 360
20370101 13.9765 No MI No 360
20361201 9.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.7265 No MI No 360
20370101 12.3515 No MI No 360
20370101 15.4765 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.4765 No MI No 360
20370101 6.8515 No MI No 360
20370101 7.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.6015 No MI No 360
20370101 13.9765 No MI No 360
20370101 11.4765 No MI No 360
20361201 12.2265 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 15.2265 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 9.3515 No MI No 360
20370101 11.9765 No MI No 360
20070201 13.9765 No MI Yes 360
20361201 13.6015 No MI No 360
20361101 7.9765 No MI No 360
20361101 11.8515 No MI No 360
20370101 12.4765 No MI No 360
20361001 10.9765 No MI No 360
20361101 13.4765 No MI No 360
20361201 11.9765 No MI No 360
20361101 9.8515 No MI No 360
20361201 14.7265 No MI No 360
20370101 11.4765 No MI No 360
20361201 8.6015 No MI No 360
20370101 12.2265 No MI No 360
20070201 11.6015 No MI Yes 360
20370101 12.3515 No MI No 360
20370101 10.2265 No MI No 360
20361101 7.8515 No MI No 360
20361101 12.2265 No MI No 360
20361001 15.4765 No MI No 360
20361201 15.4765 No MI No 360
20361101 15.2265 No MI No 360
20370101 11.4765 No MI No 360
20070201 12.3515 No MI Yes 360
20070201 14.2265 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 15.3515 No MI Yes 360
20070201 9.6015 No MI Yes 360
20370101 14.4765 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 14.1015 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 15.6015 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 10.1015 No MI No 360
20070201 12.7265 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 10.4765 No MI No 360
20361101 11.7265 No MI No 360
20070201 11.7265 No MI Yes 360
20361101 9.7265 No MI No 360
20070201 11.1015 No MI Yes 360
20361001 12.2265 No MI No 360
20070201 15.3515 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 13.4765 No MI No 360
20070201 16.4765 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 11.6015 No MI No 360
20070201 8.9015 No MI Yes 360
20070201 15.8515 No MI Yes 360
20070201 15.8515 No MI Yes 360
20070201 9.8515 No MI Yes 360
20370101 9.6015 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 10.6015 No MI No 360
20361201 9.8515 No MI No 360
20370101 9.3515 No MI No 360
20070201 10.7265 No MI Yes 360
20070201 10.1015 No MI Yes 360
20070201 8.9765 No MI Yes 360
20070201 13.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 16.3515 No MI Yes 360
20370101 12.4765 No MI No 360
20370101 8.8515 No MI No 360
20370101 9.4765 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 15.7895 No MI No 360
20370101 12.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 16.7265 No MI No 360
20370101 9.7265 No MI No 360
20370101 11.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.8515 No MI No 360
20370101 9.7265 No MI No 360
20370101 14.3515 No MI No 360
20370101 9.8515 No MI No 360
20370101 12.6015 No MI No 360
20361201 10.4765 No MI No 360
20370101 10.7265 No MI No 360
20370101 8.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.9765 No MI No 360
20370101 13.2265 No MI No 360
20220101 10.8515 No MI No 180
20370101 12.1015 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 8.9765 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 15.7265 No MI No 360
20070201 9.8515 No MI Yes 360
20070201 10.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 16.3515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 10.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 16.3515 No MI No 360
20370101 9.7265 No MI No 360
20070201 9.2265 No MI Yes 360
20070201 10.1015 No MI Yes 360
20361201 11.6015 No MI No 360
20370101 16.6015 No MI No 360
20370101 8.8515 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 15.2265 No MI No 360
20370101 9.1015 No MI No 360
20070201 9.2265 No MI Yes 360
20370101 14.2265 No MI No 360
20370101 10.6015 No MI No 360
20370101 9.7265 No MI No 360
20370101 9.8515 No MI No 360
20370101 15.3515 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 13.7265 No MI Yes 360
20370101 10.7265 No MI No 360
20370101 13.3515 No MI No 360
20370101 9.7265 No MI No 360
20070201 10.8515 No MI Yes 360
20070201 10.2015 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 15.3515 No MI No 360
20270101 13.4765 No MI No 240
20370101 12.1015 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.2265 No MI No 360
20361201 13.3515 No MI No 360
20370101 9.7265 No MI No 360
20370101 15.2265 No MI No 360
20370101 12.1015 No MI No 360
20070201 12.2265 No MI Yes 360
20070201 11.4765 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.1015 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 13.6015 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 11.8515 No MI Yes 360
20070201 11.3515 No MI Yes 360
20370101 14.3515 No MI No 360
20370101 10.1015 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20361201 14.1015 No MI No 360
20370101 13.9765 No MI No 360
20370101 7.7265 No MI No 360
20370101 16.9765 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 9.7265 No MI No 360
20370101 8.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 14.2265 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 9.1015 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 9.7265 No MI No 360
20070201 11.2265 No MI Yes 360
20070201 9.1015 No MI Yes 360
20370101 9.4765 No MI No 360
20370101 13.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 10.6015 No MI No 360
20370101 7.9765 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 13.4765 No MI No 360
20070201 16.3515 No MI Yes 360
20070201 9.2265 No MI Yes 360
20370101 15.9765 No MI No 360
20370101 10.4765 No MI No 360
20370101 7.9765 No MI No 360
20370101 15.3515 No MI No 360
20070201 9.7265 No MI Yes 360
20070201 6.3515 No MI Yes 360
20070201 9.3515 No MI Yes 360
20370101 7.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 9.4765 No MI No 360
20361201 12.2265 No MI No 360
20370101 8.9765 No MI No 360
20361001 8.8515 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.8515 No MI No 360
20361201 8.9765 No MI No 360
20370101 12.1015 No MI No 360
20070201 12.9765 No MI Yes 360
20370101 15.6015 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 10.4765 No MI Yes 360
20370101 13.2265 No MI No 360
20070201 16.8515 No MI Yes 360
20070201 14.6015 No MI Yes 360
20070201 15.2265 No MI Yes 360
20070201 15.1015 No MI Yes 360
20070201 15.3515 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 11.3515 No MI No 360
20370101 10.2265 No MI No 360
20220101 10.1015 No MI No 180
20370101 8.6015 No MI No 360
20370101 12.8515 No MI No 360
20370101 12.3515 No MI No 360
20370101 14.3515 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 11.6015 No MI No 360
20370101 16.2265 No MI No 360
20070201 8.9765 No MI Yes 360
20070201 10.6015 No MI Yes 360
20370101 11.8515 No MI No 360
20361001 9.4765 No MI No 360
20370101 12.3515 No MI No 360
20070201 16.9765 No MI Yes 360
20370101 12.3515 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 16.4765 No MI No 360
20370101 11.4765 No MI No 360
20220101 16.4765 No MI No 180
20070201 8.1015 No MI Yes 360
20070201 9.2265 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.3515 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 10.6015 No MI Yes 360
20070201 8.2265 No MI Yes 360
20370101 11.7265 No MI No 360
20370101 13.4765 No MI No 360
20360901 8.4665 No MI No 360
20070201 15.6015 No MI Yes 360
20070201 16.2265 No MI Yes 360
20370101 10.4765 No MI No 360
20360901 8.9765 No MI No 360
20070201 13.9765 No MI Yes 360
20070201 8.7265 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 11.4765 No MI No 360
20070201 16.2265 No MI Yes 360
20070201 8.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 10.9765 No MI No 360
20370101 8.4765 No MI No 360
20070201 9.8515 No MI Yes 360
20070201 9.3515 No MI Yes 360
20220101 8.8515 No MI No 180
20070201 8.1015 No MI Yes 360
20070201 12.9765 No MI Yes 360
20070201 10.4765 No MI Yes 360
20070201 17.9765 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 8.9765 No MI No 360
20070201 9.8515 No MI Yes 360
20370101 10.6015 No MI No 360
20370101 14.6015 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 16.8515 No MI No 360
20370101 15.8515 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20361101 11.9765 No MI No 360
20370101 8.7265 No MI No 360
20370101 16.6015 No MI No 360
20070201 7.9765 No MI Yes 360
20370101 9.7265 No MI No 360
20070201 14.2265 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 10.6015 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 9.7265 No MI No 360
20370101 9.2265 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 15.2265 No MI No 360
20370101 9.2265 No MI No 360
20370101 8.1015 No MI No 360
20070201 15.3515 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 11.3515 No MI No 360
20370101 16.3515 No MI No 360
20370101 17.2265 No MI No 360
20370101 13.1015 No MI No 360
20070201 16.3515 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 13.1015 No MI No 360
20370101 18.4765 No MI No 360
20370101 9.7265 No MI No 360
20370101 16.4765 No MI No 360
20370101 8.9765 No MI No 360
20370101 13.7265 No MI No 360
20370101 11.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 9.7265 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.9765 No MI No 360
20360601 13.9765 No MI No 360
20370101 10.2265 No MI No 360
20070201 15.1015 No MI Yes 360
20370101 12.1015 No MI No 360
20370101 10.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 15.1015 No MI No 360
20370101 17.8515 No MI No 360
20370101 7.4765 No MI No 360
20070201 11.1015 No MI Yes 360
20370101 12.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 8.1015 No MI No 360
20070201 17.4765 No MI Yes 360
20370101 14.8515 No MI No 360
20070201 10.7265 No MI Yes 360
20361201 7.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.2265 No MI No 360
20360901 15.2265 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 9.8515 No MI No 360
20370101 12.1015 No MI No 360
20070201 12.2265 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 11.7265 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.8515 No MI No 360
20070201 9.6015 No MI Yes 360
20370101 9.8515 No MI No 360
20070201 12.3515 No MI Yes 360
20070201 8.9765 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 15.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.1015 No MI No 360
20370101 8.9765 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 10.3965 No MI Yes 360
20070201 17.2265 No MI Yes 360
20070201 11.2265 No MI Yes 360
20070201 12.9765 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 10.4665 No MI No 360
20370101 13.4765 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.6015 No MI No 360
20370101 16.3515 No MI No 360
20370101 8.3515 No MI No 360
20370101 12.9765 No MI No 360
20070201 10.1015 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 9.4765 No MI No 360
20070201 10.7265 No MI Yes 360
20070201 11.4765 No MI Yes 360
20070201 9.1015 No MI Yes 360
20070201 10.8515 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 9.2265 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 10.1015 No MI No 360
20070201 15.6015 No MI Yes 360
20370101 12.7265 No MI No 360
20070201 11.4765 No MI Yes 360
20370101 10.6015 No MI No 360
20370101 11.8515 No MI No 360
20370101 11.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 13.3515 No MI No 360
20370101 11.6015 No MI No 360
20070201 11.1015 No MI Yes 360
20370101 16.3515 No MI No 360
20070201 11.4765 No MI Yes 360
20070201 11.1015 No MI Yes 360
20070201 11.4765 No MI Yes 360
20070201 15.2265 No MI Yes 360
20070201 10.8515 No MI Yes 360
20370101 10.9765 No MI No 360
20370101 13.1015 No MI No 360
20370101 12.9765 No MI No 360
20070201 14.4765 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.6015 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.3515 No MI No 360
20370101 11.4765 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 13.7265 No MI No 360
20370101 12.9765 No MI No 360
20070201 17.1015 No MI Yes 360
20220101 15.7265 No MI No 180
20370101 14.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.3515 No MI No 360
20070201 12.7265 No MI Yes 360
20370101 9.4765 No MI No 360
20370101 16.1015 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.6015 No MI No 360
20070201 9.7265 No MI Yes 360
20370101 15.1015 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 9.4765 No MI No 360
20070201 13.2265 No MI Yes 360
20070201 13.9765 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 9.6015 No MI No 360
20370101 17.2265 No MI No 360
20370101 13.4765 No MI No 360
20070201 12.4765 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 16.6015 No MI No 360
20070201 16.8515 No MI Yes 360
20070201 10.1015 No MI Yes 360
20370101 9.7265 No MI No 360
20370101 8.9765 No MI No 360
20370101 15.6015 No MI No 360
20361201 10.3515 No MI No 360
20361201 12.3515 No MI No 360
20361201 15.2265 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 8.8515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 11.8515 No MI No 360
20070201 16.9765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 13.4765 No MI No 360
20370101 13.4765 No MI No 360
20370101 12.3515 No MI No 360
20370101 15.8515 No MI No 360
20220101 13.6015 No MI No 180
20361201 16.1015 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.2265 No MI Yes 360
20361201 10.6015 No MI No 360
20070201 12.2265 No MI Yes 360
20070201 12.3515 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 10.1265 No MI Yes 360
20361201 14.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 10.9765 No MI No 360
20370101 8.7265 No MI No 360
20070201 13.4765 No MI Yes 360
20070201 11.6015 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 11.3515 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 8.2265 No MI No 360
20370101 12.9765 No MI No 360
20361101 8.9765 No MI No 360
20370101 18.1015 No MI No 360
20070201 10.9765 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 12.1015 No MI No 360
20370101 9.3515 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 10.2265 No MI No 360
20370101 12.3515 No MI No 360
20370101 16.4765 No MI No 360
20370101 10.2265 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 12.6015 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 12.4765 No MI Yes 360
20361201 11.1015 No MI No 360
20361201 10.2265 No MI No 360
20070201 9.3515 No MI Yes 360
20370101 16.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.7265 No MI No 360
20370101 13.9765 No MI No 360
20070201 12.7265 No MI Yes 360
20361201 14.2265 No MI No 360
20370101 9.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 13.2265 No MI No 360
20370101 14.4765 No MI No 360
20070201 14.4765 No MI Yes 360
20070201 14.4765 No MI Yes 360
20070201 14.4765 No MI Yes 360
20070201 13.4765 No MI Yes 360
20070201 14.4765 No MI Yes 360
20370101 10.3515 No MI No 360
20370101 12.3515 No MI No 360
20361201 10.9765 No MI No 360
20361101 9.8515 No MI No 360
20070201 12.7265 No MI Yes 360
20070201 12.7265 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 16.4765 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 10.3515 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 14.2265 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 13.4765 No MI No 360
20220101 12.9765 No MI No 180
20070201 14.4765 No MI Yes 360
20370101 11.2265 No MI No 360
20370101 17.7265 No MI No 360
20070201 10.8515 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 8.6015 No MI No 360
20070201 13.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 12.6015 No MI Yes 360
20070201 13.7265 No MI Yes 360
20220101 14.4765 No MI No 180
20370101 15.2265 No MI No 360
20370101 13.7265 No MI No 360
20361101 10.6015 No MI No 360
20070201 11.9765 No MI Yes 360
20360901 10.8515 No MI No 360
20361101 13.8515 No MI No 360
20370101 6.4765 No MI No 360
20361001 12.4765 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 11.8515 No MI No 360
20361101 13.8515 No MI No 360
20361201 15.1015 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 13.7265 No MI No 360
20370101 10.1015 No MI No 360
20070201 12.7265 No MI Yes 360
20370101 12.8515 No MI No 360
20361201 11.1765 No MI No 360
20370101 6.6015 No MI No 360
20070201 11.8515 No MI Yes 360
20361201 12.1015 No MI No 360
20070201 10.7265 No MI Yes 360
20361201 13.3515 No MI No 360
20070201 11.8515 No MI Yes 360
20220101 9.1015 No MI No 180
20370101 11.9765 No MI No 360
20370101 10.8515 No MI No 360
20070201 19.1015 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 9.2265 No MI No 360
20370101 6.3515 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.4765 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 9.2265 No MI Yes 360
20361001 9.7265 No MI No 360
20370101 8.2265 No MI No 360
20211201 14.4765 No MI No 180
20361201 14.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 13.1015 No MI No 360
20070201 9.8515 No MI Yes 360
20370101 17.6015 No MI No 360
20070201 12.8515 No MI Yes 360
20070201 9.8515 No MI Yes 360
20370101 11.6015 No MI No 360
20370101 11.7265 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.7265 No MI No 360
20370101 16.3515 No MI No 360
20370101 7.1015 No MI No 360
20370101 8.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 10.4765 No MI No 360
20370101 11.1015 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 13.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20361201 12.9765 No MI No 360
20370101 13.6015 No MI No 360
20070201 13.3515 No MI Yes 360
20070201 10.2265 No MI Yes 360
20370101 8.6015 No MI No 360
20370101 7.2265 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 8.3515 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 14.3515 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 10.9765 No MI No 360
20361001 9.1465 No MI No 360
20370101 10.4765 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 6.8515 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 11.3515 No MI Yes 360
20370101 12.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 13.6015 No MI No 360
20070201 14.2265 No MI Yes 360
20070201 9.8515 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 15.2265 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 10.3515 No MI Yes 360
20370101 14.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 16.1015 No MI No 360
20070201 9.3515 No MI Yes 360
20370101 15.1015 No MI No 360
20370101 10.9765 No MI No 360
20370101 15.4765 No MI No 360
20370101 17.8515 No MI No 360
20370101 11.8515 No MI No 360
20070201 10.6015 No MI Yes 360
20361201 9.3515 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 10.6015 No MI Yes 360
20070201 12.1015 No MI Yes 360
20311101 10.2265 No MI No 300
20070201 10.7265 No MI Yes 360
20370101 10.7265 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 13.4765 No MI No 360
20370101 10.4765 No MI No 360
20361201 14.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 7.4765 No MI No 360
20370101 11.7265 No MI No 360
20370101 15.4765 No MI No 360
20370101 16.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 7.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 8.2265 No MI No 360
20361201 12.6015 No MI No 360
20370101 15.8515 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 16.2265 No MI Yes 360
20070201 14.2265 No MI Yes 360
20070201 11.4765 No MI Yes 360
20370101 9.8515 No MI No 360
20370101 13.7265 No MI No 360
20370101 13.6015 No MI No 360
20370101 14.1015 No MI No 360
20370101 16.1015 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 9.8515 No MI Yes 360
20370101 11.3515 No MI No 360
20070201 18.2265 No MI Yes 360
20370101 14.1015 No MI No 360
20220101 11.9765 No MI No 180
20370101 10.9765 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 12.3515 No MI No 360
20070201 10.1015 No MI Yes 360
20361201 10.8515 No MI No 360
20361201 17.2265 No MI No 360
20361201 10.7265 No MI No 360
20370101 11.2265 No MI No 360
20370101 11.7265 No MI No 360
20361201 13.1015 No MI No 360
20361201 12.2265 No MI No 360
20361201 16.9765 No MI No 360
20070201 15.7265 No MI Yes 360
20370101 9.4765 No MI No 360
20070201 12.1015 No MI Yes 360
20361201 12.8515 No MI No 360
20361201 14.2265 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 11.6015 No MI Yes 360
20370101 9.7265 No MI No 360
20370101 12.4765 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 9.2265 No MI No 360
20070201 12.4765 No MI Yes 360
20370101 8.4765 No MI No 360
20370101 14.2265 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 10.9765 No MI No 360
20070201 9.8515 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 14.7265 No MI Yes 360
20070201 8.4765 No MI Yes 360
20370101 9.6015 No MI No 360
20370101 18.1015 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 7.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 11.3515 No MI No 360
20370101 13.7265 No MI No 360
20370101 14.4765 No MI No 360
20370101 12.9765 No MI No 360
20070201 14.6015 No MI Yes 360
20361201 9.2265 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 14.2265 No MI Yes 360
20370101 12.7265 No MI No 360
20370101 11.7265 No MI No 360
20070201 10.1015 No MI Yes 360
20370101 7.4765 No MI No 360
20220101 12.3515 No MI No 180
20370101 13.4765 No MI No 360
20070201 9.7265 No MI Yes 360
20070201 10.1015 No MI Yes 360
20361201 15.9765 No MI No 360
20070201 13.1015 No MI Yes 360
20370101 9.9765 No MI No 360
20361201 10.7265 No MI No 360
20070201 12.2265 No MI Yes 360
20361101 12.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 9.6015 No MI No 360
20361101 11.7265 No MI No 360
20361201 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 8.3515 No MI No 360
20070201 12.4765 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 13.7265 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 11.4765 No MI Yes 360
20070201 9.8515 No MI Yes 360
20070201 9.9765 No MI Yes 360
20070201 12.2265 No MI Yes 360
20070201 18.7265 No MI Yes 360
20361201 7.2265 No MI No 360
20070201 10.7265 No MI Yes 360
20370101 12.6015 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 9.8515 No MI No 360
20070201 14.2265 No MI Yes 360
20370101 13.7265 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 11.4765 No MI Yes 360
20361201 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20070201 15.7265 No MI Yes 360
20070201 13.9765 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 12.9765 No MI No 360
20070201 10.1015 No MI Yes 360
20070201 10.9765 No MI Yes 360
20361201 14.4765 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 11.6015 No MI No 360
20370101 12.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 8.8515 No MI No 360
20070201 9.7265 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 11.1015 No MI No 360
20220101 14.2265 No MI No 180
20361201 7.7265 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 8.7265 No MI No 360
20370101 9.9765 No MI No 360
20370101 18.4765 No MI No 360
20070201 10.2265 No MI Yes 360
20361201 12.7265 No MI No 360
20361201 8.3515 No MI No 360
20361201 10.9765 No MI No 360
20370101 13.2265 No MI No 360
20361201 12.2265 No MI No 360
20361101 11.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 7.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 9.8515 No MI No 360
20361201 8.9765 No MI No 360
20070201 12.9765 No MI Yes 360
20361201 9.7265 No MI No 360
20361001 13.2265 No MI No 360
20361201 13.3515 No MI No 360
20361201 13.9765 No MI No 360
20361201 9.7265 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.2265 No MI No 360
20070201 11.2265 No MI Yes 360
20361201 15.6015 No MI No 360
20361201 15.6015 No MI No 360
20070201 10.2265 No MI Yes 360
20070201 10.2265 No MI Yes 360
20361201 13.2265 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 8.9765 No MI No 360
20361201 14.1015 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 11.8515 No MI No 360
20070201 11.9765 No MI Yes 360
20361201 9.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 15.4765 No MI Yes 360
20361201 10.9765 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 9.9765 No MI Yes 360
20070201 13.2265 No MI Yes 360
20361201 14.8515 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.9765 No MI No 360
20070201 10.7265 No MI Yes 360
20070201 14.2265 No MI Yes 360
20070201 13.2265 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 8.1015 No MI No 360
20361201 15.3515 No MI No 360
20070201 11.2265 No MI Yes 360
20361201 13.3515 No MI No 360
20370101 7.1015 No MI No 360
20370101 9.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.4765 No MI No 360
20070201 13.8515 No MI Yes 360
20361201 8.2265 No MI No 360
20070201 10.6015 No MI Yes 360
20370101 12.9765 No MI No 360
20370101 13.3515 No MI No 360
20370101 10.3515 No MI No 360
20370101 13.1015 No MI No 360
20070201 15.9765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20361101 16.8515 No MI No 360
20361201 13.2265 No MI No 360
20070201 15.4765 No MI Yes 360
20070201 11.6015 No MI Yes 360
20070201 11.8515 No MI Yes 360
20370101 7.4765 No MI No 360
20370101 17.1015 No MI No 360
20370101 16.2265 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 10.1015 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 12.9765 No MI No 360
20370101 9.9765 No MI No 360
20220101 10.6015 No MI No 180
20370101 13.4765 No MI No 360
20370101 7.9765 No MI No 360
20370101 14.3515 No MI No 360
20070201 9.6015 No MI Yes 360
20370101 8.9765 No MI No 360
20370101 9.2265 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 9.2265 No MI No 360
20070201 13.4765 No MI Yes 360
20070201 8.9765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 13.4765 No MI Yes 360
20070201 10.9765 No MI Yes 360
20370101 15.9765 No MI No 360
20070201 15.1015 No MI Yes 360
20220101 13.9765 No MI No 180
20370101 9.6015 No MI No 360
20370101 11.4765 No MI No 360
20070201 13.2265 No MI Yes 360
20370101 14.2265 No MI No 360
20370101 10.2265 No MI No 360
20370101 11.8515 No MI No 360
20361101 12.9765 No MI No 360
20370101 8.3515 No MI No 360
20370101 9.2265 No MI No 360
20220101 8.8515 No MI No 180
20070201 12.9765 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 8.9765 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 13.8515 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 12.2265 No MI No 360
20361101 12.1015 No MI No 360
20370101 11.7265 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 13.4765 No MI No 360
20220101 22.1015 No MI No 180
20070201 9.9765 No MI Yes 360
20361201 15.9765 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 9.9765 No MI No 360
20370101 15.2265 No MI No 360
20370101 10.2265 No MI No 360
20370101 13.3515 No MI No 360
20370101 15.2265 No MI No 360
20370101 11.7265 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.4765 No MI No 360
20070201 11.6015 No MI Yes 360
20070201 16.8515 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 12.3515 No MI No 360
20370101 10.8515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 11.6015 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 11.7265 No MI No 360
20370101 11.2265 No MI No 360
20070201 13.6015 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.9765 No MI No 360
20070201 12.9765 No MI Yes 360
20370101 18.3515 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.9765 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 13.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 13.6015 No MI No 360
20370101 12.7265 No MI No 360
20370101 9.6765 No MI No 360
20070201 11.6015 No MI Yes 360
20070201 8.4765 No MI Yes 360
20370101 10.2265 No MI No 360
20370101 9.4765 No MI No 360
20220101 13.9765 No MI No 180
20070201 10.4765 No MI Yes 360
20070201 13.7265 No MI Yes 360
20370101 15.3515 No MI No 360
20370101 12.1015 No MI No 360
20070201 13.8515 No MI Yes 360
20370101 14.8515 No MI No 360
20370101 16.8515 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 12.7265 No MI No 360
20370101 8.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 8.7265 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 11.1015 No MI No 360
20070201 12.1015 No MI Yes 360
20220101 11.4765 No MI No 180
20070201 11.9765 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 10.6015 No MI Yes 360
20370101 11.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20361201 17.9765 No MI No 360
20070201 10.1015 No MI Yes 360
20370101 12.3515 No MI No 360
20370101 16.7265 No MI No 360
20070201 10.6015 No MI Yes 360
20070201 11.1015 No MI Yes 360
20070201 14.6015 No MI Yes 360
20370101 15.6015 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.3515 No MI No 360
20070201 11.7265 No MI Yes 360
20361201 13.9765 No MI No 360
20370101 10.8515 No MI No 360
20361201 17.2265 No MI No 360
20361201 13.4765 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 13.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 11.7265 No MI No 360
20070201 14.8515 No MI Yes 360
20370101 13.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 13.9765 No MI No 360
20070201 14.4765 No MI Yes 360
20070201 16.4765 No MI Yes 360
20220101 16.3515 No MI No 180
20370101 13.8515 No MI No 360
20370101 17.9765 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 11.4765 No MI Yes 360
20361201 13.6015 No MI No 360
20220101 12.8515 No MI No 180
20361201 13.9765 No MI No 360
20361201 11.6015 No MI No 360
20361201 14.2265 No MI No 360
20361201 14.8515 No MI No 360
20361201 10.7265 No MI No 360
20370101 9.1015 No MI No 360
20370101 11.9765 No MI No 360
20361201 12.6015 No MI No 360
20070201 15.8515 No MI Yes 360
20361201 15.2265 No MI No 360
20361201 13.9765 No MI No 360
20361201 17.1015 No MI No 360
20361201 15.3515 No MI No 360
20361201 16.2265 No MI No 360
20070201 12.4765 No MI Yes 360
20370101 11.8515 No MI No 360
20370101 11.7265 No MI No 360
20370101 6.6015 No MI No 360
20370101 10.3515 No MI No 360
20370101 15.1015 No MI No 360
20370101 13.9765 No MI No 360
20070201 13.2265 No MI Yes 360
20361201 16.1015 No MI No 360
20361201 14.9765 No MI No 360
20361201 17.2265 No MI No 360
20361201 13.9765 No MI No 360
20361201 13.3515 No MI No 360
20361201 16.7265 No MI No 360
20370101 14.2265 No MI No 360
20361201 12.6015 No MI No 360
20361201 15.7265 No MI No 360
20361201 10.3515 No MI No 360
20361201 14.3515 No MI No 360
20370101 9.1015 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 7.7265 No MI No 360
20070201 10.6015 No MI Yes 360
20370101 11.1015 No MI No 360
20070201 11.6015 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 17.4765 No MI No 360
20370101 17.1015 No MI No 360
20361201 13.9765 No MI No 360
20070201 10.3515 No MI Yes 360
20361201 17.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 13.3515 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 12.7265 No MI No 360
20370101 13.1015 No MI No 360
20370101 7.4765 No MI No 360
20370101 9.9765 No MI No 360
20370101 13.2265 No MI No 360
20370101 9.6015 No MI No 360
20361201 13.3515 No MI No 360
20370101 9.8515 No MI No 360
20370101 14.7265 No MI No 360
20370101 10.2265 No MI No 360
20370101 9.7265 No MI No 360
20070201 9.9765 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 7.9765 No MI No 360
20370101 7.3515 No MI No 360
20370101 9.7265 No MI No 360
20370101 12.7265 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 12.8515 No MI Yes 360
20070201 16.6015 No MI Yes 360
20070201 10.3515 No MI Yes 360
20070201 15.1015 No MI Yes 360
20370101 15.4765 No MI No 360
20070201 11.1015 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 20.4765 No MI Yes 360
20370101 15.1015 No MI No 360
20070201 20.4765 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.8515 No MI No 360
20370101 9.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 13.7265 No MI No 360
20370101 8.1015 No MI No 360
20070201 14.8515 No MI Yes 360
20361001 10.9765 No MI No 360
20370101 9.7265 No MI No 360
20070201 9.8515 No MI Yes 360
20370101 8.3515 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 9.2265 No MI Yes 360
20070201 10.6015 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 9.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 11.6015 No MI No 360
20370101 11.2265 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 9.7265 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 13.2265 No MI No 360
20070201 9.6015 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 13.9765 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.9765 No MI No 360
20361201 15.4765 No MI No 360
20370101 10.7265 No MI No 360
20070201 11.1015 No MI Yes 360
20370101 12.7265 No MI No 360
20070201 16.3515 No MI Yes 360
20370101 13.6015 No MI No 360
20370101 10.9765 No MI No 360
20370101 13.2265 No MI No 360
20361201 16.6015 No MI No 360
20070201 11.1015 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 13.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 13.2265 No MI Yes 360
20370101 15.3515 No MI No 360
20370101 17.7265 No MI No 360
20070201 13.4765 No MI Yes 360
20370101 12.3515 No MI No 360
20361101 11.9765 No MI No 360
20070201 15.9765 No MI Yes 360
20370101 13.8515 No MI No 360
20370101 10.3515 No MI No 360
20370101 10.2265 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 14.4765 No MI No 360
20370101 12.2265 No MI No 360
20070201 8.8515 No MI Yes 360
20370101 14.6015 No MI No 360
20370101 11.9765 No MI No 360
20361101 9.9765 No MI No 360
20370101 10.1015 No MI No 360
20370101 14.1015 No MI No 360
20370101 13.9765 No MI No 360
20370101 16.6015 No MI No 360
20361101 9.8515 No MI No 360
20361201 12.8515 No MI No 360
20361101 11.4765 No MI No 360
20370101 11.9765 No MI No 360
20070201 17.3515 No MI Yes 360
20070201 14.2265 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 9.7265 No MI Yes 360
20361201 7.2265 No MI No 360
20370101 12.4765 No MI No 360
20370101 10.2265 No MI No 360
20070201 9.4765 No MI Yes 360
20370101 11.2265 No MI No 360
20370101 15.6015 No MI No 360
20370101 12.1015 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 10.1015 No MI No 360
20370101 11.8515 No MI No 360
20370101 14.9765 No MI No 360
20370101 8.4765 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.8515 No MI No 360
20070201 12.6015 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 11.9765 No MI No 360
20361201 11.9765 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 11.3515 No MI No 360
20370101 11.1015 No MI No 360
20370101 6.2265 No MI No 360
20370101 8.8515 No MI No 360
20370101 11.9765 No MI No 360
20070201 9.6015 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 13.2265 No MI Yes 360
20070201 12.3515 No MI Yes 360
20370101 9.2265 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 10.4765 No MI Yes 360
20370101 10.2265 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 10.9765 No MI Yes 360
20370101 11.4765 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 12.3515 No MI No 360
20370101 10.1015 No MI No 360
20070201 9.7265 No MI Yes 360
20070201 10.8515 No MI Yes 360
20070201 12.6015 No MI Yes 360
20070201 9.9765 No MI Yes 360
20361201 10.1015 No MI No 360
20361201 17.9765 No MI No 360
20370101 16.8515 No MI No 360
20070201 13.2265 No MI Yes 360
20361201 12.1015 No MI No 360
20070201 10.7265 No MI Yes 360
20070201 13.2265 No MI Yes 360
20070201 6.7265 No MI Yes 360
20070201 11.9765 No MI Yes 360
20070201 11.8515 No MI Yes 360
20361201 12.1015 No MI No 360
20370101 11.2265 No MI No 360
20270101 11.9765 No MI No 240
20070201 10.1015 No MI Yes 360
20070201 12.3515 No MI Yes 360
20370101 8.3515 No MI No 360
20370101 13.7265 No MI No 360
20370101 10.2265 No MI No 360
20070201 11.4765 No MI Yes 360
20370101 10.8515 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.9765 No MI No 360
20370101 15.4765 No MI No 360
20070201 13.1015 No MI Yes 360
20220101 12.1015 No MI No 180
20070201 10.1015 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 9.2265 No MI No 360
20070201 9.2265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 9.3515 No MI No 360
20370101 11.9765 No MI No 360
20361201 16.1015 No MI No 360
20370101 10.8515 No MI No 360
20361201 16.3515 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 9.2265 No MI No 360
20370101 8.2265 No MI No 360
20070201 10.8515 No MI Yes 360
20370101 8.1015 No MI No 360
20370101 14.3515 No MI No 360
20361201 8.8515 No MI No 360
20370101 8.6015 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 13.7265 No MI Yes 360
20370101 16.3515 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 10.4765 No MI No 360
20370101 11.2265 No MI No 360
20070201 14.4765 No MI Yes 360
20070201 13.9765 No MI Yes 360
20070201 13.6015 No MI Yes 360
20070201 11.2265 No MI Yes 360
20370101 15.9765 No MI No 360
20370101 15.1015 No MI No 360
20370101 10.6015 No MI No 360
20370101 17.8515 No MI No 360
20370101 15.1015 No MI No 360
20070201 13.4765 No MI Yes 360
20361201 10.1015 No MI No 360
20361201 10.4765 No MI No 360
20370101 8.3515 No MI No 360
20370101 11.7265 No MI No 360
20070201 12.8515 No MI Yes 360
20370101 12.9765 No MI No 360
20370101 9.2265 No MI No 360
20370101 15.7265 No MI No 360
20370101 10.2265 No MI No 360
20370101 7.8515 No MI No 360
20370101 12.3515 No MI No 360
20370101 13.2265 No MI No 360
20370101 13.1015 No MI No 360
20370101 7.6015 No MI No 360
20370101 17.3515 No MI No 360
20370101 11.9765 No MI No 360
20361201 16.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 12.8515 No MI No 360
20361201 7.2265 No MI No 360
20370101 13.2265 No MI No 360
20370101 13.2265 No MI No 360
20370101 7.3515 No MI No 360
20370101 10.2265 No MI No 360
20370101 16.3515 No MI No 360
20361201 13.7265 No MI No 360
20070201 19.6015 No MI Yes 360
20361201 12.6015 No MI No 360
20370101 11.1015 No MI No 360
20070201 19.6015 No MI Yes 360
20070201 10.4765 No MI Yes 360
20361201 17.4765 No MI No 360
20361201 17.4765 No MI No 360
20070201 11.8515 No MI Yes 360
20361201 14.2265 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 11.3515 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 9.7265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20361201 10.6015 No MI No 360
20070201 12.1015 No MI Yes 360
20370101 10.7265 No MI No 360
20370101 11.1015 No MI No 360
20370101 12.2265 No MI No 360
20370101 10.3515 No MI No 360
20070201 10.8515 No MI Yes 360
20070201 10.4765 No MI Yes 360
20361201 16.2265 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 10.4765 No MI No 360
20361201 14.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 9.8515 No MI No 360
20070201 11.7265 No MI Yes 360
20361201 10.3515 No MI No 360
20070201 5.9765 No MI Yes 360
20370101 8.6015 No MI No 360
20361201 12.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 11.7265 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 11.7265 No MI No 360
20370101 14.3515 No MI No 360
20070201 7.4765 No MI Yes 360
20070201 13.7265 No MI Yes 360
20370101 12.1015 No MI No 360
20361201 9.9765 No MI No 360
20370101 15.3515 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 7.4765 No MI No 360
20070201 11.9765 No MI Yes 360
20361201 12.3515 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 11.3515 No MI Yes 360
20361201 13.3515 No MI No 360
20070201 13.2265 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 8.9765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 9.1015 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 11.7265 No MI Yes 360
20361201 13.7265 No MI No 360
20370101 9.7265 No MI No 360
20361101 11.9765 No MI No 360
20370101 14.2265 No MI No 360
20070201 11.2265 No MI Yes 360
20070201 10.3515 No MI Yes 360
20370101 16.3515 No MI No 360
20361201 9.3515 No MI No 360
20361101 11.7265 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 11.3515 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 9.8515 No MI No 360
20370101 10.7265 No MI No 360
20370101 13.2265 No MI No 360
20361201 9.9765 No MI No 360
20370101 9.1015 No MI No 360
20070201 11.1015 No MI Yes 360
20370101 11.2265 No MI No 360
20070201 9.2265 No MI Yes 360
20070201 10.7265 No MI Yes 360
20370101 11.4765 No MI No 360
20070201 11.7265 No MI Yes 360
20070201 10.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 9.2265 No MI No 360
20370101 9.3515 No MI No 360
20361201 7.6015 No MI No 360
20070201 9.6015 No MI Yes 360
20370101 17.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 8.6015 No MI No 360
20070201 17.2265 No MI Yes 360
20070201 11.6015 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 10.6015 No MI Yes 360
20370101 11.7265 No MI No 360
20370101 9.4765 No MI No 360
20370101 11.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20361201 8.7265 No MI No 360
20070201 10.6015 No MI Yes 360
20070201 10.6015 No MI Yes 360
20361201 8.2265 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 7.7265 No MI No 360
20370101 15.8515 No MI No 360
20370101 12.1015 No MI No 360
20070201 10.6015 No MI Yes 360
20220101 12.7265 No MI No 180
20370101 12.3515 No MI No 360
20070201 15.9765 No MI Yes 360
20370101 13.1015 No MI No 360
20370101 14.4765 No MI No 360
20370101 13.9765 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20370101 11.6015 No MI No 360
20070201 14.6015 No MI Yes 360
20070201 14.2265 No MI Yes 360
20361201 13.7265 No MI No 360
20370101 11.7265 No MI No 360
20370101 9.7265 No MI No 360
20070201 10.2265 No MI Yes 360
20370101 10.1515 No MI No 360
20070201 10.6015 No MI Yes 360
20370101 16.2265 No MI No 360
20070201 12.6015 No MI Yes 360
20370101 10.1015 No MI No 360
20370101 8.8515 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 9.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 8.9765 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 17.3515 No MI Yes 360
20370101 10.6015 No MI No 360
20070201 10.9765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20070201 8.2265 No MI Yes 360
20070201 16.3515 No MI Yes 360
20370101 13.8515 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 14.1015 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 12.1015 No MI Yes 360
20361201 14.2265 No MI No 360
20361201 9.6015 No MI No 360
20370101 10.7265 No MI No 360
20370101 11.2265 No MI No 360
20361201 15.1015 No MI No 360
20361201 12.3515 No MI No 360
20070201 10.8515 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 12.9765 No MI Yes 360
20370101 11.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 14.9765 No MI No 360
20220101 7.3515 No MI No 180
20070201 12.9765 No MI Yes 360
20370101 12.6015 No MI No 360
20370101 9.6015 No MI No 360
20070201 10.8515 No MI Yes 360
20361201 12.7265 No MI No 360
20070201 11.6015 No MI Yes 360
20361201 7.2265 No MI No 360
20070201 12.4765 No MI Yes 360
20070201 9.9765 No MI Yes 360
20070201 15.1015 No MI Yes 360
20361201 11.6015 No MI No 360
20370101 10.3515 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 18.1015 No MI No 360
20370101 11.8515 No MI No 360
20361201 14.3515 No MI No 360
20361201 12.4765 No MI No 360
20361101 12.2265 No MI No 360
20070201 13.4765 No MI Yes 360
20361201 11.7265 No MI No 360
20370101 12.7265 No MI No 360
20070201 12.4765 No MI Yes 360
20361201 10.1015 No MI No 360
20370101 11.6015 No MI No 360
20361201 10.6015 No MI No 360
20370101 7.2265 No MI No 360
20070201 10.6015 No MI Yes 360
20070201 13.3515 No MI Yes 360
20070201 13.6015 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.1015 No MI No 360
20370101 14.1015 No MI No 360
20361201 9.2265 No MI No 360
20370101 15.8515 No MI No 360
20370101 12.8515 No MI No 360
20370101 9.3515 No MI No 360
20370101 10.7265 No MI No 360
20361001 14.2265 No MI No 360
20370101 17.3515 No MI No 360
20361201 11.2265 No MI No 360
20370101 9.4765 No MI No 360
20370101 13.2265 No MI No 360
20070201 15.6015 No MI Yes 360
20361001 13.2265 No MI No 360
20070201 11.2265 No MI Yes 360
20370101 9.7265 No MI No 360
20361201 11.4765 No MI No 360
20361201 12.2265 No MI No 360
20370101 11.4765 No MI No 360
20361201 10.3515 No MI No 360
20070201 11.7265 No MI Yes 360
20361201 13.6015 No MI No 360
20370101 12.3515 No MI No 360
20370101 11.9765 No MI No 360
20070201 10.6015 No MI Yes 360
20361001 14.1015 No MI No 360
20370101 9.4755 No MI No 360
20361001 14.1015 No MI No 360
20361201 13.3515 No MI No 360
20361201 11.8515 No MI No 360
20361201 7.8515 No MI No 360
20370101 11.3515 No MI No 360
20361201 10.4765 No MI No 360
20370101 12.3515 No MI No 360
20361201 8.2265 No MI No 360
20070201 11.4765 No MI Yes 360
20370101 8.3515 No MI No 360
20070201 10.3515 No MI Yes 360
20070201 10.1015 No MI Yes 360
20070201 7.8515 No MI Yes 360
20070201 12.3515 No MI Yes 360
20070201 10.3515 No MI Yes 360
20070201 12.4765 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 13.4765 No MI No 360
20361201 10.1015 No MI No 360
20361201 14.8515 No MI No 360
20070201 9.6015 No MI Yes 360
20370101 8.8515 No MI No 360
20370101 9.3515 No MI No 360
20361201 14.3515 No MI No 360
20070201 14.1015 No MI Yes 360
20070201 12.9765 No MI Yes 360
20370101 15.6015 No MI No 360
20361201 9.6015 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 11.7265 No MI No 360
20361201 17.3515 No MI No 360
20070201 12.7265 No MI Yes 360
20370101 9.9765 No MI No 360
20070201 12.9765 No MI Yes 360
20361201 9.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 10.2265 No MI No 360
20370101 8.3515 No MI No 360
20370101 10.9765 No MI No 360
20070201 11.8515 No MI Yes 360
20361201 10.4765 No MI No 360
20370101 10.3515 No MI No 360
20370101 10.8515 No MI No 360
20070201 11.4765 No MI Yes 360
20361201 14.9765 No MI No 360
20361201 12.2265 No MI No 360
20370101 11.3515 No MI No 360
20361201 9.7265 No MI No 360
20361201 8.4765 No MI No 360
20370101 12.7265 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 9.8545 No MI Yes 360
20370101 14.7265 No MI No 360
20370101 12.4765 No MI No 360
20070201 15.3515 No MI Yes 360
20370101 10.6015 No MI No 360
20361201 14.2265 No MI No 360
20370101 12.8515 No MI No 360
20370101 11.4765 No MI No 360
20370101 9.6015 No MI No 360
20070201 16.1015 No MI Yes 360
20361201 17.6015 No MI No 360
20361201 18.2265 No MI No 360
20370101 12.9765 No MI No 360
20361201 11.4765 No MI No 360
20361201 14.4765 No MI No 360
20070201 15.1015 No MI Yes 360
20361201 18.8515 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 11.1015 No MI No 360
20070201 14.2265 No MI Yes 360
20361201 12.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 12.4765 No MI No 360
20070201 13.9765 No MI Yes 360
20370101 11.2265 No MI No 360
20361201 10.7265 No MI No 360
20370101 11.9765 No MI No 360
20070201 9.6015 No MI Yes 360
20361201 10.6015 No MI No 360
20361201 9.3515 No MI No 360
20070201 13.4765 No MI Yes 360
20070201 12.2265 No MI Yes 360
20361201 12.7265 No MI No 360
20370101 10.2265 No MI No 360
20070201 13.2265 No MI Yes 360
20370101 10.9765 No MI No 360
20070201 15.4765 No MI Yes 360
20370101 13.8515 No MI No 360
20370101 14.1015 No MI No 360
20070201 10.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 14.9765 No MI No 360
20361201 14.1015 No MI No 360
20070201 9.9765 No MI Yes 360
20070201 12.9765 No MI Yes 360
20361201 13.8515 No MI No 360
20370101 11.2265 No MI No 360
20361201 12.8515 No MI No 360
20370101 13.1015 No MI No 360
20361201 11.8515 No MI No 360
20361201 10.8515 No MI No 360
20070201 7.7265 No MI Yes 360
20370101 11.7265 No MI No 360
20070201 11.2265 No MI Yes 360
20070201 9.3515 No MI Yes 360
20361201 9.7265 No MI No 360
20361201 10.1015 No MI No 360
20370101 12.8515 No MI No 360
20370101 10.1015 No MI No 360
20361201 13.7265 No MI No 360
20361201 17.2265 No MI No 360
20370101 9.9765 No MI No 360
20370101 10.9765 No MI No 360
20370101 8.9765 No MI No 360
20370101 8.2265 No MI No 360
20070201 9.9765 No MI Yes 360
20361201 9.9765 No MI No 360
20361201 12.3515 No MI No 360
20370101 10.9765 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 11.3515 No MI Yes 360
20361201 9.3515 No MI No 360
20070201 7.7265 No MI Yes 360
20361201 14.2265 No MI No 360
20370101 8.8515 No MI No 360
20361201 10.1015 No MI No 360
20361201 11.4765 No MI No 360
20361201 11.6015 No MI No 360
20370101 12.8515 No MI No 360
20361201 12.3515 No MI No 360
20370101 9.2265 No MI No 360
20370101 16.7265 No MI No 360
20070201 15.1015 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 12.9765 No MI Yes 360
20370101 11.4765 No MI No 360
20370101 11.3515 No MI No 360
20070201 11.3515 No MI Yes 360
20370101 11.9765 No MI No 360
20370101 13.1015 No MI No 360
20070201 9.9765 No MI Yes 360
20370101 13.2265 No MI No 360
20370101 11.9765 No MI No 360
20070201 12.1015 No MI Yes 360
20070201 9.4765 No MI Yes 360
20370101 16.1015 No MI No 360
20361201 11.8515 No MI No 360
20370101 12.2265 No MI No 360
20370101 12.1015 No MI No 360
20070201 15.7265 No MI Yes 360
20361201 12.7265 No MI No 360
20370101 11.1015 No MI No 360
20370101 10.3515 No MI No 360
20370101 12.3515 No MI No 360
20370101 9.3515 No MI No 360
20370101 9.8515 No MI No 360
20361201 15.2265 No MI No 360
20070201 12.3515 No MI Yes 360
20370101 14.9765 No MI No 360
20070201 11.7265 No MI Yes 360
20370101 9.3515 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 9.8515 No MI Yes 360
20070201 13.1015 No MI Yes 360
20370101 6.9765 No MI No 360
20370101 11.8515 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 8.2265 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 13.7265 No MI Yes 360
20070201 13.4765 No MI Yes 360
20370101 13.6015 No MI No 360
20370101 7.2265 No MI No 360
20370101 6.9765 No MI No 360
20370101 7.2265 No MI No 360
20070201 10.8515 No MI Yes 360
20070201 7.9765 No MI Yes 360
20370101 9.3515 No MI No 360
20361201 15.7265 No MI No 360
20370101 6.3515 No MI No 360
20070201 12.3515 No MI Yes 360
20361201 13.9765 No MI No 360
20370101 9.6015 No MI No 360
20370101 12.6015 No MI No 360
20070201 10.1015 No MI Yes 360
20370101 9.6015 No MI No 360
20070201 12.9765 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 14.8515 No MI No 360
20370101 10.7265 No MI No 360
20361201 7.8515 No MI No 360
20361201 11.6015 No MI No 360
20370101 9.4765 No MI No 360
20361201 14.4765 No MI No 360
20361201 10.6015 No MI No 360
20361201 11.9765 No MI No 360
20070201 9.3515 No MI Yes 360
20361201 14.2265 No MI No 360
20070201 13.7265 No MI Yes 360
20370101 11.9765 No MI No 360
20070201 8.1015 No MI Yes 360
20370101 13.8515 No MI No 360
20070201 11.2265 No MI Yes 360
20360901 13.1015 No MI No 360
20370101 11.4765 No MI No 360
20070201 12.6015 No MI Yes 360
20361201 9.7265 No MI No 360
20361201 12.1015 No MI No 360
20361201 11.9765 No MI No 360
20370101 12.2265 No MI No 360
20070201 12.2265 No MI Yes 360
20370101 10.6015 No MI No 360
20070201 13.8515 No MI Yes 360
20370101 6.9765 No MI No 360
20070201 12.3515 No MI Yes 360
20361201 14.3515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 10.8515 No MI Yes 360
20070201 12.7265 No MI Yes 360
20070201 12.2265 No MI Yes 360
20370101 14.7265 No MI No 360
20361201 11.7265 No MI No 360
20361201 12.4765 No MI No 360
20370101 10.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 13.6015 No MI No 360
20370101 9.2265 No MI No 360
20370101 10.6015 No MI No 360
20370101 13.1015 No MI No 360
20070201 11.9765 No MI Yes 360
20370101 11.4765 No MI No 360
20070201 14.8515 No MI Yes 360
20361201 14.9765 No MI No 360
20361201 17.4765 No MI No 360
20370101 10.8515 No MI No 360
20370101 10.6015 No MI No 360
20370101 11.9765 No MI No 360
20070201 9.9765 No MI Yes 360
20361201 14.9765 No MI No 360
20070201 14.2265 No MI Yes 360
20070201 10.9765 No MI Yes 360
20070201 9.7265 No MI Yes 360
20370101 12.7265 No MI No 360
20370101 12.2265 No MI No 360
20361201 7.9765 No MI No 360
20361201 15.8515 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 8.8515 No MI No 360
20370101 13.3515 No MI No 360
20361201 11.2265 No MI No 360
20361201 10.6015 No MI No 360
20370101 8.4765 No MI No 360
20370101 11.7265 No MI No 360
20361201 13.8515 No MI No 360
20370101 10.9765 No MI No 360
20361201 9.7265 No MI No 360
20361201 13.4765 No MI No 360
20361201 10.1015 No MI No 360
20070201 12.6015 No MI Yes 360
20370101 13.9765 No MI No 360
20070201 10.4765 No MI Yes 360
20070201 10.8515 No MI Yes 360
20370101 12.1015 No MI No 360
20070201 10.2265 No MI Yes 360
20361201 13.7265 No MI No 360
20370101 15.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 11.8515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 16.3515 No MI Yes 360
20070201 11.9765 No MI Yes 360
20361201 9.4765 No MI No 360
20361201 7.2265 No MI No 360
20070201 8.9765 No MI Yes 360
20370101 11.3515 No MI No 360
20370101 10.9765 No MI No 360
20070201 9.3515 No MI Yes 360
20070201 9.7265 No MI Yes 360
20070201 11.9765 No MI Yes 360
20361201 15.9765 No MI No 360
20220101 11.9765 No MI No 180
20070201 15.4765 No MI Yes 360
20370101 7.4765 No MI No 360
20370101 13.4765 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 10.9765 No MI No 360
20070201 14.8515 No MI Yes 360
20370101 9.6015 No MI No 360
20370101 10.2265 No MI No 360
20070201 10.7265 No MI Yes 360
20361201 8.2265 No MI No 360
20211101 10.4765 No MI No 180
20361101 9.4765 No MI No 360
20211201 8.1015 No MI No 180
20070201 11.9765 No MI Yes 360
20370101 10.6015 No MI No 360
20370101 10.4765 No MI No 360
20361201 16.7265 No MI No 360
20361201 11.9765 No MI No 360
20370101 11.8515 No MI No 360
20070201 11.9765 No MI Yes 360
20070201 10.2265 No MI Yes 360
20070201 15.6015 No MI Yes 360
20361201 11.7265 No MI No 360
20361201 7.3515 No MI No 360
20361201 11.9765 No MI No 360
20070201 10.4765 No MI Yes 360
20370101 8.1015 No MI No 360
20361201 11.9765 No MI No 360
20361201 12.9765 No MI No 360
20070201 11.3515 No MI Yes 360
20070201 12.8515 No MI Yes 360
20370101 15.1015 No MI No 360
20070201 13.4765 No MI Yes 360
20361201 9.1015 No MI No 360
20361201 13.6015 No MI No 360
20361201 12.2265 No MI No 360
20361201 9.8515 No MI No 360
20370101 15.4765 No MI No 360
20070201 11.8515 No MI Yes 360
20070201 17.1015 No MI Yes 360
20070201 12.3515 No MI Yes 360
20070201 16.1015 No MI Yes 360
20370101 9.9765 No MI No 360
20370101 10.8515 No MI No 360
20370101 12.6015 No MI No 360
20070201 12.1015 No MI Yes 360
20361201 13.9765 No MI No 360
20361201 16.8515 No MI No 360
20070201 16.9765 No MI Yes 360
20070201 12.1015 No MI Yes 360
20370101 12.2265 No MI No 360
20070201 12.3515 No MI Yes 360
20070201 8.1015 No MI Yes 360
20361101 9.3515 No MI No 360
20070201 11.4765 No MI Yes 360
20070201 9.7265 No MI Yes 360
20070201 12.3515 No MI Yes 360
20361201 13.3515 No MI No 360
20370101 7.7265 No MI No 360
20070201 11.3515 No MI Yes 360
20361101 11.6015 No MI No 360
20370101 13.9765 No MI No 360
20370101 7.4765 No MI No 360
20370101 7.6015 No MI No 360
20370101 11.1015 No MI No 360
20370101 16.3515 No MI No 360
20370101 13.4765 No MI No 360
20361201 11.3515 No MI No 360
20361201 14.8515 No MI No 360
20370101 9.9765 No MI No 360
20070201 11.2265 No MI Yes 360
20070201 15.8515 No MI Yes 360
20361201 12.2265 No MI No 360
20070201 8.7265 No MI Yes 360
20370101 14.8515 No MI No 360
20361201 12.3515 No MI No 360
20370101 7.4765 No MI No 360
20370101 10.1015 No MI No 360
20361201 7.7265 No MI No 360
20361201 14.2265 No MI No 360
20361201 6.7265 No MI No 360
20370101 15.9765 No MI No 360
20211101 11.4765 No MI No 180
20070201 14.3515 No MI Yes 360
20370101 12.1015 No MI No 360
20361201 9.6015 No MI No 360
20370101 11.9765 No MI No 360
20361201 9.3515 No MI No 360
20361101 16.4765 No MI No 360
20070201 15.1015 No MI Yes 360
20070201 13.7265 No MI Yes 360
20070201 12.1015 No MI Yes 360
20070201 11.9765 No MI Yes 360
20370101 12.8515 No MI No 360
20370101 11.4765 No MI No 360
20070201 11.8515 No MI Yes 360
20370101 17.9765 No MI No 360
20370101 17.9765 No MI No 360
20370101 9.3515 No MI No 360
20361201 10.9765 No MI No 360
20070201 13.3515 No MI Yes 360
20370101 8.7265 No MI No 360
20370101 11.3515 No MI No 360
20361201 11.4765 No MI No 360
20211201 12.1015 No MI No 180
20070201 11.7265 No MI Yes 360
20070201 11.7265 No MI Yes 360
20370101 12.1015 No MI No 360
20370101 13.1015 No MI No 360
20070201 12.7265 No MI Yes 360
20370101 10.4765 No MI No 360
20070201 13.2265 No MI Yes 360
20361201 11.6015 No MI No 360
20361101 14.2265 No MI No 360
20370101 9.4765 No MI No 360
20370101 13.7265 No MI No 360
20370101 14.9765 No MI No 360
20361101 16.4765 No MI No 360
20070201 11.7265 No MI Yes 360
20361201 13.9765 No MI No 360
20070201 13.8515 No MI Yes 360
20070201 10.6015 No MI Yes 360
20370101 13.4765 No MI No 360
20370101 11.2265 No MI No 360
20361201 9.9765 No MI No 360
20370101 13.8515 No MI No 360
20361201 9.9765 No MI No 360
20361101 16.7265 No MI No 360
20361201 13.3515 No MI No 360
20370101 6.8515 No MI No 360
20370101 7.6015 No MI No 360
20370101 11.7265 No MI No 360
20370101 10.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 9.2265 No MI No 360
20370101 16.2265 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.8515 No MI No 360
20370101 12.2265 No MI No 360
20370101 13.2265 No MI No 360
20370101 11.1015 No MI No 360
20370101 11.2265 No MI No 360
20370101 10.9765 No MI No 360
20370101 11.9765 No MI No 360
20370101 11.4765 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.1015 No MI No 360
20370101 13.4765 No MI No 360
20370101 12.9765 No MI No 360
20370101 12.1015 No MI No 360
20370101 12.4765 No MI No 360
20370101 13.4765 No MI No 360
20370101 11.6015 No MI No 360
20370101 13.6015 No MI No 360
20370101 11.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 8.4765 No MI No 360
20370101 9.1015 No MI No 360
20370101 10.6015 No MI No 360
20370101 12.1015 No MI No 360
20370101 10.8515 No MI No 360
20370101 11.6015 No MI No 360
20370101 13.7265 No MI No 360
20370101 11.6015 No MI No 360
20370101 10.4765 No MI No 360
20370101 9.9765 No MI No 360
MATURITY_ PP_DESC IO_PERIOD O_LTV
DATE
--------------------------------------------------------------------
20070201 3YP 0 100
20361201 NO 0 100
20370101 3YP 0 83.08
20370101 1YP 0 99.85
20370101 3YP 0 100
20370101 NO 120 90
20370101 4MP 120 100
20370101 NO 0 100
20370101 NO 0 100
20370101 1YP 120 95
20361201 3YP 0 100
20360701 3YP 60 100
20361001 NO 0 100
20370101 NO 0 95
20070201 2YP 0 89.61
20370101 3YP 0 89.99
20370101 NO 0 100
20370101 NO 0 100
20361201 NO 0 94.54
20370101 NO 0 100
20370101 4MP 0 100
20370101 1YP 0 95
20370101 1YP 0 100
20370101 3YP 0 100
20370101 3YP 0 80
20370101 1YP 120 94.2
20370101 NO 0 100
20370101 3YP 0 100
20370101 3YP 0 89
20370101 NO 0 100
20370101 NO 0 88.33
20370101 1YP 0 95
20370101 2YP 0 95
20370101 NO 0 100
20370101 3YP 120 100
20370101 NO 0 90
20370101 NO 0 95
20370101 NO 0 90
20370101 3YP 120 90
20370101 1YP 0 99.99
20370101 NO 0 80.9
20361201 NO 0 90
20070201 NO 0 100
20361201 NO 0 99.99
20361101 NO 0 100
20370101 NO 0 90
20370101 NO 120 97.85
20361201 NO 120 100
20370101 NO 120 100
20370101 1YP 0 100
20370101 NO 120 95
20370101 NO 120 95
20070201 NO 0 90
20070201 NO 0 100
20070201 NO 0 100
20070201 NO 0 100
20370101 1YP 0 92.36
20070201 3YP 60 100
20370101 NO 0 100
20370101 NO 0 95
20370101 3YP 0 89.99
20361201 NO 0 100
20370101 1YP 0 90
20370101 3YP 0 100
20370101 NO 0 90
20370101 NO 0 90
20370101 3YP 0 90
20370101 NO 0 95
20370101 NO 0 90
20370101 NO 0 90
20370101 3YP 120 85.76
20370101 3YP 120 100
20370101 NO 0 89.94
20370101 1YP 0 88.59
20370101 1YP 0 100
20370101 3YP 120 95
20370101 4MP 120 100
20370101 NO 120 100
20370101 4MP 0 90
20370101 NO 0 90
20370101 NO 0 94.98
20370101 3YP 0 100
20370101 NO 120 99.98
20370101 2YP 120 100
20370101 NO 0 88.59
20370101 3YP 0 95
20370101 4MP 120 95
20370101 3YP 120 90
20370101 NO 0 100
20370101 1YP 0 90
20370101 1YP 0 95.96
20370101 NO 0 100
20370101 3YP 0 100
20370101 1YP 0 95
20370101 NO 0 78.36
20370101 3YP 120 90
20370101 1YP 0 90
20370101 NO 0 95
20370101 3YP 0 100
20370101 1YP 120 95
20370101 NO 0 100
20370101 4MP 120 80
20370101 NO 0 100
20370101 1YP 0 100
20370101 1YP 120 100
20370101 3YP 0 100
20370101 NO 0 100
20370101 NO 120 99.49
20370101 3YP 0 80
20370101 3YP 120 90
20370101 NO 0 90
20070201 NO 0 90
20361101 NO 0 100
20361101 NO 0 95
20370101 NO 0 95
20370101 NO 0 95
20370101 NO 0 95
20370101 NO 0 94.89
20370101 3YP 0 89.72
20370101 NO 120 100
20361001 NO 0 90
20361101 NO 0 90
20070201 NO 0 99.98
20370101 NO 120 90
20070201 NO 0 90
20370101 NO 0 100
20070201 NO 0 100
20370101 NO 0 90
20070201 NO 0 90
20070201 NO 0 95
20361201 NO 0 88.74
20070201 3YP 0 90
20070201 3YP 60 95
20370101 NO 0 89.55
20370101 3YP 0 100
20370101 3YP 0 90
20370101 NO 0 100
20370101 NO 0 100
20070201 3YP 0 100
20070201 NO 0 95
20370101 NO 0 90
20370101 NO 0 85.9
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20370101 1YP 0 100
20370101 3YP 0 90
20070201 3YP 0 99.97
20370101 3YP 0 100
20370101 3YP 0 95
20070201 NO 0 100
20370101 NO 0 95
20070201 3YP 0 100
20070201 NO 0 99.99
20370101 NO 0 100
20070201 NO 0 80
20070201 NO 0 100
20070201 NO 60 95
20370101 NO 120 100
20070201 3YP 0 100
20070201 NO 60 95
20070201 NO 0 100
20070201 3YP 0 100
20070201 NO 60 100
20070201 3YP 0 100
20070201 NO 0 100
20070201 3YP 60 87
20070201 NO 60 100
20361201 NO 120 100
20370101 NO 0 89.74
20370101 NO 120 100
20070201 6MP 0 90
20370101 NO 120 99.94
20070201 3YP 0 95
20370101 NO 0 95
20370101 NO 0 90
20370101 NO 120 86.53
20370101 3YP 0 90
20070201 NO 60 95
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 85
20370101 3YP 0 89.04
20370101 NO 0 100
20070201 3YP 0 79.33
20070201 3YP 0 99.93
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20370101 NO 120 87.81
20070201 3YP 0 100
20070201 NO 60 100
20070201 NO 0 90
20370101 NO 0 99.99
20370101 NO 0 95
20070201 NO 0 99.99
20070201 NO 0 99.99
20070201 NO 0 100
20370101 1YP 0 100
20370101 6MP 0 100
20361101 NO 0 90.39
20361101 3YP 0 100
20361101 NO 0 99.96
20361001 NO 0 100
20361001 NO 120 99.98
20361101 NO 0 100
20070201 NO 120 100
20370101 3YP 0 100
20070201 3YP 0 95
20370101 3YP 0 95
20370101 3YP 0 89.05
20370101 NO 120 100
20370101 NO 0 90
20370101 NO 0 100
20370101 NO 0 100
20070201 NO 0 100
20070201 NO 0 100
20070201 NO 60 100
20370101 3YP 120 99.84
20070201 NO 0 100
20070201 NO 0 79.89
20370101 3YP 0 90
20070201 NO 0 95
20370101 1YP 0 90
20070201 NO 0 100
20070201 NO 0 94.49
20370101 3YP 0 90
20070201 NO 0 95
20370101 NO 0 100
20070201 NO 0 95
20070201 3YP 0 90
20070201 NO 0 100
20070201 3YP 0 90
20370101 NO 0 100
20370101 3YP 120 100
20370101 NO 0 100
20070201 NO 0 100
20370101 NO 0 90
20370101 NO 0 90
20370101 NO 0 100
20370101 NO 0 95
20370101 3YP 0 100
20370101 NO 0 100
20070201 3YP 0 95
20370101 NO 120 100
20070201 3YP 0 99.98
20070201 NO 60 85.6
20070201 NO 0 95
20370101 NO 0 100
20070201 2YP 0 95
20070201 NO 0 90
20070201 NO 0 95
20070201 NO 0 100
20070201 3YP 0 100
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20361201 NO 0 84.75
20070201 NO 0 95
20370101 NO 120 86.64
20070201 NO 0 100
20370101 3YP 0 95
20370101 NO 0 95
20370101 NO 60 100
20370101 NO 0 90
20070201 3YP 60 100
20070201 NO 0 81.87
20370101 NO 0 80
20370101 3YP 0 100
20370101 NO 0 100
20070201 6MP 0 100
20370101 NO 0 100
20370101 NO 0 94.93
20070201 NO 0 100
20070201 NO 60 100
20070201 2YP 0 100
20370101 NO 0 100
20370101 NO 0 99.99
20070201 6MP 0 95
20370101 3YP 120 90
20370101 NO 120 100
20070201 NO 60 100
20070201 6MP 0 90
20370101 NO 0 99.98
20070201 3YP 60 95
20070201 NO 0 100
20370101 NO 0 90
20070201 1YP 0 100
20370101 6MP 0 90
20370101 6MP 0 88.09
20070201 3YP 0 85.86
20070201 NO 0 99.99
20370101 NO 0 89.99
20370101 3YP 0 100
20370101 NO 0 95
20070201 NO 0 95
20370101 3YP 120 90
20070201 3YP 0 100
20370101 NO 0 100
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 120 95
20070201 3YP 0 100
20070201 NO 60 90
20070201 NO 0 99.98
20370101 NO 120 100
20070201 3YP 0 100
20070201 3YP 60 100
20370101 3YP 0 100
20070201 NO 0 95
20070201 NO 0 100
20370101 NO 0 99.99
20070201 3YP 0 100
20370101 NO 120 100
20070201 NO 0 90
20370101 NO 0 99.99
20070201 NO 0 100
20070201 NO 0 100
20370101 NO 0 100
20070201 3YP 0 80
20220101 NO 60 99.61
20370101 3YP 0 100
20370101 NO 0 100
20070201 3YP 0 90
20370101 3YP 120 90
20370101 NO 0 90
20070201 3YP 0 84.46
20370101 NO 0 100
20070201 3YP 0 90
20070201 1YP 0 90
20370101 NO 0 100
20370101 NO 0 100
20370101 NO 60 90
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 90
20370101 NO 120 100
20070201 3YP 60 90
20370101 NO 0 90
20070201 3YP 0 90
20070201 3YP 0 93.93
20070201 1YP 0 100
20370101 7MP 120 95
20370101 3YP 0 100
20070201 3YP 0 100
20070201 NO 0 100
20370101 3YP 0 100
20370101 1YP 0 100
20370101 3YP 0 100
20370102 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20070201 3YP 60 100
20070201 3YP 0 99.96
20370101 NO 0 100
20370101 NO 0 100
20370101 3YP 120 93.86
20070201 3YP 60 94.95
20370101 6MP 120 90
20070201 3YP 0 90
20370101 NO 0 100
20370101 3YP 120 99.99
20370101 NO 120 90
20370101 NO 0 100
20370101 NO 0 99.99
20070201 NO 0 100
20070201 NO 0 99.99
20370101 3YP 0 90
20070201 NO 0 100
20370101 3YP 0 100
20370101 7MP 0 100
20370101 NO 0 95
20370101 NO 0 90
20370101 NO 0 99.98
20370101 3YP 120 100
20370101 3YP 0 90
20370101 NO 0 95
20070201 3YP 0 100
20070201 NO 0 97.41
20070201 NO 0 95
20370101 NO 120 92.58
20070201 NO 0 100
20070201 2YP 0 100
20070201 3YP 60 95
20370101 3YP 0 99.99
20370101 3YP 0 90
20370101 6MP 0 100
20070201 NO 0 95
20370101 NO 0 100
20070201 NO 0 90
20370101 NO 0 100
20070201 NO 0 100
20370101 NO 0 100
20070201 NO 0 100
20070201 3YP 0 100
20070201 NO 0 99.98
20370101 3YP 120 90
20370101 NO 0 90
20370101 NO 0 90
20370101 NO 0 100
20370101 NO 0 90
20070201 1YP 0 84.93
20370101 3YP 0 95
20370101 NO 0 100
20070201 6MP 0 90
20070201 3YP 0 100
20370101 3YP 0 80
20070201 NO 0 95
20370101 NO 0 100
20370101 NO 120 100
20070201 2YP 0 100
20070201 3YP 0 100
20070201 NO 0 90
20370101 NO 0 100
20370101 NO 0 100
20070201 1YP 0 99.77
20370101 3YP 120 100
20370101 NO 0 95
20370101 NO 0 90
20261101 NO 0 100
20370101 NO 0 90
20070201 NO 0 99.98
20370101 NO 0 99.99
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20370101 3YP 0 100
20370101 NO 0 100
20370101 NO 0 100
20370101 1YP 120 90
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20370101 1YP 0 100
20070201 NO 0 99.94
20370101 3YP 0 90
20370101 2YP 120 100
20370101 NO 0 100
20070201 NO 0 86.97
20370101 NO 0 100
20370101 NO 0 100
20370101 6MP 120 90
20370101 NO 0 85
20370101 3YP 120 100
20370101 3YP 120 90
20370101 3YP 0 99.95
20370101 NO 0 99.98
20370101 NO 0 95
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20370101 3YP 120 100
20370101 3YP 0 100
20370101 3YP 0 90
20070201 NO 0 95
20070201 NO 0 89.9
20070201 NO 0 100
20370101 3YP 0 100
20370101 3YP 0 100
20070201 3YP 0 95
20370101 NO 0 95
20070201 3YP 60 90
20070201 NO 0 97.44
20370101 3YP 0 90.97
20070201 3YP 0 100
20370101 3YP 0 100
20370101 3YP 0 100
20370101 NO 0 100
20370101 NO 0 95
20370101 NO 0 100
20370101 NO 0 90
20370101 3YP 120 100
20370101 NO 0 100
20070201 NO 60 100
20070201 3YP 0 100
20370101 1YP 0 95
20070201 NO 0 100
20361201 NO 0 94.97
20370101 NO 0 99.86
20370101 3YP 120 100
20361201 3YP 120 100
20370101 3YP 0 100
20070201 3YP 60 90
20070201 3YP 0 95
20370101 3YP 0 100
20370101 NO 0 95
20370101 3YP 0 90
20370101 3YP 0 90
20070201 NO 0 90
20070201 3YP 0 94.63
20370101 3YP 0 100
20070201 NO 0 95
20370101 NO 0 99.99
20070201 NO 0 94.97
20370101 3YP 0 82.18
20370101 NO 0 100
20070201 3YP 0 90
20370101 NO 0 94.99
20370101 3YP 0 100
20070201 NO 0 100
20070201 NO 0 86.88
20370101 NO 60 95
20070201 NO 0 100
20070201 3YP 0 100
20370101 3YP 0 100
20370101 3YP 0 89.24
20370101 1YP 0 100
20070201 NO 0 100
20370101 3MP 0 95
20370101 NO 120 100
20070201 NO 0 95
20370101 NO 0 90
20070201 1YP 0 100
20070201 1YP 0 100
20370101 3YP 0 89.99
20370101 3YP 120 95
20370101 6MP 0 100
20370101 1YP 0 100
20070201 NO 0 99.99
20361101 NO 120 89.77
20370101 6MP 0 100
20370101 3YP 0 98.33
20370101 NO 0 85.11
20070201 NO 0 100
20370101 NO 0 90
20070201 NO 0 99.9
20070201 3YP 0 100
20070201 NO 60 89.96
20070201 3YP 0 100
20070201 3YP 0 80.69
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20070201 1YP 0 100
20070201 3YP 0 100
20070201 NO 0 100
20070201 2YP 0 100
20370101 NO 0 90
20070201 2YP 0 100
20370101 NO 0 100
20370101 NO 0 99.96
20370101 NO 0 100
20370101 NO 0 90
20370101 3YP 120 90.56
20070201 NO 0 100
20070201 NO 0 95
20370101 3YP 0 100
20070201 NO 0 100
20070201 NO 0 99.97
20070201 NO 0 100
20070201 3YP 0 100
20370101 NO 120 85.95
20070201 6MP 60 99.99
20070201 NO 60 89.8
20370101 NO 0 94.99
20370101 NO 120 100
20370101 3YP 120 99.74
20070201 NO 0 100
20370101 NO 120 97.64
20370101 NO 0 88
20070201 3YP 0 90
20070201 NO 0 95
20070201 NO 0 100
20370101 3YP 0 93.02
20370101 1YP 0 94.99
20370101 NO 0 99.93
20370101 NO 0 90
20370101 NO 0 97.78
20070201 NO 0 100
20070201 NO 0 90
20070201 3YP 0 100
20370101 NO 0 99.99
20070201 NO 0 100
20070201 NO 0 100
20070201 3YP 0 95
20370101 NO 120 100
20070201 NO 0 100
20370101 NO 0 100
20370101 NO 0 100
20070201 NO 0 90
20370101 1YP 0 100
20070201 NO 0 94.99
20370101 NO 0 90
20370101 1YP 0 86.32
20370101 NO 0 100
20370101 NO 0 95
20370101 NO 0 100
20370101 3YP 0 100
20070201 NO 0 82
20361101 6MP 120 100
20370101 NO 0 100
20370101 NO 0 100
20070201 3YP 60 80
20220101 NO 0 90
20370101 3YP 0 100
20370101 NO 0 89.97
20370101 NO 0 95
20070201 3YP 0 95
20370101 3YP 0 89.52
20370101 1YP 120 98.62
20370101 NO 0 90
20070201 NO 0 90
20370101 NO 0 90
20370101 3YP 0 100
20070201 NO 0 90
20370101 NO 0 100
20370101 NO 0 90
20370101 NO 0 100
20070201 NO 0 99.69
20070201 3YP 0 80
20070201 NO 0 100
20370101 NO 0 90
20070201 NO 0 100
20370101 NO 120 100
20370101 NO 0 100
20370101 3YP 120 90
20361201 NO 0 100
20370101 3YP 0 100
20220101 NO 0 100
20070201 3YP 0 100
20361101 NO 0 100
20370101 NO 0 100
20070201 NO 60 100
20220101 NO 60 90
20070201 3YP 60 100
20070201 3YP 60 90
20070201 3YP 0 100
20370101 NO 0 100
20070201 NO 0 100
20070201 NO 0 100
20370101 NO 0 99.97
20070201 NO 0 99.99
20370101 NO 0 99.99
20370101 NO 0 100
20370101 1YP 0 95
20370101 NO 0 89.99
20070201 3YP 0 90
20070201 3YP 0 90
20070201 NO 0 99.98
20370101 NO 0 95
20070201 NO 60 100
20370101 NO 0 100
20370101 3YP 120 100
20370101 NO 120 100
20070201 1YP 0 84.91
20361201 NO 0 100
20361201 NO 0 100
20370101 NO 0 100
20070201 NO 0 100
20370101 3YP 0 97.3
20370101 NO 0 100
20070201 3YP 0 100
20370101 3YP 0 90
20370101 3YP 120 100
20070201 NO 0 90
20070201 6MP 0 90
20370101 3YP 0 96
20370101 NO 0 100
20370101 3YP 0 100
20370101 NO 0 95
20370101 3YP 0 100
20070201 NO 60 90
20070201 3YP 0 90
20370101 6MP 0 100
20070201 6MP 60 90
20370101 NO 0 90
20370101 3YP 0 100
20370101 NO 0 99.98
20070201 3YP 0 100
20370101 NO 0 95
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20370101 NO 0 100
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20361201 NO 120 100
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20070201 NO 0 100
20070201 NO 0 95
20070201 3YP 60 100
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20361201 NO 0 90
20370101 NO 120 100
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20070201 NO 0 100
20070201 3YP 0 100
20370101 NO 0 100
20370101 6MP 0 100
20370101 NO 0 95
20070201 NO 0 100
20370101 NO 0 100
20370101 3YP 0 100
20370101 3YP 0 100
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20070201 NO 0 95
20220101 6MP 60 95
20070201 3YP 0 95
20070201 NO 0 99.99
20370101 NO 0 100
20070201 NO 0 82.41
20070201 NO 60 100
20370101 1YP 0 90
20370101 3YP 0 100
20361201 3YP 0 100
20370101 NO 120 100
20361201 3YP 0 100
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20370101 NO 0 90
20370101 NO 0 100
20070201 NO 0 95
20370101 NO 0 100
20370101 NO 120 100
20361201 NO 0 95
20370101 NO 0 95
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20070201 3YP 0 100
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20070201 NO 0 100
20370101 NO 0 90
20370101 NO 120 89.99
20370101 NO 120 90
20070201 NO 0 100
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20070201 3YP 0 100
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20370101 NO 0 100
20370101 NO 0 100
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20370101 NO 0 100
20370101 NO 0 100
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20370101 NO 0 100
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20370101 NO 0 100
20361201 NO 0 100
20370101 NO 120 100
20370101 NO 120 98.95
20370101 NO 0 100
20370101 NO 120 100
20370101 NO 0 100
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20361201 NO 0 95
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EXHIBIT
C
FORM
OF
TRANSFEREE AFFIDAVIT AND AGREEMENT
Affidavit
pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
and for other purposes
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
The
undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
the proposed transferee of an Ownership Interest in the Bear Xxxxxxx Mortgage
Funding Trust 2007-SL2, Mortgage-Backed Certificates, Series 2007-SL2, Class
R-[1][2][3][X] Certificate (the “Certificate”) issued pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 20007 (the “Agreement”), among
Bear Xxxxxxx Asset Backed Securities I LLC, as depositor (the “Depositor”), EMC
Mortgage Corporation, as seller and as master servicer, and LaSalle Bank
National Association, as trustee (the “Trustee”), and makes this affidavit on
behalf of the Investor for the benefit of the Depositor and the Trustee.
Capitalized terms used, but not defined herein, shall have the meanings ascribed
to such terms in the Agreement.
1. The
Investor is, as of the date hereof, and will be, as of the date of the Transfer,
a Permitted Transferee. The Investor is not acquiring its ownership interest
in
the Certificate for the account of a Person other than a Permitted Transferee.
2. The
Investor has been advised and understands that (i) a tax will be imposed on
Transfers of the Certificate to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is
through an agent (which includes a broker, nominee or middleman) for a Person
that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if
a
subsequent transferee furnishes to such Person an affidavit that such subsequent
transferee is a Permitted Transferee, and at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.
3. The
Investor has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Investor understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record
holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury regulations, Persons holding
interests in pass-through entities as a nominee for another
Person.)
4. The
Investor has reviewed the provisions of Section 6.02(i) of the Agreement
and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate, including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding any prohibited
Transfers and mandatory sales. The Investor expressly agrees to be bound
by, and
to abide by, such provisions of the Agreement and the restrictions noted
on the
face of the Certificate. The Investor understands and agrees that any breach
of
any of the representations included herein shall render the Transfer of the
Certificate to the Investor contemplated hereby null and void. The Investor
consents to any amendment of the Agreement that shall be deemed necessary
by the
Depositor (upon advice of nationally recognized counsel) to constitute a
reasonable arrangement to ensure that the Certificate will not be owned directly
or indirectly by a Person other than a Permitted Transferee.
5. The
Investor agrees not to Transfer the Certificate, or cause the Transfer of
the
Certificate by a Person for whom the Investor is acting as nominee, trustee
or
agent, in each case unless it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement containing these
same representations and covenants from the subsequent transferee. In connection
with any such Transfer by the Investor, the Investor agrees to deliver to
the
Trustee and the Depositor an affidavit substantially in the form set forth
as
Exhibit R to the Agreement to the effect that the Investor has no actual
knowledge that the Person to which the Transfer is to be made is not a Permitted
Transferee.
6. The
Investor has historically paid its debts as they have come due, intends to
pay
its debts as they come due in the future, and understands that the taxes
associated with holder an ownership interest in the Certificate may exceed
the
cash flow with respect thereto in some or all periods and intends to pay
such
taxes as they become due. The Investor does not have the intention, and no
purpose of the Transfer of the Certificate to the Investor is, to impede
the
assessment or collection of any tax legally required to be paid with respect
to
the Certificate.
7. The
Investor’s U.S. taxpayer identification number is [_____________].
8. The
Investor is a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “United State Person”).
9. The
Investor is aware that the Certificate may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E
of the
Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
unless no significant purpose of the transfer was to impede the assessment
or
collection of tax.
10. The
Investor will not cause income from the Certificate to be attributable to
a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Investor or any other United States
Person.
11. Check
one
of the following:
o The
Transfer
of the Certificate complies with U.S. Treasury Regulation Sections
1.860E-1(c)(7) and (8) and, accordingly:
(i)
the
present value of the anticipated tax liabilities associated with holding
the
Certificate does not exceed the sum of:
|
(a)
|
the
present value of any consideration given to the Investor to acquire
such
Certificate;
|
|
(b)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
(c)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates losses;
and
|
(ii) the
Transfer of the Certificate will not result in such Certificate being held,
directly or indirectly, by a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Investor or
any
other United States Person.
For
purposes of the calculation in clause (i) above, (x) the Investor is assumed
to
pay tax at the highest rate currently specified in Section 11(b)(1) of the
Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of
the highest rate specified in Section 11(b)(1) of the Code if the Investor
has
been subject to the alternative minimum tax under Section 55 of the Code
in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (y) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by
Section
1274(d) of the Code for the month of the transfer and the compounding period
used by the Investor.
o The
Transfer of the
Certificate complies with U.S. Treasury Regulation Sections 1.860E-1(c)(5)
and
(6) and, accordingly:
|
(i)
|
the
Investor is an “eligible corporation,” as defined in U.S. Treasury
Regulation Section 1.860E-1(c)(6)(i), as to which income from the
Certificate will only be taxed in the United
States;
|
|
(ii)
|
at
the time of the Transfer, and at the close of the Investor’s two fiscal
years preceding the fiscal year of the transfer, the Investor had
gross
assets for financial reporting purposes (excluding any obligation
of a
“related person” to the Investor within the meaning of U.S. Treasury
Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
purpose of which is to permit the Investor to satisfy the condition
of
this clause (ii)) in excess of $100 million and net assets in excess
of
$10 million;
|
|
(iii)
|
the
Investor will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulation Section
1.860E-1(c)(6)(i), in a transaction in which the requirements of
U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
provides a similar affidavit with this box checked;
and
|
|
(iv)
|
the
Investor determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Investor) that it has determined in good
faith and
has concluded that such consideration, together with other assets
of the
Investor, will be sufficient to cover the taxes associated with
the
Certificate.
|
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
|
[NAME
OF INVESTOR]
|
||||||||||||
|
By:
|
||||||||||||
|
Name:
|
[Name
of Officer]
|
|||||||||||
|
Title:
|
[Title
of Officer]
|
|||||||||||
|
[Address
of Investor for receipt of distributions]
|
||||||||||||
|
Address
of Investor for receipt of tax
information:
|
||||||||||||
Personally
appeared before me the above-named [Name of Officer], known or proved to
me to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Investor, and acknowledged to me that he/she executed the
same
as his/her free act and deed and the free act and deed of the
Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
D
FORM
OF
TRANSFEROR CERTIFICATE
______________,
200___
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Bear Xxxxxxx Mortgage Funding Trust 2007-SL2
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust
2007-SL2
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates,
Series 2007-SL2 (the “Certificates”), including the Class [__]
Certificates (the “Privately Offered Certificates”)
|
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of
Mortgage-Backed Certificates, Series 2007-SL2, Class _____ (the “Certificates”),
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of February 1, 2007, among Bear Xxxxxxx Asset
Backed Securities I LLC, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and as master servicer, and LaSalle Bank National
Association, as trustee (the “Trustee”). The Seller hereby certifies, represents
and warrants to, a covenants with, the Depositor and the Trustee
that:
Neither
the Seller nor anyone acting on its behalf (a) has offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
or
(e) has taken any other action, that (as to any of (a) through (e) above)
would
constitute a distribution of the Certificates under the Securities Act of
1933
(the “Act”), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in
any
manner set forth in the foregoing sentence with respect to any Certificate.
The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing
Agreement.
|
Very
truly yours,
|
||||||||||||||
|
(Seller)
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
EXHIBIT
E
FORM
OF
INVESTMENT LETTER (NON RULE 144A)
[Date]
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Bear Xxxxxxx Mortgage Funding Trust 2007-SL2
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust
2007-SL2
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates,
Series 2007-SL2 (the “Certificates”), including the Class [__]
Certificates (the “Privately Offered
Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, we confirm
that:
|
(i)
|
we
understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”) or any
applicable state securities or “Blue Sky” laws, and are being sold to us
in a transaction that is exempt from the registration requirements
of such
laws;
|
||
|
(ii)
|
any
information we desired concerning the Certificates, including the
Privately Offered Certificates, the trust in which the Certificates
represent the entire beneficial ownership interest (the “Trust”) or any
other matter we deemed relevant to our decision to purchase Privately
Offered Certificates has been made available to us;
|
||
|
(iii)
|
we
are able to bear the economic risk of investment in Privately Offered
Certificates; we are an institutional “accredited investor” as defined in
Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the
Act and a sophisticated institutional investor;
|
||
|
(iv)
|
we
are acquiring Privately Offered Certificates for our own account,
not as
nominee for any other person, and not with a present view to any
distribution or other disposition of the Privately Offered
Certificates;
|
||
|
(v)
|
we
agree the Privately Offered Certificates must be held indefinitely
by us
(and may not be sold, pledged, hypothecated or in any way disposed
of)
unless subsequently registered under the Act and any applicable
state
securities or “Blue Sky” laws or an exemption from the registration
requirements of the Act and any applicable state securities or
“Blue Sky”
laws is available;
|
||
|
(vi)
|
we
agree that in the event that at some future time we wish to dispose
of or
exchange any of the Privately Offered Certificates (such disposition
or
exchange not being currently foreseen or contemplated), we will
not
transfer or exchange any of the Privately Offered Certificates
unless:
|
||
|
(A)
(1) the sale is to an Eligible Purchaser (as defined below), (2)
if
required by the Pooling and Servicing Agreement (as defined below)
a
letter to substantially the same effect as either this letter or,
if the
Eligible Purchaser is a Qualified Institutional Buyer as defined
under
Rule 144A of the Act, the Rule 144A and Related Matters Certificate
in the
form attached to the Pooling and Servicing Agreement (as defined
below)
(or such other documentation as may be acceptable to the Trustee)
is
executed promptly by the purchaser and delivered to the addressees
hereof
and (3) all offers or solicitations in connection with the sale,
whether
directly or through any agent acting on our behalf, are limited
only to
Eligible Purchasers and are not made by means of any form of general
solicitation or general advertising whatsoever; and
|
|||
|
(B)
if the Privately Offered Certificate is not registered under the
Act (as
to which we acknowledge you have no obligation), the Privately
Offered
Certificate is sold in a transaction that does not require registration
under the Act and any applicable state securities or “blue sky” laws and,
if LaSalle Bank National Association (the “Trustee”) so requests, a
satisfactory Opinion of Counsel is furnished to such effect, which
Opinion
of Counsel shall be an expense of the transferor or the
transferee;
|
|||
|
(vii)
|
we
agree to be bound by all of the terms (including those relating
to
restrictions on transfer) of the Pooling and Servicing Agreement,
pursuant
to which the Trust was formed; we have reviewed carefully and understand
the terms of the Pooling and Servicing Agreement;
|
||
|
(viii)
|
either:
(i) we are not acquiring the Privately Offered Certificate directly
or
indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or section
4975 of the
Internal Revenue Code of 1986, as amended, or (ii) we have provided
the
Opinion of Counsel required by the Agreement.
|
||
|
(ix)
|
We
understand that each of the Privately Offered Certificates bears,
and will
continue to bear, a legend to substantiate the following effect:
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “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. [In
the case of the Class C Certificates]: NO
TRANSFER OF ANY CLASS C CERTIFICATE SHALL BE MADE UNLESS THE TRANSFEREE
OF
SUCH CLASS C CERTIFICATE PROVIDES TO THE TRUSTEE THE APPROPRIATE
TAX
CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY,
OR
W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)), AS A CONDITION
TO
SUCH TRANSFER AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
OF ANY
SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY
REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT ANY IRS FORM
W-9 OR IRS
FORM W-8BEN, W-8IMY, OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR
FORM
THERETO), HAS BECOME OBSOLETE OR INCORRECT. UPON RECEIPT OF ANY
SUCH TAX
CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS C CERTIFICATE,
THE
TRUSTEE SHALL PROVIDE A COPY OF SUCH TAX CERTIFICATION FORM TO
THE
SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE SUPPLEMENTAL INTEREST
TRUST
TRUSTEE SHALL PROVIDE A COPY OF ANY SUCH TAX CERTIFICATION FORM
TO THE
SWAP PROVIDER. IN THE CASE OF A PRIVATELY OFFERED CERTIFICATE
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, THE TRUSTEE, THE MASTER SERVICER OR THE DEPOSITOR
TO
ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
|
||
“Eligible
Purchaser”
means a
corporation, partnership or other entity which we have reasonable grounds
to
believe and do believe (i) can make representations with respect to itself
to
substantially the same effect as the representations set forth herein, and
(ii)
is either a Qualified Institutional Buyer as defined under Rule 144A of the
Act
or an institutional “Accredited Investor” as defined under Rule 501 of the
Act.
Terms
not
otherwise defined herein shall have the meanings assigned to them in the
Pooling
and Servicing Agreement, dated as of February 1, 2007, among Bear Xxxxxxx
Asset
Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller
and
as master servicer, and LaSalle Bank National Association, as trustee (the
“Pooling and Servicing Agreement’).
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): __________________________
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
___
day of ________, 20___.
|
Very
truly yours,
|
|||||||||||||
|
[PURCHASER]
|
|||||||||||||
|
By:
|
|||||||||||||
|
(Authorized
Officer)
|
|||||||||||||
|
By:
|
|||||||||||||
|
(Attorney-in-fact)
|
|||||||||||||
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be
the
Purchaser identified above, for whom the undersigned is acting as
nominee.
|
[NAME
OF NOMINEE]
|
|||||||||||||
|
By:
|
|||||||||||||
|
(Authorized
Officer)
|
|||||||||||||
|
By:
|
|||||||||||||
|
(Attorney-in-fact)
|
|||||||||||||
EXHIBIT
F
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Bear Xxxxxxx Mortgage Funding Trust 2007-SL2
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust
2007-SL2
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates,
Series 2007-SL2 (the “Certificates”), including the Class [__]
Certificates (the“Privately
Offered Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, the undersigned
certifies to each of the parties to whom this letter is addressed that it
is a
qualified institutional buyer (as defined in Rule 144A under the Securities
Act
of 1933, as amended (the “Act”)) as follows:
1. It
owned
and/or invested on a discretionary basis eligible securities (excluding
affiliate’s securities, bank deposit notes and CD’s, loan participations,
repurchase agreements, securities owned but subject to a repurchase agreement
and swaps), as described below:
Date:
______________, 20__ (must be on or after the close of its most recent fiscal
year)
Amount:
$
_____________________; and
2. The
dollar amount set forth above is:
|
a.
|
greater
than $100 million and the undersigned is one of the following
entities:
|
|
(1)
|
[_]
|
an
insurance company as defined in Section 2(13) of the Act1 ;
or
|
|||
|
(2)
|
[_]
|
an
investment company registered under the Investment Company Act
or any
business development company as defined in Section 2(a)(48) of
the
Investment Company Act of 1940; or
|
|||
|
(3)
|
[_]
|
a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; or
|
|||
|
(4)
|
[_]
|
a
plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political
subdivisions, the laws of which permit the purchase of securities
of this
type, for the benefit of its employees and (ii) the governing investment
guidelines of which permit the purchase of securities of this type;
or
|
|||
|
(5)
|
[_]
|
a
business development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940; or
|
|||
|
(6)
|
[_]
|
a
corporation (other than a U.S. bank, savings and loan association
or
equivalent foreign institution), partnership, Massachusetts or
similar
business trust, or an organization described in Section 501(c)(3)
of the
Internal Revenue Code; or
|
|||
|
(7)
|
[_]
|
a
U.S. bank, savings and loan association or equivalent foreign institution,
which has an audited net worth of at least $25 million as demonstrated
in
its latest annual financial statements; or
|
|||
|
(8)
|
[_]
|
an
investment adviser registered under the Investment Advisers Act;
or
|
|||
|
b.
|
[_]
|
greater
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC; or
|
|||
|
c.
|
[_]
|
less
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC and will only purchase Rule 144A securities in transactions
in
which it acts as a riskless principal (as defined in Rule 144A);
or
|
|||
|
d.
|
[_]
|
less
than $100 million, and the undersigned is an investment company
registered
under the Investment Company Act of 1940, which, together with
one or more
registered investment companies having the same or an affiliated
investment adviser, owns at least $100 million of eligible securities;
or
|
|||
|
e.
|
[_]
|
less
than $100 million, and the undersigned is an entity, all the equity
owners
of which are qualified institutional
buyers.
|
|||
The
undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance
on
its continued compliance with Rule 144A. It is aware that the transferor
may
rely on the exemption from the provisions of Section 5 of the Act provided
by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account
or for
the account of a Qualified Institutional Buyer to whom notice is given that
the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
an
institutional “accredited investor,” as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public
offering.
The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer
or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate
in the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional “accredited
investor,” the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling
and
Servicing Agreement, dated as of February 1, 2007, among Bear Xxxxxxx Asset
Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller
and
as master servicer, and LaSalle Bank National Association, as trustee, pursuant
to which the Certificates were issued.
The
undersigned certifies that either: (i) it is not acquiring the Privately
Offered
Certificates directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section 4975 of
the
Internal Revenue Code of 1986, as amended, or (ii) it has provided the Opinion
of Counsel required by the Agreement.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): ________________________
1 A
purchase by an insurance company for one or more of its separate accounts,
as
defined by Section 2(a)(37) of the Investment Company Act of 1940, which
are
neither registered nor required to be registered thereunder, shall be
deemed to
be a purchase for the account of such insurance company.
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
____
day of ___________, 20___.
|
Very
truly yours,
|
|||||||||||||
|
[PURCHASER]
|
|||||||||||||
|
By:
|
|||||||||||||
|
(Authorized
Officer)
|
|||||||||||||
|
By:
|
|||||||||||||
|
(Attorney-in-fact)
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Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be
the
Purchaser identified above, for whom the undersigned is acting as
nominee.
|
[NAME
OF NOMINEE]
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|||||||||||||
|
By:
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|||||||||||||
|
(Authorized
Officer)
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By:
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(Attorney-in-fact)
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EXHIBIT
G
FORM
OF
REQUEST FOR RELEASE
To:
Xxxxx
Fargo Bank, National Association
0000
00xx
Xxxxxx Xxxxxxxxx, XX 0031
Xxxxxxxxxxx,
XX 00000
|
RE:
|
Bear
Xxxxxxx Mortgage Funding Trust 2007-SL2,
Pooling
and Servicing Agreement, dated as of February 1, 2007, among Bear
Xxxxxxx
Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation,
as
seller and as master servicer, and LaSalle Bank National Association,
as
trustee
|
In
connection with the administration of the Mortgage Loans held by you pursuant
to
the above-captioned Pooling and Servicing Agreement, we request the release,
and
hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described
below, for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
|
_____
|
1.
|
Mortgage
Paid in Full and proceeds have been deposited into the Custodial
Account
|
|
|
_____
|
2.
|
Foreclosure
|
|
|
_____
|
3.
|
Substitution
|
|
|
_____
|
4.
|
Other
Liquidation
|
|
|
_____
|
5.
|
Nonliquidation
|
Reason:_________________________________
|
|
_____
|
6.
|
California
Mortgage Loan paid in full
|
|
|
By:
|
||||||||
|
(authorized
signer)
|
||||||||
|
Issuer:
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||||||||
|
Address:
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Date:
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EXHIBIT
H
DTC
LETTER OF REPRESENTATIONS
[Provided
Upon Request]
EXHIBIT
I
Schedule
of Mortgage Loans with Lost Notes
[Provided
Upon Request]
EXHIBIT
J
FORM
OF
XXXXX FARGO CUSTODIAL AGREEMENT
CUSTODIAL
AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of February 28, 2007, by and among LASALLE BANK NATIONAL
ASSOCIATION, not individually but solely as trustee under the Pooling and
Servicing Agreement defined below (in such capacity, including its successors
under the Pooling and Servicing Agreement defined below, the “Trustee”), BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC, as depositor (together with any successor
in interest, the “Depositor”), EMC MORTGAGE CORPORATION, as seller (in such
capacity, “EMC” and “Seller”) and as master servicer (in such capacity, together
with any successor in interest or successor under the Pooling and Servicing
Agreement referred to below, the “Master Servicer”), and XXXXX FARGO BANK, N.A.,
as custodian (together with any successor in interest or any successor appointed
hereunder, the “Custodian”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, EMC, the Master Servicer, and the Trustee have entered into
a
Pooling and Servicing Agreement, dated as of February 1, 2007, relating to
the
issuance of Bear Xxxxxxx Mortgage Funding Trust 2007-SL2, Mortgage-Backed
Certificates, Series 2007-SL2 (as in effect on the date of this Agreement,
and
as amended and supplemented from time to time, the “Pooling and Servicing
Agreement”).
WHEREAS,
the Custodian has agreed to act as agent for the Trustee on behalf of the
Certificateholders for the purposes of receiving and holding certain documents
and other instruments delivered by the Depositor, the Seller or the Master
Servicer under the Pooling and Servicing Agreement, all upon the terms,
conditions and obligations and subject to the limitations hereinafter set
forth.
In the event any custodian terms, conditions and obligations are defined
in the
Pooling and Servicing Agreement, this custodial agreement shall
supercede;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Seller,
the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE
I
DEFINITIONS
Capitalized
terms used in this Agreement and not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement, unless otherwise required
by
the context herein.
ARTICLE
II
CUSTODY
OF MORTGAGE DOCUMENTS
Section
2.1. Custodian
to Act as Agent: Acceptance of Mortgage Files. The Custodian, as
the duly appointed custodial agent of the Trustee for these purposes,
acknowledges (subject to any exceptions noted in the Initial Certification
referred to in Section 2.3(a)) receipt of the Mortgage Files relating to
the
Mortgage Loans identified on the schedule attached hereto (the “Mortgage Files”)
and declares that it holds and will hold such Mortgage Files as agent for
the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section
2.2. Recordation
of Assignments. If any Mortgage File includes one or more
assignments of Mortgage that have not been recorded pursuant to the provisions
of Section 2.01 of the Pooling and Servicing Agreement and the related Mortgage
Loan is not a MOM Loan or the related Mortgaged Properties are located in
jurisdictions specifically excluded by the Opinion of Counsel delivered to
the
Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement,
each
such assignment shall be delivered by the Custodian to the Seller for the
purpose of recording it in the appropriate public office for real property
records, and the Seller, at no expense to the Custodian, shall promptly cause
to
be recorded in the appropriate public office for real property records each
such
assignment of Mortgage and, upon receipt thereof from such public office,
shall
return each such assignment of Mortgage to the Custodian.
Section
2.3. Review
of Mortgage Files.
(a) On
or
prior to the Closing Date, in accordance with Section 2.02 of the Pooling
and
Servicing Agreement, the Custodian shall deliver to the Seller, the Master
Servicer and the Trustee an Initial Certification in the form annexed hereto
as
Exhibit One evidencing receipt (subject to any exceptions noted therein)
of a
Mortgage File for each of the Mortgage Loans listed on Schedule A attached
hereto (the “Mortgage Loan Schedule”).
(b) Within
90
days of the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section
2.02
of the Pooling and Servicing Agreement, each such document, and shall deliver
to
the Seller, the Master Servicer and the Trustee an Interim Certification
in the
form annexed hereto as Exhibit Two to the effect that all such documents
have
been executed and received and that such documents relate to the Mortgage
Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed
on
Schedule A attached to such Interim Certification. The Custodian shall be
under
no duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be
on
their face.
(c) Not
later
than 180 days after the Closing Date, the Custodian shall review, for the
benefit of Certificateholders, the Mortgage Files as provided in Section
2.02 of
the Pooling and Servicing Agreement and deliver to the Seller, the Master
Servicer and the Trustee a Final Certification in the form annexed hereto
as
Exhibit Three evidencing the completeness of the Mortgage Files.
(d) In
reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
Agreement, the Custodian shall make no representation as to and shall not
be
responsible to verify (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency or genuineness of any of the documents
included in any Mortgage File or (ii) the collectability, insurability,
effectiveness or suitability of any of the documents in any Mortgage
File.
Upon
receipt of written request from EMC, the Master Servicer or the Trustee,
the
Custodian shall as soon as practicable supply such Person with a list of
all of
the documents relating to the Mortgage Loans missing from the Mortgage
Files.
Section
2.4. Notification
of Breaches of Representations and Warranties. Upon discovery by
the Custodian of a breach of any representation or warranty made by the
Depositor as set forth in the Pooling and Servicing Agreement with respect
to a
Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Depositor, the Master Servicer and the
Trustee.
Section
2.5. Custodian
to Cooperate: Release of Mortgage Files. Upon receipt of written
notice from the Master Servicer or Trustee that EMC has repurchased one or
more
Mortgage Loans pursuant to Article II of the Pooling and Servicing Agreement,
and a request for release (a “Request for Release”) confirming that the purchase
price therefor has been deposited in the Master Servicer Collection Account
or
the Distribution Account, then the Custodian agrees to promptly release to
EMC
the related Mortgage Files.
Upon
the
Custodian’s receipt of a Request for Release substantially in the form of
Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer
of the Master Servicer, stating that it has received payment in full of a
Mortgage Loan or that payment in full will be escrowed in a manner customary
for
such purposes, the Custodian agrees promptly to release to the Master Servicer,
the related Mortgage File. The Depositor shall deliver to the
Custodian and the Custodian agrees to review in accordance with the provisions
of this Agreement the Mortgage Note and other documents constituting the
Mortgage File with respect to any Replacement Mortgage Loan.
From
time
to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan,
the Master Servicer shall deliver to the Custodian a Request for Release
signed
by a Servicing Officer requesting that possession of all of the Mortgage
File be
released to the Master Servicer and certifying as to the reason for such
release
and that such release will not invalidate any insurance coverage provided
in
respect of the Mortgage Loan. Upon receipt of the foregoing, the Custodian
shall
deliver the Mortgage File to Master Servicer. All Mortgage Files so released
to
the Master Servicer, shall be held by it in trust for the Trustee for the
use
and benefit of all present and future Certificateholders. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by Master Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Master
Servicer Collection Account or the Distribution Account or (ii) the Mortgage
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying
as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery.
At
any
time that the Master Servicer is required to deliver to the Custodian a Request
for Release, the Master Servicer shall deliver two copies of the Request
for
Release if delivered in hard copy or the Master Servicer may furnish such
Request for Release electronically to the Custodian, in which event the
Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage
File because of a repurchase of a Mortgage Loan, such Request for Release
shall
be accompanied by an assignment of mortgage, without recourse, representation
or
warranty from the Trustee to EMC (unless such Mortgage Loan is a MOM Loan)
and
the related Mortgage Note shall be endorsed without recourse, representation
or
warranty by the Trustee and be returned to EMC; provided, however, that in
the
case of a Mortgage Loan that is registered on the MERS System, no assignment
of
mortgage or endorsement of the Mortgage Note by the Trustee shall be
required. In connection with any Request for Release of a Mortgage
File because of the payment in full of a Mortgage Loan, such Request for
Release
shall be accompanied by a certificate of satisfaction or other similar
instrument to be executed by or on behalf of the Trustee and returned to
the
Master Servicer.
Section
2.6. Assumption
Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered
into with respect to any Mortgage Loan subject to this Agreement, the Master
Servicer shall notify the Custodian that such assumption or substitution
agreement has been completed by forwarding to the Custodian the original
of such
assumption or substitution agreement, which shall be added to the related
Mortgage File and, for all purposes, shall be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE
III
CONCERNING
THE CUSTODIAN
Section
3.1. Custodian
as Bailee and Agent of the Trustee. With respect to each Mortgage
Note, Mortgage and other documents constituting each Mortgage File which
are
delivered to the Custodian, the Custodian is exclusively the bailee and
custodial agent of the Trustee and has no instructions to hold any Mortgage
Note
or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties
as
are specifically set forth in this Agreement and in the Pooling and Servicing
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered
by the
Custodian to the Depositor or the Master Servicer or otherwise released from
the
possession of the Custodian.
Section
3.2. Custodian
May Own Certificates. The Custodian and its affiliates in their
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights such persons would have if the Custodian were not Custodian
hereunder.
Section
3.3. Trustee
to Pay Custodian’s Fees. The Trustee covenants and agrees to pay
to the Custodian from time to time, and the Custodian shall be entitled to,
reasonable compensation for all services rendered by it in the exercise and
performance of any of the powers and duties hereunder of the
Custodian.
Section
3.4. Custodian
May Resign; Trustee May Remove Custodian. The Custodian may
resign from the obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as Custodian of the Mortgage
Loans
hereunder. Upon receiving such written notice of resignation, the Trustee
shall
either take custody of the Mortgage Files itself and give prompt written
notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian and one copy
to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and
have
accepted appointment within 30 days after the giving of such written notice
of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The
Trustee may remove the Custodian at any time upon 60 days prior written notice
to Custodian. In such event, the Trustee shall appoint, or petition a court
of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision
or
examination by federal or state authority shall be able to satisfy the other
requirements contained in Section 3.6 and shall be unaffiliated with the
Master
Servicer, the Company and the Depositor.
Any
resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.4 shall become effective
upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Depositor and the Master Servicer of the appointment
of any successor Custodian. Notwithstanding anything to the contrary set
forth
herein, no successor Custodian shall be appointed by the Trustee without
the
prior approval of the Depositor and the Master Servicer.
Section
3.5. Merger
or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated,
or
any Person resulting from any merger, conversion or consolidation to which
the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian (by sale of assets, stock or a combination of both), shall be the
successor of the Custodian hereunder, without the execution or filing of
any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided that such successor is a
depository institution subject to supervision or examination by federal or
state
authority and is able to satisfy the other requirements contained in Section
3.6
and is unaffiliated with the Master Servicer or the Depositor.
Section
3.6. Representations
of the Custodian. The Custodian hereby represents that it is a
depository institution subject to supervision or examination by a federal
or
state authority, has a combined capital and surplus of at least $15,000,000
and
is qualified to do business in the jurisdictions in which it will hold any
Mortgage File.
Section
3.7. Limitation
on Liability. Neither the Custodian nor any of its directors,
officers, agents or employees, shall be liable for any action taken or omitted
to be taken by it or them hereunder or in connection herewith in good faith
and
believed (which belief may be based upon the opinion or advice of counsel
selected by it in the exercise of reasonable care) by it or them to be within
the purview of this Agreement, except for its or their own negligence, bad
faith
or willful misconduct. The Custodian and any director, officer,
employee or agent of the Custodian may rely in good faith on any document
of any
kind prima facie properly executed and submitted by any Person respecting
any
matters arising hereunder. In no event shall the Custodian or its
directors, officers, agents and employees be held liable for any special,
indirect or consequential damages (“Special Damages”) resulting from any action
taken or omitted to be taken by it or them hereunder or in connection herewith
even if advised of the possibility of such damages.
Notwithstanding
anything herein to the contrary, the Custodian agrees to indemnify the Trust
Fund and the Trustee and each of their respective officers, directors and
agents
for any and all liabilities, obligations, losses, damages, payments, costs
or
expenses of any kind whatsoever (except Special Damages) that may be imposed
on,
incurred by or asserted against the Trustee or the Trust Fund, due to any
act or
omission by the Custodian with respect to the Mortgage Files; provided, however,
that the Custodian shall not be liable to any of the foregoing Persons for
any
amount and any portion of any such amount resulting from the willful
misfeasance, bad faith or negligence of such Person. The provisions
of this Section 3.7 shall survive the termination of this Custodial
Agreement.
The
Custodian and its directors, officers, employees and agents shall be entitled
to
indemnification and defense from the Trust Fund for any loss, liability damages,
payments, costs or expense incurred without negligence, willful misconduct,
bad
faith on their part, arising out of, or in connection with, the acceptance
or
administration of the custodial arrangement created hereunder, including
without
limitation the costs and expenses of defending themselves against any claim
or
liability in connection with the exercise or performance of any of their
powers
or duties hereunder.
ARTICLE
IV
COMPLIANCE
WITH REGULATION AB
Section
4.1. Intent
of the Parties; Reasonableness. The parties hereto acknowledge
and agree that the purpose of this Article IV is to facilitate compliance
by the
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission. The Depositor shall not exercise its right to request
delivery of information or other performance under these provisions other
than
in good faith, or for purposes other than compliance with the Securities
Act,
the Exchange Act and the rules and regulations of the Commission under the
Securities Act and the Exchange Act. Each of the parties hereto acknowledges
that interpretations of the requirements of Regulation AB may change over
time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the mortgage-backed securities markets, advice
of counsel, or otherwise, and agrees to comply with requests made by the
Depositor in good faith for delivery of information under these provisions
on
the basis of evolving interpretations of Regulation AB. The Custodian shall
cooperate reasonably with the Depositor to deliver to the Depositor (including
any of its assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable,
good faith determination of the Depositor to permit the Depositor to comply
with
the provisions of Regulation AB.
Section
4.2. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian hereby represents and warrants that the information set forth in
the
Prospectus Supplement under the caption “Description of the Certificates – The
Custodian” (the “Custodian Disclosure”) does not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Depositor under
Section
4.3 that, except as disclosed in writing to the Depositor prior to such date:
(i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Agreement or any other Securitization Transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by
the
Depositor to the Custodian in writing as of the Closing Date (each, a
“Transaction Party”).
(c) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a)
of
this Section or, if any such representation and warranty is not accurate
as of
the date of such confirmation, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless
the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
4.3. Additional
Information to Be Provided by the Custodian. For so long as the
certificates are outstanding, for the purpose of satisfying the Depositor's
reporting obligation under the Exchange Act with respect to any class of
Certificates, the Custodian shall (a) notify the Depositor in writing of
any
material litigation or governmental proceedings pending against the Custodian
that would be material to Certificateholders, and (b) provide to the Depositor
a
written description of such proceedings. Any notices and descriptions required
under this Section 4.3 shall be given no later than five Business Days prior
to
the Determination Date following the month in which the Custodian has knowledge
of the occurrence of the relevant event. As of the date the Depositor or
Master
Servicer files each Report on Form 10-D or Form 10-K with respect to the
Certificates, the Custodian will be deemed to represent that any information
previously provided under this Section 4.3, if any, is materially correct
and
does not have any material omissions unless the Custodian has provided an
update
to such information.
Section
4.4. Report
on Assessment of Compliance and Attestation. On or before March
15 of each calendar year in which a report on Form 10-K is required to be
filed
with respect to the Certificates, the Custodian shall:
(a) deliver
to the Trustee, the Master Servicer and the Depositor a
report regarding the Custodian’s assessment of compliance (an
“Assessment of Compliance”) with the Servicing Criteria (as identified and
marked in Exhibit Four attached hereto) during the preceding calendar year,
as
required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
of
Regulation AB. The Assessment of Compliance, as set forth in Regulation AB,
must
contain (i) a statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Custodian, (ii)
a
statement by such officer that the Custodian used the Servicing Criteria
attached as Exhibit Four hereto, and which will also be attached to the
Assessment of Compliance, to assess compliance with the Servicing Criteria
applicable to the Custodian, (iii) an assessment by such officer of the
Custodian’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 the Custodian performs with respect
to asset-based securities transactions taken as a whole involving the Custodian,
that are backed by the same asset type as the Mortgage Loans, (iv) a statement
that a registered public accounting firm has issued an attestation report
on the
Custodian’s Assessment of Compliance for the period consisting of the preceding
calendar year, and (v) a statement as to which of the Servicing Criteria,
if
any, are not applicable to the Custodian, which statement shall be based
on the
activities the Custodian performs with respect to asset-backed securities
transactions taken as a whole involving the Custodian, that are backed by
the
same asset type as the Mortgage Loans. Such report at a minimum shall address
each of the Servicing Criteria identified and marked on Exhibit Four attached
hereto as being applicable to the Custodian; and
(b) deliver
to the Trustee, the Master Servicer and the Depositor an Attestation Report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Custodian, 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.
(c) Notwithstanding
the foregoing, an Assessment of Compliance is not required to be delivered
by
the Custodian unless it is required as part of a Form 10-K with respect to
the
Trust Fund.
(d) In
the
event the Custodian is terminated under, or resigns pursuant to, the terms
of
this Agreement, the Custodian shall provide an Assessment of Compliance and
cause to be provided an Attestation Report pursuant to this Section 4.4
notwithstanding any such termination or resignation.
Section
4.5. Indemnification;
Remedies.
(a) The
Custodian shall indemnify the Depositor, each affiliate of the Depositor,
the Master Servicer, the Trustee and each broker dealer acting as
underwriter, placement agent or initial purchaser of the Certificates or
each
Person who controls any of such parties (within the meaning of Section 15
of the
Securities Act and Section 20 of the Exchange Act); and the respective present
and former directors, officers, employees and agents of each of the foregoing,
and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon:
(i) (A)
any
untrue statement of a material fact contained or alleged to be contained
in the
Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
of
the Custodian (collectively, the “Custodian Information”), or (B) the omission
or alleged omission to state in the Custodian Information a material fact
required to be stated in the Custodian Information or necessary in order
to make
the statements therein, in the light of the circumstances under which they
were
made, not misleading; or
(ii) any
failure by the Custodian to deliver any information, report, certification,
accountants’ attestation or other material when and as required under this
Article IV.
(b) In
the
case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Depositor for all costs reasonably
incurred by the Depositor in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
ARTICLE
V
MISCELLANEOUS
PROVISIONS
Section
5.1. Notices. All
notices, requests, consents and demands and other communications required
under
this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered or certified
mail, postage prepaid, return receipt requested, at the addresses specified
on
the signature page hereof (unless changed by the particular party whose address
is stated herein by similar notice in writing), in which case the notice
will be
deemed delivered when received.
Section
5.2. Amendments. No
modification or amendment of or supplement to this Agreement shall be valid
or
effective unless the same is in writing and signed by all parties hereto.
The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling and Servicing Agreement and furnish the Custodian with written
copies thereof.
Section
5.3. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
Section
5.4. Recordation
of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for
real
property records in all the counties or other comparable jurisdictions in
which
any or all of the properties subject to the Mortgages are situated, and in
any
other appropriate public recording office or elsewhere, such recordation
to be
effected by the Depositor and at the Trust’s expense, but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor
to
the effect that the failure to effect such recordation is likely to materially
and adversely affect the interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
5.5. Severability
of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever
held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of
this
Agreement and shall in no way affect the validity or enforceability of the
other
provisions of this Agreement or of the Certificates or the rights of the
holders
thereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
| Address: |
LASALLE
BANK NATIONAL ASSOCIATION, not individually but solely as
Trustee
|
|||
|
000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
|
By:
|
|
||
|
Attention:
Global Securities and Trust Services - Bear Xxxxxxx
|
Name: |
|
||
|
Mortgage
Funding Trust, Series 2007-SL2
|
Title: |
|
||
|
|
|
|||
|
Address:
|
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
|
|||
|
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
By:
|
|
||
|
|
Name: |
Xxxxxx
X. Xxxxxxxxx, Xx.
|
||
|
|
Title: |
Vice
President
|
||
|
|
|
|||
|
Address:
|
EMC
MORTGAGE CORPORATION
|
|||
|
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
|
By:
|
|||
|
Attention:
Legal Counsel
|
Name:
|
|||
|
Facsimile:
(000) 000-0000
|
Title:
|
|||
|
|
|
|||
|
Address:
|
XXXXX
FARGO BANK, N.A., as Custodian
|
|||
|
0000
00xx Xxxxxx Xxxxxxxxx, XX 0031
|
By:
|
|||
| Xxxxxxxxxxx, XX 00000 | Name: | |||
|
Attention:
Bear Xxxxxxx Mortgage Funding Trust, Series 2007-SL2
|
Title: | |||
| STATE OF ILLINOIS | ) |
| ) ss: | |
| COUNTY OF XXXX | ) |
On
the
28th day of February 2007 before me, a notary public in and for said State,
personally appeared _________________ known to me to be a(n)
__________________of LaSalle Bank National Association, one of the parties
that
executed the within agreement, and also known to me to be the person who
executed the within agreement on behalf of said party and acknowledged to
me
that such party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
|
Notary
Public
|
[SEAL]
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
On
the
28th day of February 2007 before me, a notary public in and for said State,
personally appeared Xxxxxx X. Xxxxxxxxx, Xx., known to me to be a Vice President
of Bear Xxxxxxx Asset Backed Securities I LLC, and also known to me to be
the
person who executed the within instrument on behalf of said party, and
acknowledged to me that such party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
|
Notary
Public
|
[SEAL]
| STATE OF TEXAS | ) |
| ) ss: | |
| COUNTY OF DALLAS | ) |
On
the
28th day of February 2007 before me, a notary public in and for said State,
personally appeared _______________________, known to me to be a(n)
__________________ of EMC Mortgage Corporation, one of the parties that executed
the within instrument, and also known to me to be the person who executed
the
within instrument on behalf of said party, and acknowledged to me that such
party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
|
Notary
Public
|
[SEAL]
| STATE OF MINNESOTA | ) |
| ) ss: | |
| COUNTY OF HENNEPIN | ) |
On
the
28th day of February 2007 before me, a notary public in and for said State,
personally appeared _________________ known to me to be a(n)
__________________of Xxxxx Fargo Bank, N.A., one of the parties that executed
the within agreement, and also known to me to be the person who executed
the
within agreement on behalf of said party and acknowledged to me that such
party
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
|
Notary
Public
|
[SEAL]
SCHEDULE
A
MORTGAGE
LOAN SCHEDULE
(Provided
upon request)
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
February
28, 2007
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attn:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust,
Series 2007-SL2
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
(Facsimile:
(000) 000-0000))
Attention:
Xxxxx Xxxxx
|
|
Re:
|
Custodial
Agreement, dated as of February 28, 2007, by and
among
Bear Xxxxxxx Asset Backed Securities I LLC, EMC
Mortgage
Corporation, LaSalle Bank National Association
and
Xxxxx Fargo Bank, N.A., as Custodian relating to Bear
Xxxxxxx
Mortgage Funding Trust 2007-SL2, Mortgage-
Backed
Certificates, Series
2007-SL2
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
(which contains an original Mortgage Note or lost note affidavit) to the
extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect
to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
|
XXXXX
FARGO BANK, N.A.
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
[DATE]
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attn:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust,
Series 2007-SL2
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
(Facsimile:
(000) 000-0000))
Attention:
Xxxxx Xxxxx
|
|
Re:
|
Custodial
Agreement, dated as of February 28, 2007, by and
among
Bear Xxxxxxx Asset Backed Securities I LLC, EMC
Mortgage
Corporation, LaSalle Bank National Association
and
Xxxxx Fargo Bank, N.A., as Custodian relating to Bear
Xxxxxxx
Mortgage Funding Trust 2007-SL2, Mortgage-
Backed
Certificates, Series
2007-SL2
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(b) of the above-captioned Custodial Agreement
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
|
XXXXX
FARGO BANK, N.A.
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
[DATE]
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attn:
Global Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust,
Series 2007-SL2
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
(Facsimile:
(000) 000-0000))
Attention:
Xxxxx Xxxxx
|
|
Re:
|
Custodial
Agreement, dated as of February 28, 2007, by and
among
Bear Xxxxxxx Asset Backed Securities I LLC, EMC
Mortgage
Corporation, LaSalle Bank National Association
and
Xxxxx Fargo Bank, N.A., as Custodian relating to Bear
Xxxxxxx
Mortgage Funding Trust 2007-SL2, Mortgage-
Backed
Certificates, Series
2007-SL2
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(c) of the above-captioned Custodial
Agreement
and,
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement or in the Pooling and Servicing
Agreement, as applicable.
|
XXXXX
FARGO BANK, N.A.
|
|||
|
|
By:
|
||
| Name: | |||
| Title: | |||
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
FOUR
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address,
at a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the pool assets are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances are made,
reviewed and approved as specified in the transaction
agreements.
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institutions”
with respect to a foreign financial institution means a foreign
financial
institution that meets the requirements of Rule 13k-1(b)(1) of
the
Securities Exchange Act.
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliations; and (D) contain explanations for reconciling items,
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements, (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors; or the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the
servicer.
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related asset pool documents.
|
√
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
√
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements
|
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
|
|
1122(d)(4)(v)
|
The
servicer’s records regarding the pool assets agree with the servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s pool asset (e.g., loan
modifications or re-agings) are made, reviewed and approved by
authorized
personnel in accordance with the transaction agreements and related
pool
asset documents.
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation of recovery actions (e.g., forbearance plans, modifications
and
deed in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
documents.
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.,
Such
records are maintained in at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool
asset documents.
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts);
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 3-
calendar
days of full repayment of the related pool asset, or such other
number of
days specified in the transaction agreements.
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax ore insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the service at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible funds are recognized and recorded
in
accordance with the transaction agreements.
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in item 1114(a)(1)
through (3) or item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
|
EXHIBIT
K
FORM
OF
BACK-UP CERTIFICATION
Re: The
[ ]
agreement dated as of [ ],
200[ ]
(the “Agreement”), among [IDENTIFY PARTIES]
I,
________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
[Securities Administrator] [Trustee], and their officers, with the knowledge
and
intent that they will rely upon this certification, that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the “Company Servicing Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee];
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to
the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant
to the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed
to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
Date: _________________________
By:
Name:
________________________________
Title:
________________________________
MORTGAGE
LOAN PURCHASE AGREEMENT
between
EMC
MORTGAGE CORPORATION
as
Mortgage Loan Seller
and
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
as
Purchaser
Dated
as
of
February
28, 2007
TABLE
OF CONTENTS
|
SECTION
1.
|
Definitions
|
|
SECTION
2.
|
Purchase
and Sale of the Mortgage Loans and Related Rights.
|
|
SECTION
3.
|
Mortgage
Loan Schedule
|
|
SECTION
4.
|
Mortgage
Loan Transfer.
|
|
SECTION
5.
|
Examination
of Mortgage Files.
|
|
SECTION
6.
|
Recordation
of Assignments of Mortgage.
|
|
SECTION
7.
|
Representations
and Warranties of the Mortgage Loan Seller Concerning the Mortgage
Loans
|
|
SECTION
8.
|
Representations
and Warranties Concerning the Mortgage Loan Seller
|
|
SECTION
9.
|
Representations
and Warranties Concerning the Purchaser
|
|
SECTION
10.
|
Conditions
to Closing.
|
|
SECTION
11.
|
Fees
and Expenses
|
|
SECTION
12.
|
Accountants’
Letters.
|
|
SECTION
13.
|
Indemnification.
|
|
SECTION
14.
|
Notices
|
|
SECTION
15.
|
Transfer
of Mortgage Loans
|
|
SECTION
16.
|
Termination
|
|
SECTION
17.
|
Representations,
Warranties and Agreements to Survive Delivery
|
|
SECTION
18.
|
Severability
|
|
SECTION
19.
|
Counterparts
|
|
SECTION
20.
|
Amendment
|
|
SECTION
21.
|
GOVERNING
LAW
|
|
SECTION
22.
|
Further
Assurances
|
|
SECTION
23.
|
Successors
and Assigns.
|
|
SECTION
24.
|
The
Mortgage Loan Seller
|
|
SECTION
25.
|
Entire
Agreement
|
|
SECTION
26.
|
No
Partnership
|
EXHIBITS
AND SCHEDULE TO
MORTGAGE
LOAN PURCHASE AGREEMENT
|
Exhibit
1
|
Contents
of Mortgage File
|
|
Exhibit
2
|
Mortgage
Loan Schedule Information
|
|
Exhibit
3
|
Mortgage
Loan Seller’s Information
|
|
Exhibit
4
|
Purchaser’s
Information
|
|
Exhibit
5
|
Schedule
of Lost Notes
|
|
Exhibit
6
|
Standard
& Poor’s Appendix E to Glossary
|
|
Schedule
A
|
Required
Ratings for Each Class of
Certificates
|
MORTGAGE
LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of February 28, 2007, as amended and
supplemented by any and all amendments hereto (collectively, “this
Agreement”), by and between EMC MORTGAGE CORPORATION, a Delaware corporation
(the “Mortgage Loan Seller”), and BEAR XXXXXXX ASSET BACKED SECURITIES I
LLC, a Delaware limited liability company (the “Purchaser”).
Upon
the
terms and subject to the conditions of this Agreement, the Mortgage Loan
Seller
agrees to sell, and the Purchaser agrees to purchase, certain conventional,
closed-end, fixed rate junior-lien mortgage loans secured by one- to four-family
residences (collectively, the “Mortgage Loans”) as described herein. The
Purchaser intends to deposit the Mortgage Loans into a trust fund (the “Trust
Fund”) and create Bear Xxxxxxx Mortgage Funding Trust 2007-SL2,
Mortgage-Backed Certificates, Series 2007-SL2 (the “Certificates”), under
a pooling and servicing agreement, dated as of February 1, 2007 (the “Pooling
and Servicing Agreement”), among the Purchaser, as depositor, EMC, as
mortgage loan seller and as master servicer (in that capacity, the “Master
Servicer”), and LaSalle Bank National Association, as trustee (the
“Trustee”).
The
Purchaser has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-3 (Number 333-131374)
relating to its Mortgage-Backed Certificates and the offering of certain
series
thereof (including certain classes of the Certificates) from time to time
in
accordance with Rule 415 under the Securities Act of 1933, as amended, and
the
rules and regulations of the Commission promulgated thereunder (the
“Securities Act”). Such registration statement, when it became effective
under the Securities Act, and the prospectus relating to the public offering
of
certain classes of the Certificates by the Purchaser (the “Public
Offering”), as each may be amended or supplemented from time to time
pursuant to the Securities Act or otherwise, are referred to herein as the
“Registration Statement” and the “Prospectus,” respectively. The
“Free Writing Prospectus” shall mean the free writing prospectus, dated
February 15, 2006. The
“Prospectus
Supplement” shall mean
that supplement, dated February 27, 2007, to the Prospectus,
dated December
18, 2006, relating to certain classes of Certificates. With respect to
the Public Offering of certain classes of the Certificates, Bear, Xxxxxxx
&
Co. Inc. (“Bear Xxxxxxx”) and the Purchaser have entered into a terms
agreement, dated as of February 28, 2007, to an underwriting agreement, dated
April 13, 2006 (together, the “Underwriting Agreement”) between Bear
Xxxxxxx and the Purchaser.
Now,
therefore, in consideration of the premises and the mutual agreements set
forth
herein, the parties hereto agree as follows:
SECTION
1. Definitions. Certain
terms are defined herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Pooling and Servicing Agreement.
The
following other terms are defined as follows:
Acquisition
Price: With respect to the Mortgage Loan Seller and the sale of the Mortgage
Loans, cash in an amount equal to
$ *
(plus $ *
in accrued interest).
Bear
Xxxxxxx: Bear, Xxxxxxx & Co. Inc.
Closing
Date: February 28, 2007.
Custodial
Agreement: The Xxxxx Fargo Custodial Agreement.
Custodian:
Xxxxx Fargo, as custodian under the Xxxxx Fargo Custodial
Agreement.
Cut-off
Date: February 1, 2007.
Cut-off
Date Balance: Shall mean $297,754,947.64.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement
Mortgage Loan.
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.
EMC:
EMC Mortgage Corporation.
EMC
Flow Loans: The Mortgage Loans purchased by EMC pursuant to a flow loan
purchase agreement.
Group
II Mortgage
Loans: The Mortgage
Loans with respect to Group II.
LaSalle:
LaSalle Bank National Association, or its successors in interest.
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.
Moody’s:
Xxxxx’x Investors Service, Inc., or its successors in interest.
Mortgage:
The mortgage or deed of trust or other instrument creating a first or
subordinate lien on an interest in an estate in fee simple in real property
securing a Mortgage Note.
Mortgage
File: The items referred to in Exhibit 1 pertaining to a particular
Mortgage Loan and any additional documents required to be added to such
documents pursuant to this Agreement.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note as stated
herein.
Mortgagor:
The obligor(s) 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.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for the
Mortgage Loan Seller or the Purchaser, reasonably acceptable to the
Trustee.
Person:
Any legal person, including any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Piggyback
Loan: With
respect to 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.
Purchase
Price: With respect to any Mortgage Loan required to be purchased by the
Mortgage Loan Seller pursuant to the applicable provisions of this Agreement,
an
amount equal to the sum of (i) 100% of the principal remaining unpaid on
such
Mortgage Loan as of the date of purchase (including if a foreclosure has
already
occurred, the principal balance of the related Mortgage Loan at the time
the
Mortgaged Property was acquired), (ii) accrued and unpaid interest thereon
at
the Mortgage Interest Rate through and including the last day of the month
of
purchase, reduced by any portion of the Servicing Fee, Servicing Advances
and
Advances payable to the purchaser of the Mortgage Loan, plus
and (iii) any costs and damages (if any) incurred by the Trust in connection
with any violation of such Mortgage Loan of any anti-predatory lending
laws.
Rating
Agencies: Moody’s and Standard & Poor’s, each a “Rating
Agency”.
Replacement
Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan which
must meet on the date of such substitution the requirements stated herein
and in
the Pooling and Servicing Agreement; upon such substitution, such mortgage
loan
shall be a “Mortgage Loan” hereunder.
Securities
Act: The Securities Act of 1933, as amended.
Standard
&
Poor’s:
Standard & Poor’s, a division of
The XxXxxx-Xxxx Companies, Inc. or its successors in
interest.
Value:
The value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property
set
forth in an appraisal accepted by the applicable originator of the Mortgage
Loan
or (ii) the sales price of such property at the time of
origination.
Xxxxx
Fargo: Xxxxx Fargo Bank, National Association, or its successor in
interest.
Xxxxx
Fargo Custodial Agreement: The custodial agreement, dated as of
February 28, 2007, among the Depositor, the Mortgage Loan Seller, the Master
Servicer, the Trustee and Xxxxx Fargo Bank, National Association as Custodian
relating to the Mortgage Loans identified in such custodial
agreement.
SECTION
2. Purchase
and Sale of the Mortgage Loans and Related Rights.
(a) Upon
satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
Loan
Seller agrees to sell, and the Purchaser agrees to purchase the Mortgage
Loans
sold by the Mortgage Loan Seller having an aggregate outstanding principal
balance as of the Cut-off Date equal to the Cut-off Date Balance.
(b) The
closing for the purchase and sale of the Mortgage Loans and the closing for
the
issuance of the Certificates will take place on the Closing Date at the office
of the Purchaser’s counsel in New York, New York or such other place as the
parties shall agree.
(c) Upon
the
satisfaction of the conditions set forth in Section 10 hereof, on the Closing
Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition
Price
for the Mortgage Loans sold by the Mortgage Loan Seller in immediately available
funds by wire transfer to such account or accounts as shall be designated
by the
Mortgage Loan Seller.
SECTION
3. Mortgage
Loan Schedule. The Mortgage Loan Seller agrees to provide to the
Purchaser as of the date hereof a listing of the Mortgage Loans (the
“Mortgage Loan Schedule”) setting forth the information listed on Exhibit
2 to this Agreement with respect to each of the Mortgage Loans being sold
by the
Mortgage Loan Seller. The Mortgage Loan Schedule shall be delivered
to the Purchaser on the Closing Date and shall be in form and substance mutually
agreed to by the Mortgage Loan Seller and the Purchaser.
SECTION
4. Mortgage
Loan Transfer.
(a) The
Purchaser will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due after the Cut-off Date (regardless of when actually
collected) and all payments thereof. The Mortgage Loan Seller will be
entitled to all scheduled payments of principal and interest on the Mortgage
Loans sold by it to the Purchaser due on or before the Cut-off Date (including
payments collected after the Cut-off Date) and all payments
thereof. Such principal amounts and any interest thereon belonging to
the Mortgage Loan Seller as described above will not be included in the
aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off
Date as set forth on the Mortgage Loan Schedule.
(b) Pursuant
to various conveyancing documents to be executed on the Closing Date and
pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on
the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, Mortgage Loan Seller
has
delivered or will deliver or cause to be delivered to the Trustee, or the
Custodian on behalf of the Trustee, by the Closing Date or such later date
as is
agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
Date and such later date is referred to as a “Mortgage File Delivery
Date”), the items of the respective Custodian’s Mortgage File,
provided, however, that in lieu of the foregoing, the Mortgage
Loan Seller may deliver the following documents, under the circumstances
set
forth below: (x) in lieu of the original Mortgage (other than the Mortgages
related to the EMC Flow Loans), assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will
upon
receipt of recording information relating to the Mortgage required to be
included thereon, be delivered to recording offices for recording and have
not
been returned in time to permit their delivery as specified above, the Mortgage
Loan Seller may deliver a true copy thereof with a certification by the Mortgage
Loan Seller or the Master Servicer, on the face of such copy, substantially
as
follows: “Certified to be a true and correct copy of the original, which has
been transmitted for recording;” (y) in lieu of the Mortgage (other than the
Mortgages related to the EMC Flow Loans), assignments to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the
originals of such documents or if the originals are lost (in each case, as
evidenced by a certification from the Mortgage Loan Seller or the Master
Servicer to such effect), the Mortgage Loan Seller may deliver photocopies
of
such documents containing an original certification by the judicial or other
governmental authority of the jurisdiction where such documents were recorded;
and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each
identified in the list delivered by the Purchaser to the Trustee on the Closing
Date and attached hereto as Exhibit 5 the Mortgage Loan Seller may
deliver lost note affidavits and indemnities of the Mortgage Loan Seller;
and
provided further, however, that in the case of Mortgage Loans which have
been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Mortgage Loan Seller, in lieu of delivering the above documents, may deliver
to
the Trustee a certification by the Mortgage Loan Seller or the Master Servicer
to such effect. The Mortgage Loan Seller shall deliver such original documents
(including any original documents as to which certified copies had previously
been delivered) or such certified copies to the Trustee, or the Custodian
on
behalf of the Trustee, promptly after they are received. The Mortgage Loan
Seller shall cause the Mortgage and intervening assignments, if any, and
the
assignment of the Mortgage to be recorded not later than 180 days after the
Closing Date unless such assignment is not required to be recorded under
the
terms set forth in Section 6(a) hereof.
(c) In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Mortgage Loan Seller further agrees that it will cause, at the
Mortgage Loan Seller’s own expense, within 30 days after the Closing Date, the
MERS® System to indicate that such Mortgage Loans have been assigned by the
Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee
in
accordance with this Agreement for the benefit of the Certificateholders
by
including (or deleting, in the case of Mortgage Loans which are repurchased
in
accordance with this Agreement) in such computer files (a) the code in the
field
which identifies the specific Trustee and (b) the code in the field “Pool Field”
which identifies the series of the Certificates issued in connection with
such
Mortgage Loans. The Mortgage Loan Seller further agrees that it will not,
and
will not permit the Master Servicer or related Servicer to, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the
term
of the Pooling and Servicing Agreement unless and until such Mortgage Loan
is
repurchased in accordance with the terms of the Pooling and Servicing
Agreement.
(d) The
Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
the
Mortgage Loans will ultimately be assigned to LaSalle Bank National Association,
as Trustee for the benefit of the Certificateholders, on the date
hereof.
SECTION
5. Examination
of Mortgage Files.
(a) On
or
before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
made
the Mortgage Files available to the Purchaser or its agent for examination
which
may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
conducted or has failed to conduct any partial or complete examination of
the
Mortgage Files shall not affect the Purchaser’s rights to demand cure,
repurchase, substitution or other relief as provided in this Agreement. In
furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
Files available to the Purchaser or its agent from time to time so as to
permit
the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing
Agreement. In addition, upon request of the Purchaser, the Mortgage Loan
Seller
agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or
prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the
Purchaser, Bear Xxxxxxx and to such investors or prospective investors (which
may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
Seller’s custodian) and to make available personnel knowledgeable about the
Mortgage Loans for discussions with the Purchaser, Bear Xxxxxxx and such
investors or prospective investors, upon reasonable request during regular
business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and such
investors or potential investors to conduct such due diligence as any such
party
reasonably believes is appropriate.
(b) Pursuant
to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
the
Custodian as obligated under the applicable Custodial Agreement) for the
benefit
of the Certificateholders, will review items of the Mortgage Files as set
forth
on Exhibit 1 and will deliver to the Mortgage Loan Seller an initial
certification in the form attached as Exhibit One to the applicable Custodial
Agreement.
(c) Within
90
days of the Closing Date, the Trustee or the Custodian on its behalf shall,
in
accordance with the provisions of Section 2.02 of the Pooling and Servicing
Agreement, deliver to the Mortgage Loan Seller, Master Servicer and the Trustee
an Interim Certification in the form attached as Exhibit Two to the applicable
Custodial Agreement to the effect that all such documents have been executed
and
received and that such documents relate to the Mortgage Loans identified
on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be
on
their face.
(d) The
Trustee or the Custodian on its behalf will review the Mortgage Files within
180
days of the Closing Date and will deliver to the Mortgage Loan Seller, the
Master Servicer and the Trustee, a final certification substantially in the
form
of Exhibit 3 to the Custodial Agreement. If the Trustee or the Custodian
on its
behalf is unable to deliver a final certification with respect to the items
listed in Exhibit 1 due to any document that is missing, has not been
executed, is unrelated, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans identified in the
Mortgage Loan Schedule (a “Material Defect”), the Trustee or the
Custodian on its behalf shall notify the Mortgage Loan Seller of such Material
Defect. The Mortgage Loan Seller shall correct or cure any such Material
Defect
within 90 days from the date of notice from the Trustee, the Depositor or
the
Master Servicer of the Material Defect and if the Mortgage Loan Seller does
not
correct or cure such Material Defect within such period and such defect
materially and adversely affects the interests of the Certificateholders
in the
related Mortgage Loan, the Mortgage Loan Seller will, in accordance with
the
terms of the Pooling and Servicing Agreement, within 90 days of the date
of
notice, provide the Trustee with a Replacement Mortgage Loan (if within two
years of the Closing Date) or purchase the related Mortgage Loan at the
applicable Purchase Price; provided, however, that if such defect
relates solely to the inability of the Mortgage Loan Seller to deliver the
original security instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not
been
returned by the applicable jurisdiction, the Mortgage Loan Seller shall not
be
required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers
such original documents or certified copy promptly upon receipt, but in no
event
later than 360 days after the Closing Date. The foregoing repurchase obligation
shall not apply in the event that the Mortgage Loan Seller cannot deliver
such
original or copy of any document submitted for recording to the appropriate
recording office in the applicable jurisdiction because such document has
not
been returned by such office; provided that the Mortgage Loan Seller shall
instead deliver a recording receipt of such recording office or, if such
receipt
is not available, a certificate of the Mortgage Loan Seller or a Servicing
Officer confirming that such documents have been accepted for recording,
and
delivery to the Trustee shall be effected by the Mortgage Loan Seller within
thirty days of its receipt of the original recorded document.
(e) At
the
time of any substitution, the Mortgage Loan Seller shall deliver or cause
to be
delivered the Replacement Mortgage Loan, the Mortgage File and any other
documents and payments required to be delivered in connection with a
substitution pursuant to the Pooling and Servicing Agreement. At the time
of any
purchase or substitution, the Trustee shall (i) assign the selected Mortgage
Loan to the Mortgage Loan Seller and shall release or cause the Custodian
to
release the documents (including, but not limited to, the Mortgage, Mortgage
Note and other contents of the Mortgage File) in the possession of the Trustee
or the Custodian, as applicable relating to the Deleted Mortgage Loan and
(ii)
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Mortgage Loan Seller
title to such Deleted Mortgage Loan.
SECTION
6. Recordation
of Assignments of Mortgage.
(a) The
Mortgage Loan Seller will, promptly after the Closing Date, cause each Mortgage
and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee,
and all unrecorded intervening assignments, if any, delivered on or prior
to the
Closing Date, to be recorded in all recording offices in the jurisdictions
where
the related Mortgaged Properties are located; provided, however,
the Mortgage Loan Seller need not cause to be recorded any assignment which
relates to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged
Property is located in any jurisdiction under the laws of which, as evidenced
by
an Opinion of Counsel delivered by the Mortgage Loan Seller to the Trustee
and
the Rating Agencies, the recordation of such assignment is not necessary
to
protect the Trustee’s interest in the related Mortgage
Loan; provided, however, notwithstanding the delivery
of any Opinion of Counsel, each assignment of Mortgage shall be submitted
for
recording by the Mortgage Loan Seller in the manner described above, at no
expense to the Trust Fund or Trustee, upon the earliest to occur of (i)
reasonable direction by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of the Trust, (ii) the occurrence
of an
Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgage Loan Seller under the Pooling and Servicing
Agreement, (iv) the occurrence of a servicing transfer or an assignment of
the
servicing as described in Section 7.07 of the Pooling and Servicing Agreement
or
(iv) with respect to any one assignment of Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage.
While
each such Mortgage or assignment is being recorded, if necessary, the Mortgage
Loan Seller shall leave or cause to be left with the Trustee or the Custodian
on
its behalf a certified copy of such Mortgage or assignment. In the event
that,
within 180 days of the Closing Date, the Trustee has not been provided with
an
Opinion of Counsel as described above or received evidence of recording with
respect to each Mortgage Loan delivered to the Purchaser pursuant to the
terms
hereof or as set forth above and the related Mortgage Loan is not a MOM Loan,
the failure to provide evidence of recording or such Opinion of Counsel shall
be
considered a Material Defect, and the provisions of Section 5(c) and (d)
shall
apply. All customary recording fees and reasonable expenses relating to the
recordation of the assignments of mortgage to the Trustee or the Opinion
of
Counsel, as the case may be, shall be borne by the Mortgage Loan
Seller.
(b) It
is the express intent of the parties hereto that the conveyance of the Mortgage
Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this
Agreement be, and be treated as, a sale. It is, further, not the intention
of
the parties that such conveyance be deemed a pledge of the Mortgage Loans
by the
Mortgage Loan Seller to the Purchaser to secure a debt or other obligation
of
the Mortgage Loan Seller. However, in the event that, notwithstanding the
intent
of the parties, the Mortgage Loans are held by a court to continue to be
property of the Mortgage Loan Seller, then (a) this Agreement shall also
be
deemed to be a security agreement within the meaning of Articles 8 and 9
of the
applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans
provided for herein shall be deemed to be a grant by the Mortgage Loan Seller
to
the Purchaser of a security interest in all of the Mortgage Loan Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser
would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
to
Section 4 hereof, including all amounts, other than investment earnings,
from
time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Purchaser or the Trustee (or the
Custodian on its behalf) of Mortgage Notes and such other items of property
as
constitute instruments, money, negotiable documents or chattel paper shall
be
deemed to be “possession by the secured party” for purposes of perfecting the
security interest pursuant to Section 9-305 (or comparable provision) of
the
applicable Uniform Commercial Code; and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as
applicable) of the Purchaser for the purpose of perfecting such security
interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing
Agreement shall also be deemed to be an assignment of any security interest
created hereby. The Mortgage Loan Seller and the Purchaser shall, to the
extent
consistent with this Agreement, take such actions as may be reasonably necessary
to ensure that, if this Agreement were deemed to create a security interest
in
the Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Pooling and Servicing Agreement.
SECTION
7. Representations
and Warranties of the Mortgage Loan Seller Concerning the Mortgage
Loans. The Mortgage Loan Seller hereby represents and warrants to
the Purchaser as of the Closing Date or such other date as may be specified
below with respect to each Mortgage Loan:
(a) the
information set forth in the Mortgage Loan Schedule hereto is true and correct
in all material respects;
(b) immediately
prior to the transfer to the Purchaser, the Mortgage Loan Seller was the
sole
owner of beneficial title and holder of each Mortgage and Mortgage Note relating
to the Mortgage Loans and is conveying the same free and clear of any and
all
liens, claims, encumbrances, participation interests, equities, pledges,
charges
or security interests of any nature and the Mortgage Loan Seller has full
right
and authority to sell or assign the same pursuant to this
Agreement;
(c) each
Mortgage Loan at the time it was made complied in all material respects with
all
applicable local, state and federal laws and regulations, including, without
limitation, usury, equal credit opportunity, disclosure and recording laws
and
all applicable predatory abusive and fair lending laws; and each Mortgage
Loan
has been serviced in all material respects in accordance with all applicable
local, state and federal laws and regulations, including, without limitation,
usury, equal credit opportunity, disclosure and recording laws and all
applicable anti-predatory lending laws and the terms of the related Mortgage
Note, the Mortgage and other loan documents;
(d) there
is
no monetary default existing under any Mortgage or the related Mortgage Note
and
there is no material event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default, breach
or event of acceleration; and neither the Mortgage Loan Seller, any of its
affiliates nor any servicer of any related Mortgage Loan has taken any action
to
waive any default, breach or event of acceleration; and no foreclosure action
is
threatened or has been commenced with respect to the Mortgage Loan;
(e) the
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, (i) if required by
law
in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
the interests of the Trustee on behalf of the Certificateholders;
(f) no
selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting
the
Mortgage Loans;
(g) each
Mortgage is a valid and enforceable subordinate lien on the property securing
the related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
in fee simple (except with respect to common areas in the case of condominiums,
PUDs and deminimis PUDs) or by leasehold for a term longer than
the term of the related Mortgage, subject only to (i) the lien of current
real
property taxes and assessments, (ii) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date
of
recording of such Mortgage, such exceptions being acceptable to mortgage
lending
institutions generally or specifically reflected in the appraisal obtained
in
connection with the origination of the related Mortgage Loan or referred
to in
the lender’s title insurance policy delivered to the originator of the related
Mortgage Loan and (iii) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by such Mortgage;
(h) there
is
no mechanics’ lien or claim for work, labor or material affecting the premises
subject to any Mortgage which is or may be a lien prior to, or equal with,
the
lien of such Mortgage except those which are insured against by the title
insurance policy referred to in clause (m) below;
(i) there
was
no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a
stay
had been granted against levying on the property;
(j) there
is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note;
(k) the
physical property subject to any Mortgage is free of material damage and
is in
good repair and there is no proceeding pending or threatened for the total
or
partial condemnation of any Mortgaged Property;
(l) the
Mortgaged Property and all improvements thereon comply with all requirements
of
any applicable zoning and subdivision laws and ordinances;
(m) with
respect to any subordinate lien
Mortgage Loan, other than any Piggyback Loan that has an initial
principal amount less than or equal to $200,000, (a) a lender’s title
insurance policy or binder, or other assurance of title customary in the
relevant jurisdiction therefore in a form acceptable to Xxxxxx Xxx or Xxxxxxx
Mac, was issued on the date that each Mortgage Loan was created by a title
insurance company which, to the best of the Mortgage Loan Seller’s knowledge, was qualified
to do
business in the jurisdiction where the related Mortgaged Property is located,
insuring the related seller and its successors and assigns; and the
Mortgage Loan Seller is the
sole insured under such lender’s title insurance policy, and such policy, binder
or assurance is valid and remains in full force and effect, and each such
policy, binder or assurance shall contain all applicable endorsements including
a negative amortization endorsement, if applicable, or (b) a lien
search was conducted at the time of origination with respect to
the related Mortgaged Property;
(n) at
the
time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the
Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Mae or
Xxxxxxx Mac;
(o) the
improvements on each Mortgaged Property securing a Mortgage Loan are insured
(by
an insurer which is acceptable to the Mortgage Loan Seller) against loss
by fire
and such hazards as are covered under a standard extended coverage endorsement
in the locale in which the Mortgaged Property is located, in an amount which
is
not less than the lesser of the maximum insurable value of the improvements
securing such Mortgage Loan or the outstanding principal balance of the Mortgage
Loan, but in no event in an amount less than an amount that is required to
prevent the Mortgagor from being deemed to be a co-insurer thereunder; if
the
improvement on the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the condominium project;
if
upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area,
a
flood insurance policy is in effect in an amount representing coverage not
less
than the least of (i) the outstanding principal balance of the Mortgage Loan,
(ii) the restorable cost of improvements located on such Mortgaged Property
or
(iii) the maximum coverage available under federal law; and each Mortgage
obligates the Mortgagor thereunder to maintain the insurance referred to
above
at the Mortgagor’s cost and expense;
(p) each
Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A)
of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
(7) and (9) without reliance on the provisions of Treasury Regulation
Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any
other provision that would allow a Mortgage Loan to be treated as a “qualified
mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
(2),
(4), (5), (6), (7) and (9);
(q) none
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as
amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security
Act of
2002 that were originated between November 26, 2003 and July 7, 2004), “high
risk home” or “predatory” loans under any applicable state, federal or local law
(or a similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);
(r) the
information set forth in Schedule A of the Prospectus Supplement with respect
to
the Mortgage Loans is true
and correct in all material respects;
(s) no
Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
which is now Version 5.7, Appendix E, attached hereto as Exhibit 6) or (b)
was
originated on or after October 1, 2002 through March 6, 2003 and is governed
by
the Georgia Fair Lending Act;
(t) each
Mortgage Loan was originated in accordance with the underwriting guidelines
of
the related originator;
(u) each
original Mortgage has been recorded or is in the process of being recorded
in
accordance with the requirements of Section 2.01 of the Pooling and Servicing
Agreement in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the Trust Fund;
(v) the
Mortgage File contains each of the documents and instruments listed in Section
2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
substitutions and qualifications as are set forth in such Section;
(w) the
Mortgage Loans are currently being serviced in accordance with accepted
servicing practices;
(x) with
respect to each Mortgage Loan that has a prepayment penalty feature, each
such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan
Seller and each prepayment penalty is permitted pursuant
to
federal, state and local law. In addition, with respect to each
Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty for a
term
in excess of five years from the date such Mortgage Loan was originated and
(ii)
such prepayment penalty is at least equal to the lesser of (A) the maximum
amount permitted under applicable law and (B) six months interest at the
related
Mortgage Interest Rate on the amount prepaid in excess of 20% of the original
principal balance of such Mortgage Loan; and
(y) If
any of
the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect
and is
not subject to any prior lien or encumbrance by which the leasehold could
be
terminated or subject to any charge or penalty; and the remaining term of
the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan.
(z) With
respect to the Group II Mortgage Loans, no refinance or purchase money mortgage
loan has an APR or total points and fees that exceed the thresholds set by
the
Home Ownership and Equity Protection Act of 1994 (“HOEPA”) and its implementing
regulations, including 12 CFR § 226.32(a)(1)(i) and (ii).
(aa) With
respect to the Group II Mortgage Loans, no borrower obtained a prepaid
single-premium credit-life, credit disability, credit unemployment or credit
property insurance policy in connection with the origination of the mortgage
loan.
(bb) With
respect to the Group II Mortgage Loans, that contain a provision permitting
imposition of a penalty upon a prepayment prior to maturity: (a) the mortgage
loan provides some benefit to the borrower (e.g., a rate or fee reduction)
in
exchange for accepting such prepayment penalty; (b) the mortgage loan’s
originator had a written policy of offering the borrower, or requiring any
third-party brokers to offer the borrower, the option of obtaining a mortgage
loan that did not require payment of such a penalty; (c) the prepayment penalty
was adequately disclosed to the borrower pursuant to applicable state and
federal law; and (d) no subprime loan originated on or after October 1, 2002
will provide for prepayment penalties for a term in excess of three years
and
any loans originated prior to such date, and any non-subprime loans, will
not
provide for prepayment penalties for a term in excess of five years; unless
the
loan was modified to reduce the prepayment period to no more than three years
from the date of the note and the borrower was notified in writing of such
reduction in prepayment period.
(cc) With
respect to the Group II Mortgage Loans, the borrower was not encouraged or
required to select a mortgage loan product offered by the mortgage loan’s
originator which is a higher cost product designed for less creditworthy
borrowers, taking into account such facts as, without limitation, the mortgage
loan’s requirements and the borrower’s credit history, income, assets and
liabilities.
(dd) With
respect to the Group II Mortgage Loans, the methodology used in underwriting
the
extension of credit for each Group II Mortgage Loan in the trust did not
rely
solely on the extent of the borrower’s equity in the collateral as the principal
determining factor in approving such extension of credit. The methodology
employed objective criteria such as the borrower’s income, assets and
liabilities, to the proposed mortgage payment and, based on such methodology,
the Mortgage Loan’s originator made a reasonable determination that at the time
of origination the borrower had the ability to make timely payments on the
Mortgage Loan.
(ee) With
respect to the Group II Mortgage Loans, no borrower was charged “points and
fees” in an amount greater than (a) $1,000 or (b) 5% of the principal
amount of such mortgage loan, whichever is greater. For purposes of
this representation, “points and fees” (x) include origination, underwriting,
broker and finder’s fees and charges that the lender imposed as a condition of
making the mortgage loan, whether they are paid to the lender or a third
party;
and (y) exclude bona fide discount points, fees paid for actual services
rendered in connection with the origination of the mortgage (such as attorneys’
fees, notaries fees and fees paid for property appraisals, credit reports,
surveys, title examinations and extracts, flood and tax certifications, and
home
inspections); the cost of mortgage insurance or credit-risk price adjustments;
the costs of title, hazard, and flood insurance policies; state and local
transfer taxes or fees; escrow deposits for the future payment of taxes and
insurance premiums; and other miscellaneous fees and charges, which
miscellaneous fee and charges, in total, do not exceed 0.25 percent of the
loan
amount.
(ff) With
respect to any Group II Mortgage Loans originated on or after August 1, 2004,
neither the related mortgage nor the related mortgage note requires the borrower
to submit to arbitration to resolve any dispute arising out of or relating
in
any way to the mortgage loan transaction.
(gg) No
Group
II Mortgage Loan was originated in connection with a manufactured housing
unit.
(hh) None
of
the Group II Mortgage Loans have an original principal balance that exceeds
the
applicable Xxxxxxx Mac loan limit as of the Closing Date.
(ii) None
of
the Group II Mortgage Loans are seasoned more than 12 months.
(jj) With
respect to any second lien mortgage loan within Loan Group II, such lien
is on a
one- to four-family residence that is the principal residence of the
borrower.
(kk) None
of
the Group II Mortgage Loans has an original principal balance that exceeds
one-half of the one-unit limitation for first lien mortgage loans, i.e.,
$208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard
to the number of units.
(ll) With
respect to the Group II Mortgage Loans, the original principal balance of
the
first lien mortgage loan plus the original principal balance of any second
lien
mortgage loans relating to the same mortgaged property does not exceed the
applicable Xxxxxxx Mac loan limit for first lien mortgage loans for that
property type.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 7 will inure to the benefit of the Purchaser, its successors and
assigns, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or assignment of Mortgage or the examination of any Mortgage
File.
Upon any substitution for a Mortgage Loan, the representations and warranties
set forth above shall be deemed to be made by the Mortgage Loan Seller as
to any
Replacement Mortgage Loan as of the date of substitution.
Upon
discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser
or the
Trustee of a breach of any representation or warranty of the Mortgage Loan
Seller set forth in this Section 7 which materially and adversely affects
the
value of the interests of the Purchaser, the Certificateholders or the Trustee
in any of the Mortgage Loans delivered to the Purchaser pursuant to this
Agreement, the party discovering or receiving notice of such breach shall
give
prompt written notice to the others. It is understood and agreed that
a breach of any one of the representations contained in clauses (c), (q)
and (s)
in respect of a Group II Mortgage Loan and clauses (z) through (ii) above
will
be deemed to materially adversely affect the interests of the related
Certificateholders. In the case of any such breach of a representation or
warranty set forth in this Section 7, within 90 days from the date of discovery
by the Mortgage Loan Seller, or the date the Mortgage Loan Seller is notified
by
the party discovering or receiving notice of such breach (whichever occurs
earlier), the Mortgage Loan Seller will (i) cure such breach in all material
respects, (ii) purchase the affected Mortgage Loan at the applicable Purchase
Price or (iii) if within two years of the Closing Date, substitute a qualifying
Replacement Mortgage Loan in exchange for such Mortgage Loan; provided that,
(A)
in the case of a breach of the representation and warranty concerning the
Mortgage Loan Schedule contained in clause (a) of this Section 7, if such
breach
is material and relates to any field on the Mortgage Loan Schedule which
identifies any Prepayment Charge or (B) in the case of a breach of the
representation contained in clause (x) of this Section 7, then, in each case,
in
lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase
Price,
the Mortgage Loan Seller shall pay the amount of the Prepayment Charge (net
of
any amount previously collected by or paid to the Trust Fund in respect of
such
Prepayment Charge) from its own funds and without reimbursement therefor,
and
the Mortgage Loan Seller shall have no obligation to repurchase or substitute
for such Mortgage Loan. The obligations of the Mortgage Loan Seller to cure,
purchase or substitute a qualifying Replacement Mortgage Loan shall constitute
the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive
remedy under this Agreement or otherwise respecting a breach of representations
or warranties hereunder with respect to the Mortgage Loans, except for the
obligation of the Mortgage Loan Seller to indemnify the Purchaser for such
breach as set forth in and limited by Section 13 hereof.
Any
cause
of action against the Mortgage Loan Seller or relating to or arising out
of a
breach by the Mortgage Loan Seller of any representations and warranties
made in
this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of
such
breach by the Mortgage Loan Seller or notice thereof by the party discovering
such breach and (ii) failure by the Mortgage Loan Seller to cure such breach,
purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage
Loan
pursuant to the terms hereof.
SECTION
8. Representations
and Warranties Concerning the Mortgage Loan Seller. As of the
date hereof and as of the Closing Date, the Mortgage Loan Seller represents
and
warrants to the Purchaser as to itself in the capacity indicated as
follows:
(a) the
Mortgage Loan Seller (i) is a corporation duly organized, validly existing
and
in good standing under the laws of the State of Delaware and (ii) is qualified
and in good standing to do business in each jurisdiction where such
qualification is necessary, except where the failure so to qualify would
not
reasonably be expected to have a material adverse effect on the Mortgage
Loan
Seller’s business as presently conducted or on the Mortgage Loan Seller’s
ability to enter into this Agreement and to consummate the transactions
contemplated hereby;
(b) the
Mortgage Loan Seller has full power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;
(c) the
execution and delivery by the Mortgage Loan Seller of this Agreement has
been
duly authorized by all necessary action on the part of the Mortgage Loan
Seller;
and neither the execution and delivery of this Agreement, nor the consummation
of the transactions herein contemplated, nor compliance with the provisions
hereof or thereof, will conflict with or result in a breach of, or constitute
a
default under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Mortgage Loan Seller or its properties
or the charter or by-laws of the Mortgage Loan Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Mortgage Loan Seller’s ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Mortgage Loan Seller of this
Agreement and the consummation of the transactions contemplated hereby do
not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal
or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given
or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;
(e) this
Agreement has been duly executed and delivered by the Mortgage Loan Seller
and,
assuming due authorization, execution and delivery by the Purchaser or the
parties thereto, constitutes a valid and binding obligation of the Mortgage
Loan
Seller enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting
the
enforcement of the rights of creditors generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Mortgage
Loan Seller, threatened against the Mortgage Loan Seller, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Mortgage Loan Seller could
reasonably be expected to be determined adversely to the Mortgage Loan Seller
and if determined adversely to the Mortgage Loan Seller materially and adversely
affect the Mortgage Loan Seller’s ability to perform its obligations under this
Agreement and the Mortgage Loan Seller is not in default with respect to
any
order of any court, administrative agency, arbitrator or governmental body
so as
to materially and adversely affect the transactions contemplated by this
Agreement; and
(g) the
Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not
include any untrue statement of a material fact or omit to state a material
fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
9. Representations
and Warranties Concerning the Purchaser. As of the date hereof
and as of the Closing Date, the Purchaser represents and warrants to the
Mortgage Loan Seller as follows:
(a) the
Purchaser (i) is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is
qualified and in good standing to do business in each jurisdiction where
such
qualification is necessary, except where the failure so to qualify would
not
reasonably be expected to have a material adverse effect on the Purchaser’s
business as presently conducted or on the Purchaser’s ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(b) the
Purchaser has full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this
Agreement;
(c) the
execution and delivery by the Purchaser of this Agreement has been duly
authorized by all necessary action on the part of the Purchaser; and neither
the
execution and delivery of this Agreement, nor the consummation of the
transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Purchaser or its properties or the certificate of formation
or limited liability company agreement of the Purchaser, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser’s ability to enter into this Agreement and to
consummate the transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Purchaser of this Agreement and
the
consummation of the transactions contemplated hereby or thereby do not require
the consent or approval of, the giving of notice to, the registration with,
or
the taking of any other action in respect of, any state, federal or other
governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or
made;
(e) this
Agreement has been duly executed and delivered by the Purchaser and, assuming
due authorization, execution and delivery by the Mortgage Loan Seller,
constitutes a valid and binding obligation of the Purchaser enforceable against
it in accordance with its terms (subject to applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
threatened against the Purchaser, before or by any court, administrative
agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Purchaser could reasonably be expected to be determined
adversely to the Purchaser and if determined adversely to the Purchaser
materially and adversely affect the Purchaser’s ability to perform its
obligations under this Agreement; and the Purchaser is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement; and
(g) the
Purchaser’s Information (as defined in Section 13(b) hereof) does not include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
10. Conditions
to Closing.
(a) The
obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(1) Each
of
the obligations of the Mortgage Loan Seller required to be performed at or
prior
to the Closing Date pursuant to the terms of this Agreement shall have been
duly
performed and complied with in all material respects; all of the representations
and warranties of the Mortgage Loan Seller under this Agreement shall be
true
and correct as of the date or dates specified in all material respects; and
no
event shall have occurred which, with notice or the passage of time, would
constitute a default under this Agreement or the Pooling and Servicing
Agreement; and the Purchaser shall have received certificates to that effect
signed by authorized officers of each of the Mortgage Loan Seller.
(2) The
Purchaser shall have received all of the following closing documents, in
such
forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant
to the
respective terms thereof:
(i) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Trustee and the Purchaser, and all documents required thereby duly
executed by all signatories;
(ii) A
certificate of an officer of the Mortgage Loan Seller dated as of the Closing
Date, in a form reasonably acceptable to the Purchaser, and attached thereto
the
resolutions of the Mortgage Loan Seller authorizing the transactions
contemplated by this Agreement, together with copies of the articles of
incorporation, by-laws and certificate of good standing of the Mortgage Loan
Seller;
(iii) One
or
more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
form and substance reasonably satisfactory to the Purchaser the Trustee and
each
Rating Agency;
(iv) A
letter
from each of the Rating Agencies giving each Class of Certificates set forth
on
Schedule A hereto the rating set forth therein; and
(v) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
ratings from each Rating Agency for the Certificates.
(3) The
Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement
and the Purchase Agreement shall have been issued and sold to Bear
Xxxxxxx.
(4) The
Mortgage Loan Seller shall have furnished to the Purchaser such other
certificates of its officers or others and such other documents and opinions
of
counsel to evidence fulfillment of the conditions set forth in this Agreement
and the transactions contemplated hereby as the Purchaser and its counsel
may
reasonably request.
(b) The
obligations of the Mortgage Loan Seller under this Agreement shall be subject
to
the satisfaction, on or prior to the Closing Date, of the following
conditions:
(1) The
obligations of the Purchaser required to be performed by it on or prior to
the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the
representations and warranties of the Purchaser under this Agreement shall
be
true and correct in all material respects as of the date hereof and as of
the
Closing Date, and no event shall have occurred which would constitute a breach
by it of the terms of this Agreement or the Pooling and Servicing Agreement,
and
the Mortgage Loan Seller shall have received a certificate to that effect
signed
by an authorized officer of the Purchaser.
(2) The
Mortgage Loan Seller shall have received copies of all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to
the
Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
Loan Seller as required pursuant to the respective terms thereof:
(i) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Mortgage Loan Seller and the Trustee, and all documents required thereby
duly executed by all signatories;
(ii) A
certificate of an officer of the Purchaser dated as of the Closing Date,
in a
form reasonably acceptable to the Mortgage Loan Seller and attached thereto
the
written consent of the member of the Purchaser authorizing the transactions
contemplated by this Agreement, the Pooling and Servicing Agreement, together
with copies of the Purchaser’s certificate of formation, limited liability
company agreement and evidence as to the good standing of the Purchaser dated
as
of a recent date;
(iii) One
or
more opinions of counsel from the Purchaser’s counsel in form and substance
reasonably satisfactory to the Mortgage Loan Seller, the Trustee and the
Rating
Agencies; and
(iv) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
rating from each Rating Agency for the Certificates.
SECTION
11. Fees
and Expenses. Subject to Section 16 hereof, the Mortgage Loan
Seller shall pay on the Closing Date or such later date as may be agreed
to by
the Purchaser (i) the fees and expenses of the Mortgage Loan Seller’s attorneys
and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees
and expenses of Deloitte & Touche LLP, (iii) the fee for the use of
Purchaser’s Registration Statement based on the aggregate original principal
amount of the Certificates and the filing fee of the Commission as in effect
on
the date on which the Registration Statement was declared effective, (iv)
the
fees and expenses including counsel’s fees and expenses in connection with any
“blue sky” and legal investment matters, (v) the fees and expenses of the
Trustee which shall include without limitation the fees and expenses of the
Trustee (and the fees and disbursements of its counsel) with respect to (A)
legal and document review of this Agreement, the Pooling and Servicing
Agreement, the Certificates and related agreements, (B) attendance at the
Closing and (C) review of the Mortgage Loans to be performed by the Trustee
or
the Custodian on its behalf, (vi) the expenses for printing or otherwise
reproducing the Certificates, the Prospectus and the Prospectus Supplement,
(vii) the fees and expenses of each Rating Agency (both initial and ongoing),
(viii) the fees and expenses relating to the preparation and recordation
of
mortgage assignments (including intervening assignments, if any and if
available, to evidence a complete chain of title from the originator to the
Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating
to the Opinion of Counsel referred to in Section 6(a) hereof, as the case
may be
and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses
incurred by the Purchaser in connection with the purchase of the Mortgage
Loans
and by Bear Xxxxxxx in connection with the sale of the Certificates. The
Mortgage Loan Seller additionally agrees to pay directly to any third party
on a
timely basis the fees provided for above which are charged by such third
party
and which are billed periodically.
SECTION
12. Accountants’
Letters.
(a) Deloitte
& Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Mortgage Loan Schedule and will compare those
characteristics to the description of the Mortgage Loans contained in the
Free
Writing Prospectus under the captions “Summary—The Mortgage Loans” and “The
Mortgage Pool” and in Schedule A thereto. Deloitte & Touche LLP will review
the characteristics of a sample of the Mortgage Loans described in the Mortgage
Loan Schedule and will compare those characteristics to the description of
the
Mortgage Loans contained in the Prospectus Supplement under the captions
“Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto.
The Mortgage Loan Seller will cooperate with the Purchaser in making available
all information and taking all steps reasonably necessary to permit such
accountants to complete the review and to deliver the letters required of
them
under the Underwriting Agreement. Deloitte & Touche LLP will also confirm
certain calculations as set forth under the caption “Yield, Prepayment and
Maturity Considerations” in the Free Writing Prospectus and the Prospectus
Supplement.
(b) To
the
extent statistical information with respect to the Mortgage Loan Seller’s
servicing portfolio is included in the Free Writing Prospectus and the
Prospectus Supplement under the caption “Servicing of the Mortgage Loans,” a
letter from the certified public accountant for the Mortgage Loan Seller
will be
delivered to the Purchaser dated the date of the Prospectus Supplement, in
the
form previously agreed to by the Mortgage Loan Seller and the Purchaser,
with
respect to such statistical information.
SECTION
13. Indemnification.
(a) The
Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and
its
directors, officers and controlling persons (as defined in Section 15 of
the
Securities Act) from and against any loss, claim, damage or liability or
action
in respect thereof, to which they or any of them may become subject, under
the
Securities Act or otherwise, insofar as such loss, claim, damage, liability
or
action arises out of, or is based upon any untrue statement of a material
fact
contained in the Mortgage Loan Seller’s Information as identified in
Exhibit 3, the omission to state in the Free Writing Prospectus, the
Prospectus Supplement or Prospectus (or any amendment thereof or supplement
thereto approved by the Mortgage Loan Seller and in which additional Mortgage
Loan Seller’s Information is identified), in reliance upon and in conformity
with Mortgage Loan Seller’s Information a material fact required to be stated
therein or necessary to make the statements therein in light of the
circumstances in which they were made, not misleading; and the Mortgage Loan
Seller shall reimburse the Purchaser and each other indemnified party for
any
legal and other expenses reasonably incurred by them in connection with
investigating or defending or preparing to defend against any such loss,
claim,
damage, liability or action.
The
foregoing indemnity agreement is in addition to any liability which the Mortgage
Loan Seller otherwise may have to the Purchaser or any other such indemnified
party.
(b) The
Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
its
respective directors, officers and controlling persons (as defined in Section
15
of the Securities Act) from and against any loss, claim, damage or liability
or
action in respect thereof, to which they or any of them may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement
of a
material fact contained in the Purchaser’s Information as identified in
Exhibit 4, the omission to state in the Free Writing Prospectus, the
Prospectus Supplement or Prospectus (or any amendment thereof or supplement
thereto approved by the Purchaser and in which additional Purchaser’s
Information is identified), in reliance upon and in conformity with the
Purchaser’s Information, a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in
which
they were made, not misleading; and the Purchaser shall reimburse the Mortgage
Loan Seller and each other indemnified party for any legal and other expenses
reasonably incurred by them in connection with investigating or defending
or
preparing to defend any such loss, claim, damage, liability or action. The
foregoing indemnity agreement is in addition to any liability which the
Purchaser otherwise may have to the Mortgage Loan Seller or any other such
indemnified party.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against the indemnifying party under
such
subsection, notify each party against whom indemnification is to be sought
in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 13 except to the extent that it has been prejudiced in
any
material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
it
may elect by written notice delivered to the indemnified party promptly (but,
in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their
own
counsel in any such case, but the fees and expenses of such counsel shall
be at
the expense of such indemnified party or parties unless (i) the employment
of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of
such
action within a reasonable time after notice of commencement of the action,
or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of
the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (provided, however,
that the indemnifying party shall be liable only for the fees and expenses
of
one counsel in addition to one local counsel in the jurisdiction involved.
Anything in this subsection to the contrary notwithstanding, an indemnifying
party shall not be liable for any settlement or any claim or action effected
without its written consent; provided, however, that such consent
was not unreasonably withheld.
(d) If
the
indemnification provided for in paragraphs (a) and (b) of this Section 13
shall
for any reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
in
Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect
thereof, in such proportion as shall be appropriate to reflect the relative
benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
on the other from the purchase and sale of the Mortgage Loans, the offering
of
the Certificates and the other transactions contemplated hereunder. No person
found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent
misrepresentation.
(e) The
parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an
indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.
SECTION
14. Notices. All
demands, notices and communications hereunder shall be in writing but may
be
delivered by facsimile transmission subsequently confirmed in writing. Notices
to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation,
0000
Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, (Facsimile: (000) 000-0000)),
attention: General Counsel; notices to the Purchaser shall be directed to
Bear
Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx
00000, (Telecopy: (212-272-7206)), Attention: Chief Counsel; or to any other
address as may hereafter be furnished by one party to the other party by
like
notice. Any such demand, notice or communication hereunder shall be
deemed to have been received on the date received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by
the
date noted on the return receipt) provided that it is received on a business
day
during normal business hours and, if received after normal business hours,
then
it shall be deemed to be received on the next business day.
SECTION
15. Transfer
of Mortgage Loans. The Purchaser retains the right to assign the
Mortgage Loans and any or all of its interest under this Agreement to the
Trustee without the consent of the Mortgage Loan Seller, and, upon such
assignment, the Trustee shall succeed to the applicable rights and obligations
of the Purchaser hereunder; provided, however, the Purchaser shall remain
entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as
provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive
right and remedy of the Trustee with respect to a breach of representation
or
warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution
obligations of the Mortgage Loan Seller contained in Sections 5 and 7
hereof.
SECTION
16. Termination. This
Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser’s obligation to close set forth under Section 10(a) hereof are not
fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
forth under Section 10(b) hereof are not fulfilled as and when required to
be
fulfilled. In the event of termination pursuant to clause (b), the Mortgage
Loan
Seller shall pay, and in the event of termination pursuant to clause (c),
the
Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the
other
in connection with the transactions contemplated by this Agreement. In the
event
of a termination pursuant to clause (a), each party shall be responsible
for its
own expenses.
SECTION
17. Representations,
Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Mortgage Loan Seller submitted
pursuant hereto, shall remain operative and in full force and effect and
shall
survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to
the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
each of the Mortgage Loan Seller’s representations and warranties contained
herein with respect to the Mortgage Loans shall be deemed to relate to the
Mortgage Loans actually delivered to the Purchaser and included in the Mortgage
Loan Schedule and any Replacement Mortgage Loan.
SECTION
18. Severability. If
any provision of this Agreement shall be prohibited or invalid under applicable
law, this Agreement shall be ineffective only to such extent, without
invalidating the remainder of this Agreement.
SECTION
19. Counterparts. This
Agreement may be executed in counterparts, each of which will be an original,
but which together shall constitute one and the same agreement.
SECTION
20. Amendment. This
Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
SECTION
21. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
SECTION
22. Further
Assurances. Each of the parties agrees to execute and deliver
such instruments and take such actions as another party may, from time to
time,
reasonably request in order to effectuate the purpose and to carry out the
terms
of this Agreement including any amendments hereto which may be required by
either Rating Agency.
SECTION
23. Successors
and Assigns.
This
Agreement shall bind and inure to the benefit of and be enforceable by each
of
the Mortgage Loan Seller and the Purchaser and their permitted successors
and
assigns and, to the extent specified in Section 13 hereof, Bear Xxxxxxx,
and its
directors, officers and controlling persons (within the meaning of federal
securities laws), to the extent of its rights as a third party beneficiary
hereunder. The Mortgage Loan Seller acknowledges and agrees that the
Purchaser may assign its rights under this Agreement (including, without
limitation, with respect to the Mortgage Loan Seller’s representations and
warranties respecting the Mortgage Loans) to the Trustee. Any person into
which
the Mortgage Loan Seller may be merged or consolidated (or any person resulting
from any merger or consolidation involving the Mortgage Loan Seller), any
person
resulting from a change in form of the Mortgage Loan Seller or any person
succeeding to the business of the Mortgage Loan Seller, shall be considered
the
“successor” of the Mortgage Loan Seller hereunder and shall be considered a
party hereto without the execution or filing of any paper or any further
act or
consent on the part of any party hereto. Except as provided in the two preceding
sentences, this Agreement cannot be assigned, pledged or hypothecated by
either
party hereto without the written consent of the other parties to this Agreement
and any such assignment or purported assignment shall be deemed null and
void.
SECTION
24. The
Mortgage Loan Seller. The Mortgage Loan Seller will keep in full
force and effect its existence, all rights and franchises as a corporation
or a
limited liability company, as the case may be, under the laws of the State
of
its incorporation and will obtain and preserve its qualification to do business
as a foreign corporation or a limited liability company, as the case may
be, in
each jurisdiction in which such qualification is necessary to perform its
obligations under this Agreement.
SECTION
25. Entire
Agreement. This Agreement contains the entire agreement and
understanding between the parties with respect to the subject matter hereof,
and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof.
SECTION
26. No
Partnership. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the parties
hereto.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto
by their respective duly authorized officers as of the date first above
written.
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EMC
MORTGAGE CORPORATION
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|
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By:
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Name:
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Title:
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BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
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By:
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Name:
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Xxxxxx
X. Xxxxxxxxx, Xx.
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Title:
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Vice
President
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EXHIBIT
1
CONTENTS
OF MORTGAGE FILE
With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser
or its
designee, and which shall be delivered to the Purchaser or its designee pursuant
to the terms of this Agreement.
(i) The
original Mortgage Note, including any riders thereto, endorsed without recourse
to the order of “LaSalle Bank National Association, as Trustee for
certificateholders of Bear Xxxxxxx Mortgage Funding Trust, Mortgage-Backed
Certificates, Series 2007-SL2,” or to blank and showing to the extent available
to the Mortgage Loan Seller an unbroken chain of endorsements from the original
payee thereof to the Person endorsing it to the Trustee;
(ii) the
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the
presence of the MIN and language indicating that such Mortgage Loan is a
MOM
Loan, which shall have been recorded (or, 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 a MOM Loan, the assignment (either an original or a
copy,
which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “LaSalle Bank
National Association, as Trustee for certificateholders of Bear Xxxxxxx Mortgage
Funding Trust, Mortgage-Backed Certificates, Series 2007-SL2,” which shall have
been recorded (or if clause (x) in the proviso below applies, shall be in
recordable form);
(iv) an
original or a copy of all intervening assignments of the Mortgage, if any,
to
the extent available to the Mortgage Loan Seller, with evidence of recording
thereon;
(v) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable,
a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and
(vi) originals
or copies of all available assumption, modification or substitution agreements,
if any; provided, however, that in lieu of the foregoing, the Mortgage Loan
Seller may deliver the following documents, under the circumstances set forth
below: (x) if any Mortgage, assignment thereof to the Trustee or
intervening assignments thereof have been delivered or are being delivered
to
recording offices for recording and have not been returned in time to permit
their delivery as specified above, the Purchaser may deliver a true copy
thereof
with a certification by the Mortgage Loan Seller or the title company issuing
the commitment for title insurance, on the face of such copy, substantially
as
follows: “Certified to be a true and correct copy of the original, which has
been transmitted for recording”; and (y) in lieu of the Mortgage
(other than
the Mortgages related to the EMC Flow Loans), assignment 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 J to the Pooling and Servicing
Agreement, the Purchaser may deliver a lost note affidavit and indemnity
and a
copy of the original note, if available; and provided, further, however,
that in
the case of Mortgage Loans which have been prepaid in full after the Cut-Off
Date and prior to the Closing Date, the Purchaser, in lieu of delivering
the
above documents, may deliver to the Trustee and its Custodian a certification
of
a Servicing Officer to such effect and in such case shall deposit all amounts
paid in respect of such Mortgage Loans, in the Protected Account or in the
Distribution Account on the Closing Date. In the case of the documents referred
to in clause (x) above, the Purchaser shall deliver such documents to the
Trustee or its Custodian promptly after they are received. the Mortgage Loan
Seller shall cause, at its expense, the Mortgage and intervening assignments,
if
any, and to the extent required in accordance with the foregoing, the assignment
of the Mortgage to the Trustee to be submitted for recording promptly after
the
Closing Date; provided that the Mortgage Loan Seller need not cause to be
recorded any assignment (a) in any jurisdiction under the laws of which,
as
evidenced by an Opinion of Counsel addressed to the Trustee delivered by
the
Mortgage Loan Seller to the Trustee and the Rating Agencies, the recordation
of
such assignment is not necessary to protect the Trustee’s interest in the
related Mortgage Loan or (b) if MERS is identified on the Mortgage or on
a
properly recorded assignment of the Mortgage as mortgagee of record solely
as
nominee for the Mortgage Loan Seller and its successors and
assigns. In the event that the Mortgage Loan Seller, the Purchaser or
the Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, the Mortgage
Loan
Seller shall submit or cause to be submitted for recording as specified above
or, should the Mortgage Loan Seller fail to perform such obligations, the
Master
Servicer shall cause each such previously unrecorded assignment to be submitted
for recording as specified above at the expense of the Trust. In the
event a Mortgage File is released to the Mortgage Loan Seller or 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.
EXHIBIT
2
MORTGAGE
LOAN SCHEDULE INFORMATION
The
Mortgage Loan Schedule shall set forth the following information with respect
to
each Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer’s Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) the
Trustee Fee Rate, if applicable;
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Lifetime Mortgage Rate, if applicable;
(v) the
Minimum Lifetime Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
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(z)
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which Mortgage Loans adjust after an initial fixed-rate period
of one,
two, three, five, seven or ten years or any other
period;
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(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.
EXHIBIT
3
MORTGAGE
LOAN SELLER’S INFORMATION
All
information in the Free Writing
Prospectus and the Prospectus Supplement described under the following captions:
“SUMMARY — The Mortgage Loans,” “THE MORTGAGE POOL”, “THE SPONSOR” and “SCHEDULE
A — Mortgage Loan Statistical Data.”
EXHIBIT
4
PURCHASER’S
INFORMATION
All
information in the Free Writing Prospectus, the Prospectus Supplement and
the
Prospectus, except the Mortgage Loan Seller’s Information.
EXHIBIT
5
SCHEDULE
OF LOST NOTES
Available
Upon Request
EXHIBIT
6
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REVISED
October 20,
0000
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XXXXXXXX
X - Standard & Poor’s Predatory Lending Categories
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note
that certain loans classified by the relevant statute as Covered are included
in
Standard & Poor’s High Cost Loan Category because they included thresholds
and tests that are typical of what is generally considered High Cost by the
industry.
|
Standard
& Poor’s High Cost Loan Categorization
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State/Jurisdiction
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Name
of Anti-Predatory Lending
Law/Effective
Date
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Category
under
Applicable
Anti-Predatory Lending Law
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Arkansas
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Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000
etseq.
Effective
July 16, 2003
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High
Cost Home Loan
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Cleveland
Heights, OH
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Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.
Effective
June 2, 2003
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Covered
Loan
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Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101
etseq.
Effective
for covered loans offered or entered into on or after February
1, 2003.
Other provisions of the Act took effect on June 7, 2002
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Covered
Loan
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Connecticut
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Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
etseq.
Effective
October 1, 2001
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High
Cost Home Loan
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District
of Columbia
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Home
Loan Protection Act, D.C. Code §§ 26-1151.01
etseq.
Effective
for loans closed on or after January 28, 2003
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Covered
Loan
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Florida
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Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078 etseq.
Effective
October 2, 2002
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High
Cost Home Loan
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Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
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Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq. Effective
October 1, 2002 – March 6, 2003
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High
Cost Home Loan
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Georgia
as amended (Mar. 7, 2003 – current)
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Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1
etseq.
Effective
for loans closed on or after March 7, 2003
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High
Cost Home Loan
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HOEPA
Section 32
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Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments October 1, 2002
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High
Cost Loan
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Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5
etseq.
Effective
February 1, 2004 (prior to this date, regulations under Residential
Mortgage License Act effective from May 14, 2001)
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High
Risk Home Loan
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Indiana
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Indiana
Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1
etseq.
Effective
February 1, 2005; amended by 2005 HB 1179, effective July 1,
2005.
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High
Cost Home Loans
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Kansas
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Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101
etseq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
16a-3-308a became effective July 1, 1999
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High
Loan to Value Consumer Loan (id. § 16a-3-207) and;
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High
APR Consumer Loan (id. §16a-3-308a)
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Kentucky
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2003
KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
etseq.
Effective
June 24, 2003
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High
Cost Home Loan
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Maine
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Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101
etseq.
Effective
September 29, 1995 and as amended from time to time
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High
Rate High Fee Mortgage
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Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 etseq. and 209 C.M.R. §§
40.01 etseq.
Effective
March 22, 2001 and amended from time to time
|
High
Cost Home Loan
|
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010
etseq.
Effective
October 1, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1
etseq.
Effective
as of February 1, 2004; Revised as of February 26, 2004
|
High
Cost Home Loan
|
|
New
York
|
N.Y.
Banking Law Article 6-l
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
etseq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines
of
credit)
|
High
Cost Home Loan
|
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Xxx.
§§ 1349.25 etseq.
Effective
May 24, 2002
|
Covered
Loan
|
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective February 1, 2004
|
Subsection
10 Mortgage
|
|
Rhode
Island
|
Rhode
Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1
etseq.
Effective
December 31, 2006.
|
High
Cost Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
etseq.
Effective
for loans taken on or after February 1, 2004
|
High
Cost Home Loan
|
|
Tennessee
|
Tennessee
Home Loan Protection Act, Tenn. Code Xxx. §§ 00-00-000
etseq.
Effective
February 1, 2007.
|
High
Cost Home Loan
|
|
West
Virginia
|
West
Virginia Residential Mortgage Lender, Broker and Servicer Act,
W. Va. Code
Xxx. §§ 31-17-1 etseq.
Effective
June 5, 2002
|
West
Virginia Mortgage Loan Act Loan
|
|
Standard
& Poor’s Covered Loan Categorization
|
||
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-Predatory Lending Law
|
|
Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1
etseq.
Effective
October 1, 2002 – March 6, 2003
|
Covered
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
November 27, 2003 – July 5, 2004
|
Covered
Home Loan
|
|
Standard
& Poor’s Home Loan Categorization
|
||
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-Predatory Lending Law
|
|
Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1
etseq.
Effective
October 1, 2002 – March 6, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1
etseq.
Effective
as of February 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
etseq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines
of
credit)
|
Consumer
Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
etseq.
Effective
for loans taken on or after February 1, 2004
|
Consumer
Home Loan
|
|
Standard
& Poor’s High Cost Loan Categorization
|
||
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-Predatory Lending Law
|
|
Arkansas
|
Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 etseq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.
Effective
June 2, 2003
|
Covered
Loan
|
|
Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 etseq.
Effective
for covered loans offered or entered into on or after February
1, 2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
|
Connecticut
|
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
etseq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078 etseq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
|
Georgia
(Oct. 1, 2002 – Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq. Effective October 1, 2002
– March 6, 2003
|
High
Cost Home Loan
|
|
Georgia
as amended (Mar. 7, 2003 – current)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 etseq.
Effective
for loans closed on or after March 7, 2003
|
High
Cost Home Loan
|
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments October 1, 2002
|
High
Cost Loan
|
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5
etseq.
Effective
February 1, 2004 (prior to this date, regulations under Residential
Mortgage License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
|
Indiana
|
Indiana
Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 etseq.
Effective
February 1, 2005; amended by 2005 HB 1179, effective July 1,
2005.
|
High
Cost Home Loans
|
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 etseq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id. § 16a-3-207) and;
|
|
High
APR Consumer Loan (id. §16a-3-308a)
|
||
|
Kentucky
|
2003
KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
etseq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 etseq. and 209 C.M.R. §§ 40.01
etseq.
Effective
March 22, 2001 and amended from time to time
|
High
Cost Home Loan
|
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 etseq.
Effective
October 1, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
etseq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.
Effective
as of February 1, 2004; Revised as of February 26, 2004
| |
