GS MORTGAGE SECURITIES CORP., Depositor, LONG BEACH MORTGAGE COMPANY, Master Servicer and Responsible Party and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of January 1, 2006 GSAMP TRUST 2006-S1 MORTGAGE...
EXECUTION COPY
GS MORTGAGE SECURITIES CORP.,
Depositor,
LONG BEACH MORTGAGE COMPANY,
Master Servicer and Responsible Party
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
_____________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2006
_____________________________________________
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-S1
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01 |
Definitions |
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
Section 2.01 |
Conveyance of Mortgage Loans |
|
Section 2.02 |
Acceptance by the Trustee of the Mortgage Loans |
|
Section 2.03 |
Representations, Warranties and Covenants of the Responsible Party and the Master Servicer |
|
Section 2.04 |
[RESERVED]. |
|
Section 2.05 |
Execution and Delivery of Certificates |
|
Section 2.06 |
REMIC Matters |
|
Section 2.07 |
Representations and Warranties of the Depositor |
|
Section 2.08 |
Enforcement of Purchaser and Responsible Party Obligations |
|
Section 2.09 |
Purposes and Powers of the Trust |
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
|
Section 3.01 |
Master Servicer to Service Mortgage Loans |
|
Section 3.02 |
Subservicing Agreements between the Master Servicer and Subservicers |
|
Section 3.03 |
Successor Subservicers |
|
Section 3.04 |
Liability of the Master Servicer |
|
Section 3.05 |
No Contractual Relationship between Subservicers and the Trustee |
|
Section 3.06 |
Assumption or Termination of Subservicing Agreements by Trustee |
|
Section 3.07 |
Collection of Certain Mortgage Loan Payments |
|
Section 3.08 |
Subservicing Accounts |
|
Section 3.09 |
Reserved. |
|
Section 3.10 |
Collection Account |
|
Section 3.11 |
Withdrawals from the Collection Account |
|
Section 3.12 |
Investment of Funds in the Collection Account and the Distribution Account |
|
Section 3.13 |
Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage |
|
Section 3.14 |
Enforcement of Due-on-Sale Clauses; Assumption Agreements |
|
Section 3.15 |
Realization upon Defaulted Mortgage Loans |
|
Section 3.16 |
Release of Mortgage Files |
|
Section 3.17 |
Title, Conservation and Disposition of REO Property |
|
Section 3.18 |
[RESERVED]. |
|
Section 3.19 |
Access to Certain Documentation and Information Regarding the Mortgage Loans |
|
Section 3.20 |
Documents, Records and Funds in Possession of the Master Servicer to Be Held for the Trustee |
|
Section 3.21 |
Servicing Compensation |
|
Section 3.22 |
Annual Statement as to Compliance |
|
Section 3.23 |
Assessments of Compliance and Attestation Reports |
|
Section 3.24 |
Trustee to Act as Master Servicer |
|
Section 3.25 |
Compensating Interest |
|
Section 3.26 |
Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act |
|
Section 3.27 |
Excess Reserve Fund Account; Distribution Account |
|
Section 3.28 |
Optional Purchase of Delinquent Mortgage Loans |
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER
|
Section 4.01 |
Advances |
|
Section 4.02 |
Priorities of Distribution |
|
Section 4.03 |
Monthly Statements to Certificateholders |
|
Section 4.04 |
Certain Matters Relating to the Determination of LIBOR |
|
Section 4.05 |
Allocation of Applied Realized Loss Amounts |
|
Section 4.06 |
Distributions on the REMIC I Regular Interests. |
ARTICLE V
THE CERTIFICATES
|
Section 5.01 |
The Certificates |
|
Section 5.02 |
Certificate Register; Registration of Transfer and Exchange of Certificates |
|
Section 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates |
|
Section 5.04 |
Persons Deemed Owners |
|
Section 5.05 |
Access to List of Certificateholders’ Names and Addresses |
|
Section 5.06 |
Maintenance of Office or Agency |
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
|
Section 6.01 |
Respective Liabilities of the Depositor and the Master Servicer |
|
Section 6.02 |
Merger or Consolidation of the Depositor or the Master Servicer |
|
Section 6.03 |
Limitation on Liability of the Depositor, the Master Servicer and Others |
|
Section 6.04 |
Limitation on Resignation of the Master Servicer |
|
Section 6.05 |
Additional Indemnification by the Master Servicer; Third Party Claims |
ARTICLE VII
DEFAULT
|
Section 7.01 |
Events of Default |
|
Section 7.02 |
Trustee to Act; Appointment of Successor |
|
Section 7.03 |
Notification to Certificateholders |
ARTICLE VIII
CONCERNING THE TRUSTEE
|
Section 8.01 |
Duties of the Trustee |
|
Section 8.02 |
Certain Matters Affecting the Trustee |
|
Section 8.03 |
Trustee Not Liable for Certificates or Mortgage Loans |
|
Section 8.04 |
Trustee May Own Certificates |
|
Section 8.05 |
Trustee’s Fees and Expenses |
|
Section 8.06 |
Eligibility Requirements for the Trustee |
|
Section 8.07 |
Resignation and Removal of the Trustee |
|
Section 8.08 |
Successor Trustee |
|
Section 8.09 |
Merger or Consolidation of the Trustee |
|
Section 8.10 |
Appointment of Co-Trustee or Separate Trustee |
|
Section 8.11 |
Tax Matters |
|
Section 8.12 |
Periodic Filings |
|
Section 8.13 |
Tax Classification of the Excess Reserve Fund Account |
|
Section 8.14 |
Intention of the Parties and Interpretation |
ARTICLE IX
TERMINATION
|
Section 9.01 |
Termination upon Liquidation or Purchase of the Mortgage Loans |
|
Section 9.02 |
Final Distribution on the Certificates |
|
Section 9.03 |
Additional Termination Requirements |
ARTICLE X
MISCELLANEOUS PROVISIONS
|
Section 10.01 |
Amendment |
|
Section 10.02 |
Recordation of Agreement; Counterparts |
|
Section 10.03 |
Governing Law |
|
Section 10.04 |
Intention of Parties |
|
Section 10.05 |
Notices |
|
Section 10.06 |
Severability of Provisions |
|
Section 10.07 |
Assignment; Sales; Advance Facilities |
|
Section 10.08 |
Limitation on Rights of Certificateholders |
|
Section 10.09 |
Inspection and Audit Rights |
|
Section 10.10 |
Certificates Nonassessable and Fully Paid |
|
Section 10.11 |
Waiver of Jury Trial |
|
Section 10.12 |
Limitation of Damages |
SCHEDULES
Schedule I |
Mortgage Loan Schedule |
Schedule II | Schedule Representations and Warranties of Long Beach Mortgage Company, as Master Servicer |
Schedule III |
Representations and Warranties of Long Beach Mortgage Company, as Responsible Party |
EXHIBITS
Exhibit A-1 |
Form of Class A, Class M and Class B Certificates |
| ||||||||||
Exhibit B |
Form of Class P Certificate |
| ||||||||||
Exhibit C |
Form of Class R Certificate |
| ||||||||||
Exhibit D-1 |
Form of Class X Certificate |
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Exhibit D-2 |
Form of Class X-1 Certificate |
| ||||||||||
Exhibit E |
Form of Initial Certification of Trustee |
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Exhibit F |
Form of Document Certification and Exception Report of Trustee | |||||||||||
Exhibit G |
Form of Residual Transfer Affidavit |
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Exhibit H |
Form of Transferor Certificate |
| ||||||||||
Exhibit I-1 |
Form of Rule 144A Letter |
| ||||||||||
Exhibit I-2 |
Form of Investment Letter (Non Rule 144A) |
| ||||||||||
Exhibit J |
Form of Request for Release |
| ||||||||||
Exhibit K |
Contents of Each Mortgage File |
| ||||||||||
Exhibit L |
[Reserved] |
| |||||||
Exhibit M |
Form of Certification to be provided with Form 10-K |
| |||||||
Exhibit N |
Form of Trustee Certification to be provided to Depositor |
| |||||||
Exhibit O |
Form of Master Servicer Certification to be provided to Depositor | ||||||||
Exhibit P |
[Reserved] |
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Exhibit Q |
Form of Power of Attorney |
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Exhibit R |
Purchase Agreement |
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Exhibit S |
Representations and Warranties Agreement |
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Exhibit T |
Servicing Criteria to Be Addressed in Assessment of Compliance |
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Exhibit U |
Form 10-D, Form 8-K and Form 10-K Reporting Responsibility |
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THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 2006, is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), LONG BEACH MORTGAGE COMPANY, a Delaware corporation, as responsible party (in such capacity, the “Responsible Party”) and as master servicer (in such capacity, the “Master Servicer”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.
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 Prepayment Premiums and the Excess Reserve Fund Account) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-I Interest will be the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated 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 |
REMIC I |
Initial |
Latest Possible |
I-LTAA |
Variable(2) |
$ 506,476,607.48 |
November 25, 2035 |
I-LTA1 |
Variable(2) |
$ 2,733,390.00 |
November 25, 2035 |
I-LTA2A |
Variable(2) |
$ 539,990.00 |
November 25, 2035 |
I-LTA2B |
Variable(2) |
$ 135,000.00 |
November 25, 2035 |
I-LTM1 |
Variable(2) |
$ 475,460.00 |
November 25, 2035 |
I-LTM2 |
Variable(2) |
$ 410,870.00 |
November 25, 2035 |
I-LTM3 |
Variable(2) |
$ 126,620.00 |
November 25, 2035 |
I-LTM4 |
Variable(2) |
$ 136,950.00 |
November 25, 2035 |
I-LTM5 |
Variable(2) |
$ 121,460.00 |
November 25, 2035 |
I-LTM6 |
Variable(2) |
$ 95,610.00 |
November 25, 2035 |
I-LTB1 |
Variable(2) |
$ 98,190.00 |
November 25, 2035 |
I-LTB2 |
Variable(2) |
$ 87,860.00 |
November 25, 2035 |
I-LTZZ |
Variable(2) |
$ 5,374,857.30 |
November 25, 2035 |
__________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest. |
(2) |
Calculated in accordance with the definition of “REMIC I Remittance 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-II Interest will evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates. The Trust Fund will also issue the Class X-1 Certificates and the Class P Certificates, which will not be issued by any REMIC created hereunder.
Designation |
Pass-Through Rate |
Initial Aggregate Certificate Balance |
Latest Possible |
Class A-1 |
Variable(2) |
$ 273,339,000.00 |
November 25, 2035 |
Class A-2A |
Variable(2) |
$ 53,999,000.00 |
November 25, 2035 |
Class A-2B |
Variable(2) |
$ 13,500,000.00 |
November 25, 2035 |
Class M-1 |
Variable(2) |
$ 47,546,000.00 |
November 25, 2035 |
Class M-2 |
Variable(2) |
$ 41,087,000.00 |
November 25, 2035 |
Class M-3 |
Variable(2) |
$ 12,662,000.00 |
November 25, 2035 |
Class M-4 |
Variable(2) |
$ 13,695,000.00 |
November 25, 2035 |
Class M-5 |
Variable(2) |
$ 12,146,000.00 |
November 25, 2035 |
Class M-6 |
Variable(2) |
$ 9,561,000.00 |
November 25, 2035 |
Class B-1 |
Variable(2) |
$ 9,819,000.00 |
November 25, 2035 |
Class B-2 |
Variable(2) |
$ 8,786,000.00 |
November 25, 2035 |
Class X |
N/A(3) |
$ 20,672,864.78 |
November 25, 2035 |
__________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates. |
(2) |
Calculated in accordance with the definition of “Pass-Through Rate” herein. |
(3) |
The Class X Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class X Certificates outstanding from time to time which shall equal the Uncertificated Balance of the REMIC I Regular Interests. The Class X Certificates will not accrue interest on their Certificate Balance. |
As of the Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance equal to $516,812,864.78.
The minimum denomination for each Class of Offered Certificates and the Class B-2 Certificates will be $25,000 initial Certificate Balance with integral multiples of $1 in excess thereof. The minimum denomination for (a) the Class R Certificates will be a 100% Percentage Interest in such Class and (b) the Class P and Class X Certificates will be a 1% Percentage Interest in each such Class. The Class X-1 Certificates will be issued as a single Certificate and will not have a Class Certificate Balance.
It is expected that each Class of Certificates will receive its final distribution of principal and interest on or prior to the Final Scheduled Distribution Date.
Set forth below are designations of Classes of Certificates to the categories used herein:
Book-Entry Certificates |
All Classes of Certificates other than the Physical Certificates. |
Class A Certificates |
Class A-1, Class A-2A and Class A-2B Certificates. |
Class R Certificates |
Class R Certificates. |
Delay Certificates |
The Fixed Rate Certificates. |
ERISA-Restricted Certificates |
Class B-2, Class R, Class P, Class X and Class X-1 Certificates; any Certificate with a rating below the lowest applicable permitted rating under the Underwriters’ Exemption. |
Fixed Rate Certificates |
Class M-4, Class M-5, Class M-6, Class B-1 and Class B-2 Certificates. |
LIBOR Certificates |
The Class A, Class M-1, Class M-2 and Class M-3 Certificates. |
Non-Delay Certificates |
LIBOR Certificates and Class X Certificates |
Offered Certificates |
All Classes of Certificates other than the Private Certificates. |
Physical Certificates |
Class P, Class X, Class X-1 and Class R Certificates. |
Private Certificates |
Class B-2, Class P, Class X, Class X-1 and Class R Certificates. |
Rating Agencies |
Fitch and Xxxxx’x. |
Regular Certificates |
All Classes of Certificates other than the Class P, Class X-1 and Class R Certificates. |
Residual Certificates |
Class R Certificates. |
Subordinated Certificates |
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1 and Class B-2 Certificates. |
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices set forth in Section 3.01 of this Agreement.
Account: Any of the Collection Account, the Distribution Account or the Excess Reserve Fund Account. Each Account shall be an Eligible Account.
Accrued Certificate Interest Distribution Amount: With respect to any Distribution Date for each Class of Offered Certificates and the Class B-2 Certificates, the amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Balance immediately prior to such Distribution Date, as reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for the related Due Period allocated to such Class pursuant to Section 4.02.
Additional Form 10-D Disclosure: As defined in Section 8.12(a)(i).
Additional Form 10-K Disclosure: As defined in Section 8.12(a)(iii).
Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Interest Rate less the Expense Fee Rate.
Advance: Any P&I Advance or Servicing Advance.
Advancing Person: As defined in Section 10.07.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first Person. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments or supplements hereto.
Amount Held for Future Distribution: As to the Certificates on any Distribution Date, the aggregate amount held in each Collection Account at the close of business on the related Determination Date on account of (i) Principal Prepayments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds on the Mortgage Loans received after the end of the related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Due Period.
Applied Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the Offered Certificates and the Class B-2 Certificates after distributions of principal on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.
Assessment of Compliance: As defined in Section 3.23.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (other than the assignee’s name and recording information not yet returned from the recording office), reflecting the sale of the Mortgage to the Trust.
Attestation Report: As defined in Section 3.23.
Available Funds: With respect to any Distribution Date and the Mortgage Loans to the extent received by the Trustee (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Mortgage Loans in the related Due Period and received on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and Liquidation Proceeds received during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest paid by the Master Servicer in connection therewith (excluding Prepayment Premiums); (iv) all amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or Repurchase Price in respect of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Responsible Party or the Purchaser as of such Distribution Date; and (v) the proceeds received with respect to the termination of the Trust Fund pursuant to clause (a) of Section 9.01, reduced by (y) all amounts in reimbursement for P&I Advances and Servicing Advances previously made with respect to the Mortgage Loans, and other amounts as to which the Master Servicer, the Depositor or the Trustee (or co-trustee) are entitled to be paid or reimbursed pursuant to this Agreement.
Basic Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the aggregate Principal Remittance Amount for such Distribution Date over (ii) the Excess Overcollateralized Amount, if any, for such Distribution Date.
Basis Risk Carry Forward Amount: With respect to the LIBOR Certificates and the Class B-1 Certificates and Class B-2 Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Pass-Through Rate for any Class of LIBOR Certificates or the Class B-1 Certificates and Class B-2 Certificates is based upon the WAC Cap, the excess of (i) the amount of interest such Class of LIBOR Certificates or the Class B-1 Certificates and Class B-2 Certificates would otherwise be entitled to receive on such Distribution Date had the Pass-Through Rate not been subject to the WAC Cap, over (ii) the amount of interest payable on such Class of Certificates at the WAC Cap, and (B) the Basis Risk Carry Forward Amount for such Class of LIBOR Certificates or the Class B-1 Certificates and Class B-2 Certificates for all previous Distribution Dates not previously paid, together with interest thereon at a rate equal to
the applicable Pass-Through Rate for such Class of LIBOR Certificates or the Class B-1 Certificates and Class B-2 Certificates for such Distribution Date (without giving effect to the WAC Cap).
Basis Risk Payment: For any Distribution Date, an amount equal to the lesser of (i) the aggregate Basis Risk Carry Forward Amounts for such Distribution Date and (ii) the Class X Distributable Amount (prior to any reduction for Basis Risk Payments).
Best’s: Best’s Key Rating Guide, as the same shall be amended from time to time.
Book-Entry Certificates: As specified in the Preliminary Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii) a day on which banking or savings and loan institutions, in (a) the States of New York, California, Delaware and Washington, (b) the State in which the Master Servicer’s servicing operations are located, or (c) the State in which the Trustee’s operations are located, are authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.
Certificate Balance: With respect to any Class of Certificates, other than the Class P Certificates or Class R Certificates, at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of any Subordinated Certificates, and reduced by the amount of any Applied Realized Loss Amounts previously allocated to such Class of Subordinated Certificates; provided, however, that immediately following the Distribution Date on which a Subsequent Recovery is distributed, the Class Certificate Balances of any Class or Classes of Certificates that have been previously reduced by Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of the Subsequent Recovery distributed on such Distribution Date (up to the amount of Applied Realized Loss Amounts allocated to such Class or Classes). The Class P Certificates and Class R Certificates have no Certificate Balance. With respect to each Class X Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balances of the REMIC I Regular Interests over (B) the then aggregate Class Certificate Balance of the Class A Certificates, Class M Certificates and Class B Certificates then outstanding. The aggregate initial Class Certificate Balance of each Class of Regular Certificates is set forth in the Preliminary Statement hereto.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to
this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.
Certification: As defined in Section 8.12(a)(iii).
Charged Off Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that is 180 days delinquent that has not yet been liquidated, giving rise to a Realized Loss.
Class: All Certificates bearing the same class designation as set forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary Statement.
Class A Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the aggregate Class Certificate Balance of the Class A-1, Class A-2A and Class A-2B Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 24.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class A-2B Fraction: A fraction equal to (x) the aggregate Class Certificate Balance of the Class A-2A Certificates and Class A-2B Certificates over (y) the aggregate Class Certificate Balance of the Class A Certificates.
Class B-1 Certificates: All Certificates bearing the class designation of “Class B-1.”
Class B-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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), (C) the Class Certificate 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), (D) the Class Certificate 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), (E) the Class Certificate 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), (F) the Class Certificate 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), (G) the Class Certificate 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 (H) the Class Certificate Balance of the Class B-1 Certificates immediately prior to such Distribution Date, over (ii) the lesser of (A) the product of (x) 80.80% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class B-2 Certificates: All Certificates bearing the class designation of “Class B-2.”
Class B-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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), (C) the Class Certificate 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), (D) the Class Certificate 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), (E) the Class Certificate 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), (F) the Class Certificate 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), (G) the Class Certificate 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), (H) the Class Certificate 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 (I) the Class Certificate Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (ii) the lesser of (A) the product of (x) 84.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class Certificate Balance: With respect to any Class and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date.
Class M Certificates: The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.
Class M-1 Certificates: All Certificates bearing the class designation of “Class M-1.”
Class M-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), and (B) the Class Certificate Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 42.50% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class M-2 Certificates: All Certificates bearing the class designation of “Class M-2.”
Class M-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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 (C) the Class Certificate Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 58.40% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class M-3 Certificates: All Certificates bearing the class designation of “Class M-3.”
Class M-3 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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), (C) the Class Certificate 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 (D) the Class Certificate Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 63.30% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class M-4 Certificates: All Certificates bearing the class designation of “Class M-4.”
Class M-4 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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), (C) the Class Certificate 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), (D) the Class Certificate 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 (E) the Class Certificate Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 68.60% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class M-5 Certificates: All Certificates bearing the class designation of “Class M-5.”
Class M-5 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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), (C) the Class Certificate 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), (D) the Class Certificate 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), (E) the Class Certificate 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 (F) the Class Certificate Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 73.30% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class M-6 Certificates: All Certificates bearing the class designation of “Class M-6.”
Class M-6 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate 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), (C) the Class Certificate 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), (D) the Class Certificate 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), (E) the Class Certificate 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), (F) the Class Certificate 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 (G) the Class Certificate Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 77.00% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class P Certificates: All Certificates bearing the class designation of “Class P.”
Class R Certificates: All Certificates bearing the designation of “Class R” and representing the Residual Interest in REMIC I and REMIC II.
Class X Certificates: All Certificates bearing the class designation of “Class X.”
Class X Distributable Amount: On any Distribution Date, (i) as a distribution in respect of interest, the amount of interest that has accrued on the Class X Interest and not applied as an Extra Principal Distribution Amount on such Distribution Date, plus any such accrued interest remaining undistributed from prior Distribution Dates, plus, without duplication, (ii) as a distribution in respect of principal, any portion of the principal balance of the Class X Interest which is distributable as an Overcollateralization Reduction Amount, minus (iii) any amounts paid as a Basis Risk Payment.
Closing Date: January 27, 2006.
Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.
Collection Accounts: As defined in Section 3.10(a).
Combined Loan-to-Value Ratio or CLTV: As of the date of origination and as to any Mortgage Loan, the ratio, expressed as a percentage, of (a) the sum of (i) the outstanding principal balance of the Mortgage Loan as of the date of origination and (ii) the outstanding principal balance as of the date of origination of any mortgage loan or mortgage loans that are senior or equal in priority to the Mortgage Loan and which are secured by the same Mortgaged Property to (b) the Value.
Compensating Interest: For any Distribution Date, the lesser of (a) the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to Principal Prepayments occurring during the related Prepayment Period, and (b) the Servicing Fee payable to the Master Servicer for such Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents remaining after, or not otherwise required to be applied to, the satisfaction of any related First Lien Mortgage Loan.
Corporate Trust Office: The designated office of the Trustee in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attn: Trust
Administration-GS06L1, facsimile no. (000) 000-0000 and which is the address to which notices to and correspondence with the Trustee should be directed.
Corresponding Certificate: With respect to each REMIC I Regular Interest, as follows:
REMIC I Regular Interest |
Class |
REMIC I Regular Interest I-LTA1 |
A-1 |
REMIC I Regular Interest I-LTA2A |
A-2A |
REMIC I Regular Interest I-LTA2B |
A-2B |
REMIC I Regular Interest I-LTM1 |
M-1 |
REMIC I Regular Interest I-LTM2 |
M-2 |
REMIC I Regular Interest I-LTM3 |
M-3 |
REMIC I Regular Interest I-LTM4 |
M-4 |
REMIC I Regular Interest I-LTM5 |
M-5 |
REMIC I Regular Interest I-LTM6 |
M-6 |
REMIC I Regular Interest I-LTB1 |
B-1 |
REMIC I Regular Interest I-LTB2 |
B-2 |
Custodial File: With respect to each Mortgage Loan, the file retained by the Trustee consisting of items (i) – (vii) as listed on Exhibit K hereto.
Custodial File: With respect to each Mortgage Loan, any Mortgage Loan Document which is delivered to the Trustee or which at any time comes into the possession of the Trustee.
Cut-off Date: January 1, 2006.
Cut-off Date Pool Principal Balance: The aggregate Stated Principal Balance of all Mortgage Loans as of the Cut-off Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date (after giving effect to payments of principal due on that date, whether or not received).
Data Tape Information: The information provided by the Responsible Party as of the Cut-off Date to the Depositor setting forth the following information with respect to each Mortgage Loan: (1) the Mortgagor’s name and the originator’s Mortgage Loan identifying number; (2) the street address of the Mortgaged Property including the state and zip code; (3) a code indicating whether the Mortgaged Property is owner-occupied; (4) the type of residential dwelling constituting the Mortgaged Property; (5) the original months to maturity; (6) the Combined Loan-to-Value Ratio at origination; (7) the Mortgage Interest Rate in effect immediately following the Cut-off Date; (8) the date on which the first Scheduled Payment was due on the Mortgage Loan; (9) the stated maturity date; (10) the amount of the first Scheduled Payment due on the first Due Date after the Cut-off Date; (11) the last Due Date on which a Scheduled Payment was actually applied to the Stated Principal Balance; (12) the original principal amount of the Mortgage Loan; (13) the principal balance of the Mortgage Loan as of
the close of business on the Cut-off Date, after deduction and application of all payments of principal due on or before the Cut-off Date, whether or not received; (14) a code indicating the purpose of the loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing); (15) the Mortgage Interest Rate at origination; (16) a code indicating the documentation program; (17) the Responsible Party’s risk grade and the FICO score; (18) the Origination Value of the Mortgaged Property; (19) the sale price of the Mortgaged Property, if applicable; (20) the date of origination; (21) the stated remaining months to maturity as of the Cut-off Date; (22) the current principal and interest payment of the Mortgage Loan as of the Cut-off Date; (23) the interest “paid to date” of the Mortgage Loan as of the Cut-off Date; (24) the number of years the Prepayment Premium is in effect; (25) a code indicating the appraisal type; (26) a code indicating the S&P documentation type; (27) the payment history on the current mortgage (maximum of twelve months); (28) the debt-to-income ratio; (29) a code indicating whether the Mortgage Loan is assumable (“yes” or “no”); (30) a flag indicating high cost loan or covered loan governed by any anti-predatory lending laws (only required if the Mortgage Loan falls into one of these categories); (31) the amount of monthly payment due on the related First Lien Mortgage Loan on its first due date after the Cut-off Date; and (32) the original principal amount of the related First Lien Mortgage Loan. With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the United States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non appealable, except for such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the United States Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).
Delay Certificates: As specified in the Preliminary Statement.
Deleted Mortgage Loan: As defined in Section 2.03(f).
Delinquent: As used herein, a Mortgage Loan is considered to be: “30 to 59 days” or “30 or more days” delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next following monthly scheduled due date; “60 to 89 days” or “60 or more days” delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a
payment due on July 1 that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days delinquent
Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face thereof.
Depositor: GS Mortgage Securities Corp., a Delaware corporation, and its successors in interest.
Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is CEDE & Co., as 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 Institution: Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated P-1 by Moody’s, F1+ by Fitch and A-1 by Standard & Poor’s, to the extent they are Rating Agencies hereunder.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 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 3.27(b) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of GSAMP Trust 2006-S1 Mortgage Pass-Through Certificates, Series 2006-S1.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and may be invested in Permitted Investments.
Distribution Date: The 25th day of each calendar month after the initial issuance of the Certificates or, if such day is not a Business Day, the next succeeding Business Day, commencing in February 2006.
Document Certification and Exception Report: The report attached to Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period commencing on the second day of the calendar month preceding the month in which the Distribution Date occurs and ending on the first day of the calendar month in which the Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated “F-1” by Fitch and “P-1” by Moody’s (and a comparable rating if another Rating Agency is specified by the Depositor by written notice to the Master Servicer) at the time any amounts are held on deposit therein; provided that so long as Washington Mutual Bank is the Subservicer, any account maintained at Washington Mutual Bank shall be an Eligible Account if the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by Moody’s, or “A” by Fitch and “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than A-2 by S&P, provided that if the long-term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than “A-” or the short-term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than A-2, Washington Mutual Bank shall transfer the deposits in any account maintained by Washington Mutual Bank (unless any such account otherwise qualifies as an Eligible Account pursuant to (ii) or (iii) of the definition of Eligible Account) to an Eligible Account within ten (10) Business Days of notification of such downgrade, (ii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted Certificate: As specified in the Preliminary Statement.
Event of Default: As defined in Section 7.01.
Excess Overcollateralized Amount: With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralized Amount on such Distribution Date over (b) the Specified Overcollateralized Amount for such Distribution Date.
Excess Reserve Fund Account: The separate Eligible Account created and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the Trustee for the benefit of the Regular Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of GSAMP Trust 2006-S1, Mortgage Pass-Through Certificates, Series 2006-S1.” Funds in the Excess Reserve Fund Account shall be held in trust for the Regular Certificateholders for the uses and purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be invested.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate.
Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee and the Trustee Fee.
Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Overcollateralization Deficiency for such Distribution Date.
Xxxxxx Xxx: The Federal National Mortgage Association and its successors in interest.
Xxxxxx Mae Guides: The Xxxxxx Xxx Seller’s Guide and the Xxxxxx Mae Servicer’s Guide and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, and its successors in interest.
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Responsible Party or the Purchaser as contemplated by this Agreement), a determination made by the Master Servicer that all Insurance Proceeds, Condemnation 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, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.
Final Scheduled Distribution Date: The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in November 2035.
First Lien Mortgage Loan: With respect to each Mortgage Loan, any mortgage loan secured by a first lien Mortgage on the related Mortgaged Property.
Fitch: Fitch, Inc., and its successors in interest. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: MBS Monitoring – GSAMP Trust 2006-S1, or such other address as Fitch may hereafter furnish to the Depositor, the Master Servicer and the Trustee.
Forbearance: As defined in Section 3.07(a).
Form 8-K Disclosure Information: As defined in Section 8.12(a)(ii).
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, and its successors in interest.
Xxxxxxx Mac Guides: The Xxxxxxx Mac Seller’s & Servicer’s Guide and all amendments or additions thereto.
Home Loan: A Mortgage Loan categorized as “Home Loan” pursuant to Appendix E of Standard & Poor’s Glossary.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property, to the extent such proceeds are not to be 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 similar mortgage loans held for its own account giving due consideration to the related First Lien Mortgage Loan, subject to the terms and conditions of the related Mortgage Note and Mortgage.
Interest Accrual Period: With respect to each Class of Non-Delay Certificates and any Distribution Date, the period commencing on the preceding Distribution Date (or, for the initial Distribution Date, the Closing Date) and ending on the day preceding the current Distribution Date, and with respect to the Delay Certificates and the REMIC I Regular Interests and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. For purposes of computing interest accruals on each Class of Non-Delay Certificates, each Interest Accrual Period has the actual number of days in such period and each year is assumed to have 360 days. For purposes of computing interest accruals on each Class of Delay Certificates, each Interest Accrual Period has 30 days in such period and each year is assumed to have 360 days.
Interest Remittance Amount: With respect to any Distribution, that portion of Available Funds attributable to interest relating to the Mortgage Loans.
Investment Account: As defined in Section 3.12(a).
Late Collections: With respect to any Mortgage Loan and any Due Period, all amounts received after the Determination Date immediately following such Due Period, whether as late payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent for such Due Period and not previously recovered.
LIBOR: With respect to any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided, that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trustee (after
consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar deposits of leading European banks.
LIBOR Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date, (i) a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Master Servicer has certified (in accordance with this Agreement) that it has made a Final Recovery Determination and (ii) any Charged Off Loan.
Liquidation Event: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; (iii) such Mortgage Loan is removed from coverage under this Agreement by reason of its being purchased, sold, transferred or replaced pursuant to or as contemplated by this Agreement or (iv) such Mortgage Loan becomes a Charged Off Loan pursuant to Section 3.15(b). With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from coverage under this Agreement by reason of its being purchased pursuant to this Agreement.
Liquidation Proceeds: The amounts, including Insurance Proceeds, Condemnation Proceeds or those received following the acquisition of REO Property, received in connection with the liquidation of a defaulted Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise, including any Subsequent Recoveries in each case, which are remaining after, or not otherwise required to be applied to, the satisfaction of any related First Lien Mortgage Loan.
London Business Day: Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.
Majority Class X Certificateholder: The Holder or Holders of a majority of the Percentage Interests in the Class X Certificates.
Marker Rate: With respect to the Class X Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC I Remittance Rate for each of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTZZ, with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to a cap equal to the related Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation for such Distribution Date and with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this calculation; provided however, each such cap for
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2 and REMIC I Regular I-LTM3 shall be multiplied by a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 30.
Master Servicer: Long Beach Mortgage Company, a Delaware corporation, or any successor servicer appointed as herein provided, in its capacity as Master Servicer hereunder.
Master Servicer Remittance Report: As defined in Section 4.03(d).
Maximum I-LTZZ Uncertificated Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ minus the REMIC I Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTB2 with the rate on each such REMIC I Regular Interest subject to a cap equal to the related Pass-Through Rate for the corresponding Certificate for the purpose of this calculation for such Distribution Date; provided however, each such cap for REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2 and REMIC I Regular I-LTM3 shall be multiplied by a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 30.
Monthly Statement: The statement made available to the Certificateholders pursuant to Section 4.03.
Moody’s: Xxxxx’x Investors Service, Inc and its successor in interest. If Xxxxx’x is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Pass-Through Group, or such other address as Moody’s may hereafter furnish to the Depositor, the Master Servicer and the Trustee.
Mortgage: The mortgage, deed of trust or other instrument identified on the Mortgage Loan Schedule as securing a Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan contained in either the Servicing File or Custodial File.
Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note with respect to each Mortgage Loan.
Mortgage Loan: An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Custodial File, the Servicing File, the Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Premiums and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.
Mortgage Loan Documents: The mortgage loan documents pertaining to each Mortgage Loan.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto as Schedule I, such schedule setting forth the following information with respect to each Mortgage Loan as of the Cut-off Date: (1) the Mortgagor’s name and the originator’s Mortgage Loan identifying number; (2) the street address of the Mortgaged Property including the state and zip code; (3) a code indicating whether the Mortgaged Property is owner-occupied; (4) the type of residential dwelling constituting the Mortgaged Property; (5) the original months to maturity; (6) the Combined Loan-to-Value Ratio at origination; (7) the Mortgage Interest Rate in effect immediately following the Cut-off Date; (8) the date on which the first Scheduled Payment was due on the Mortgage Loan; (9) the stated maturity date; (10) the amount of the first Scheduled Payment due on the first Due Date after the Cut-off Date; (11) the last Due Date on which a Scheduled Payment was actually applied to the Stated Principal Balance; (12) the original principal amount of the Mortgage Loan; (13) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction and application of all payments of principal due on or before the Cut-off Date, whether or not received; (14) a code indicating the purpose of the loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing); (15) the Mortgage Interest Rate at origination; (16) a code indicating the documentation program; (17) the Responsible Party’s risk grade and the FICO score; (18) the Origination Value of the Mortgaged Property; (19) the sale price of the Mortgaged Property, if applicable; (20) the date of origination; (21) the stated remaining months to maturity as of the Cut-off Date; (22) the current principal and interest payment of the Mortgage Loan as of the Cut-off Date; (23) the interest “paid to date” of the Mortgage Loan as of the Cut-off Date; (24) the number of years the Prepayment Premium is in effect; (25) a code indicating the appraisal type; (26) a code indicating the S&P documentation type; (27) the payment history on the current mortgage (maximum of twelve months); (28) the debt-to-income ratio; (29) a code indicating whether the Mortgage Loan is assumable (“yes” or “no”); (30) a flag indicating high cost loan or covered loan governed by any anti-predatory lending laws (only required if the Mortgage Loan falls into one of these categories); (31) the amount of monthly payment due on the related First Lien Mortgage Loan on its first due date after the Cut-off Date; and (32) the original principal amount of the related First Lien Mortgage Loan. With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan, including all riders thereto.
Mortgaged Property: The real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Monthly Excess Cash Flow: For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls exceeds the sum of the Compensating Interest payments made with respect to such Distribution Date.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.
NIM Trustee: The trustee for the NIM Securities.
90+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, three months or more past due (without giving effect to any grace period), each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy.
Non-Delay Certificates: As specified in the Preliminary Statement.
Nonrecoverable P&I Advance: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
Nonrecoverable Servicing Advance: Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed Servicing Advance, would not, be ultimately recoverable from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise.
Notice of Final Distribution: The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.
Notional Amount: With respect to the Class X Certificates and any Distribution Date, the Uncertificated Balance of the REMIC I Regular Interests for such Distribution Date. As of the Closing Date, the Notional Amount of the Class X Certificates is equal to $516,812,864.78.
Notional Balance: With respect to the Class X Certificates for purposes solely of the face thereof, the aggregate Stated Principal Balance of the Mortgage Loans. With respect to each of the Class X-1, Class P and Class R Certificates, and for purposes solely of the face thereof, $100.
Offered Certificates: As specified in the Preliminary Statement.
Officer’s Certificate: A certificate signed by an officer of the Master Servicer with responsibility for the servicing of the Mortgage Loans required to be serviced by the Master Servicer and listed on a list delivered to the Trustee pursuant to this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be in-house counsel for the Master Servicer or a Subservicer, reasonably acceptable to the Trustee; provided, that any Opinion of Counsel relating to (a) qualification of either Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions, must (unless otherwise stated in such Opinion of Counsel) be an opinion of counsel who (i) is in fact independent of the Master Servicer of the Mortgage Loans, (ii) does not have any material direct or indirect financial interest in the Master Servicer of the Mortgage Loans or in an affiliate of the Master Servicer and (iii) is not connected with the Master Servicer of the Mortgage Loans as an officer, employee, director or person performing similar functions; provided, however, that a Person shall not fail to be independent of the Master Servicer or any affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Master Servicer or any affiliate thereof, as the case may be.
Optional Termination Date: The date on which the Master Servicer (at the direction of the Majority Class X Certificateholder (as evidenced on the Certificate Register)), pursuant to Section 9.01, shall cause the Optional Termination Date to occur on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is equal to 10% or less of the Cut off Date Pool Principal Balance (provided, that if the Depositor or an Affiliate of the Depositor is one of the Holders constituting such majority, then there must be at least one other unaffiliated Holder constituting such majority and the Class X Certificates held by such Holder, or unaffiliated Holders in the aggregate, must represent at least a 10% Percentage Interest in the Class X Certificates).
Original Sale Date: With respect to each Mortgage Loan, the date on which the Responsible Party sold the related mortgage loan to the Purchaser, which was either September 27, 2005 or October 25, 2005, as applicable.
Origination Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Xxx.
OTS: Office of Thrift Supervision, and any successor thereto.
Outstanding: With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:
(i) Certificates theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; and
(ii) 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 Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.
Overcollateralized Amount: As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the Certificates as of such Distribution Date (after giving effect to the payment of the Principal Remittance Amount on such Certificates on such Distribution Date).
Overcollateralization Deficiency: With respect to any Distribution Date, the excess, if any, of (a) the Specified Overcollateralized Amount applicable to such Distribution Date over (b) the Overcollateralized Amount applicable to such Distribution Date.
Overcollateralization Floor: With respect to any Distribution Date, 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Class Certificate Balance of the Class A Certificates, Class M Certificates and Class B Certificates to zero, the Overcollateralization Floor shall be zero.
Overcollateralization Reduction Amount: With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Overcollateralized Amount and (b) the Net Monthly Excess Cash Flow.
Ownership Interest: As to any Residual 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.
P&I Advance: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Determination Date representing the aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date.
Pass-Through Margin: With respect to each Class of LIBOR Certificates, the following percentages: Class A-1, 0.140%; Class A-2A, 0.090%; Class A-2B, 0.190%; Class M-1, 0.460%; Class M-2, 0.670%; and Class M-3, 0.750%. On the first Distribution Date after the Optional Termination Date, the Pass-Through Margins shall increase to: Class A-1, 0.280%; Class A-2A, 0.180%; Class A-2B, 0.380%; Class M-1, 0.690%; Class M-2, 1.005%; and Class M-3, 1.125%.
Pass-Through Rate: With respect to the Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class M-1, Class M-2 and Class M-3 Certificates, a rate per annum equal to the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii) the WAC Cap.
With respect to the Class M-4, Class M-5, Class M-6, Class B-1 and Class B-2 Certificates, a rate per annum equal to (a) on or prior to the first possible Optional Termination Date, 6.000%, 6.250%, 7.000%, 7.900% and 7.900%, respectively or (b) after the first possible Optional Termination Date, 6.500%, 6.750%, 7.500%, 8.400% and 8.400%, respectively.
Solely for federal income tax purposes, the Pass-Through Rate with respect to the Class B-1 Certificates and Class B-2 Certificates will be a rate per annum equal to the lesser of (i)(a) on or prior to the first possible Optional Termination Date, 7.900%, or (b) after the first possible Optional Termination Date, 8.400% and (ii) the WAC Cap. To the extent that clause (i) above is greater than clause (ii) above, the positive difference will be paid to the Class B-1 Certificates and Class B-2 Certificates in the same manner as Basis Risk Carry Forward Amounts are paid to the LIBOR Certificates.
With respect to the Class X Certificates 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 amounts calculated pursuant to clauses (a) through (j) below, and the denominator of which is the aggregate Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTZZ. For purposes of calculating the Pass-Through Rate for the Class X Certificates, the numerator is equal to the sum of the following components:
(a) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTAA;
(b) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTA1;
(c) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2A minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTA2A;
(d) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2B minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTA2B;
(e) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM1;
(f) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM2;
(g) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM3;
(h) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM4;
(i) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM5 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM5;
(j) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM6 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM6;
(k) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTB1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTB1;
(l) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTB2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTB2; and
(m) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ.
Percentage Interest: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.
Permitted Investments: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Master Servicer, the Trustee or any of their respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States dollars and issued by any Depository Institution and rated P-1 by Moody’s, F-1 by Fitch and A-1+ by S&P (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement);
(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by each Rating Agency that rates such securities in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by each Rating Agency that rates such securities in its highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including money market funds advised by the Depositor or the Trustee or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAAm” or “AAAm-G” by Standard & Poor’s and at least “AA” by Fitch (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement); and
(vii) if previously confirmed in writing to the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing “Aaa” or “AAA” rated securities;
provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations. For investments in the Distribution Account (except during the Trustee Float Period), only the obligations or securities (or instruments which invest in the obligations or securities) specified in clause (i) above shall constitute Permitted Investments.
Permitted Transferee: Any Person other than (i) the United States, any State or political subdivision thereof, 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) which 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, (v) a Person that is not a U.S. Person or a U.S. Person with respect to whom income
from a Residual Certificate is attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other U.S. Person, (vi) an “electing large partnership” within the meaning of Section 775 of the Code and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the 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 the Xxxxxxx Mac, a majority of its board of directors is not selected by such government unit.
Person: Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.
Physical Certificates: As specified in the Preliminary Statement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate of the Stated Principal Balances of the Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans on the Due Date in the related Due Period.
Prepayment Interest Shortfall: With respect to any Remittance Date, the sum of, for each Mortgage Loan that was, during the related Prepayment Period, the subject of a Principal Prepayment that was applied by the Master Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment Period, an amount equal to the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the lesser of (i) the number of days commencing on the date on which such Principal Prepayment was applied and ending on the last day of the related Prepayment Period and (ii) 30.
Prepayment Period: With respect to any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.
Prepayment Premium: Any prepayment premium or charge collected by the Master Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any voluntary Principal Prepayment pursuant to the terms of the related Mortgage Note.
Principal Distribution Amount: For any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Extra Principal Distribution Amount for such Distribution Date.
Principal Prepayment: Any full or partial payment of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, excluding any Prepayment Premium and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date, the amount equal to the sum of the following amounts (without duplication) with respect to the related Due Period: (i) each scheduled payment of principal on a Mortgage Loan due during such Due Period and received by the Master Servicer on or prior to the related Determination Date or advanced by the Master Servicer for the related Remittance Date (ii) all Principal Prepayments received during the related Prepayment Period, (iii) all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal actually collected by the Master Servicer during the related Prepayment Period, (iv) the portion of the Repurchase Price allocable to principal with respect to each Deleted Mortgage Loan, the repurchase obligation for which arose during the related Prepayment Period, that was repurchased during the period from the prior Determination Date through the Determination Date for the current Distribution Date, (v) the portion of all Substitution Adjustment Amounts allocable to principal with respect to the substitutions of Mortgage Loans that occur during the calendar month in which such Distribution Date occurs and (vi) the allocable portion of the proceeds received with respect to the termination of the Trust Fund pursuant to clause (a) of Section 9.01 (to the extent such proceeds relate to principal).
Privacy Laws: Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended, and all applicable regulations promulgated thereunder.
Private Certificates: As specified in the Preliminary Statement.
Prospectus Supplement: The Prospectus Supplement, dated January 23, 2006, relating to the Offered Certificates.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchase Agreement: The Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2004, between the Purchaser and the Responsible Party, copy of which is attached hereto as Exhibit R.
Purchaser: Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership, and its successors in interest, as purchaser of the Mortgage Loans under the Purchase Agreement.
Rating Agency: Each of the Rating Agencies specified in the Preliminary Statement. If such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers. For purposes of Section 10.05(b), the addresses for notices to each Rating Agency shall be the address specified therefor in the definition corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Master Servicer.
Realized Losses: With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net of the expenses incurred by the Master Servicer in connection with the liquidation of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan. Any Charged Off Loan will give rise to a Realized Loss (calculated as if clause (b) of the previous sentence is equal to zero) at the time it is charged off, as described in Section 3.15(b) hereof.
Record Date: With respect to any Distribution Date, the close of business on the last day of the related Interest Accrual Period; provided, however, that for any Certificate issued in definitive form, the Record Date shall be the close of business on the last Business Day of the month preceding the month in which such applicable Distribution Date occurs.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary Statement.
Released Loan: Any Charged Off Loan that is released by the Master Servicer to the Class X-1 Certificateholder pursuant to Section 3.15(b). Any Released Loan will no longer be an asset of any REMIC or the Trust Fund.
Relief Act Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest or principal collectible on such Mortgage Loan for the most recently ended Due Period as a result of the application of the Servicemembers Civil Relief Act, or any similar state statutes.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
REMIC I: As specified in the Preliminary Statement.
REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.
REMIC I Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Balances of the REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTB2, in each case as of such date of determination.
REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) 1.00% of the aggregate Stated Principal Balance
of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTB2 and the denominator of which is the aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTZZ.
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 REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTAA: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAA shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTA1: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTA1 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTA2A: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTA2A shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTA2B: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTA2B shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTM1: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM1 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTM2: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM2 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTM3: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM3 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTM4: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM4 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTM5: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM5 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTM6: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM6 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTB1: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest
in REMIC I. REMIC I Regular Interest I-LTB1 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTB2: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTB2 shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Regular Interest I-LTZZ: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTZZ shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto.
REMIC I Remittance Rate: With respect to each REMIC I Regular Interest, a per annum rate equal to (i) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect on the beginning of the related Due Period on the Mortgage Loans.
REMIC I Required Overcollateralization Amount: 1% of the Overcollateralization Floor.
REMIC II: The segregated pool of assets consisting of all of the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit of the REMIC II Certificateholders pursuant to Section 2.07, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
REMIC II Certificate: Any Regular Certificate.
REMIC II Certificateholder: The Holder of any REMIC II Certificate.
REMIC Opinion: As defined in Section 9.03.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws.
Remittance Date: With respect to any Distribution Date, no later than 3:00 PM, New York Time on the Business Day immediately preceding such Distribution Date.
REO Disposition: The final sale by the Master Servicer of any REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount equivalent to interest (at the Mortgage Interest Rate net of the Servicing Fee Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by any income from the REO Property treated as a recovery of principal).
REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 8.12(a)(ii).
Reporting Date: The 18th day of each calendar month or the immediately following Business Day if the 18th is not a Business Day.
Representations and Warranties Agreement: The Representations and Warranties Agreement, dated as of January 27, 2006, by and between the Depositor and the Purchaser, a copy of which is attached hereto as Exhibit S.
Repurchase Price: With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Interest Rate from the last date through which interest has been paid and distributed to the Trustee to the date of repurchase, (iii) in the case of the Purchaser only, all unreimbursed Servicing Advances, (iv) (a) in the case of any repurchase pursuant to the Representations and Warranties Agreement, any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory lending law or abusive lending law or (b) in the case of any repurchase by the Responsible Party, any costs and damages incurred by the Trust in connection with the fact that such Mortgage Loan at the time it was made failed to comply with applicable federal, state or local predatory and abusive lending laws, to the extent such costs and damages result from a breach by the Responsible Party of the representation and warranty set forth in Section 3.1(h) or Section 3.1(tt) of the Purchase Agreement, and (v) in the case of the Purchaser only, all expenses incurred by the Master Servicer, the Trust or the Trustee, as the case may be, in respect of a breach or defect, including, without limitation, expenses arising out of the Trustee’s enforcement of the Purchaser’s repurchase obligations, as applicable, to the extent not included in clause (iii).
Request for Release: The Request for Release submitted by the Master Servicer to the Trustee, substantially in the form of Exhibit J.
Residual Certificates: As specified in the Preliminary Statement.
Residual Interest: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.
Responsible Officer: When used with respect to the Trustee, any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers 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 and who shall have direct responsibility for the administration of this Agreement.
Responsible Party: Long Beach Mortgage Company, a Delaware corporation, and its successors in interest.
Rule 144A Letter: As defined in Section 5.02(b).
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 which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Subordinated Certificates and (ii) the Overcollateralized Amount (in each case after taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.
Senior Specified Enhancement Percentage: As of any date of determination, 75.90%.
Servicing Advances: The reasonable “out-of-pocket” costs and expenses (including legal fees and expenses) incurred prior to, on, or after the Cut-off Date by the Master Servicer in the performance of its servicing obligations in connection with a default, delinquency or other unanticipated event or where reimbursement is otherwise permitted in accordance with any of the terms of this Agreement, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property and (iv) the performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15 (including the cost of obtaining any broker’s price opinion pursuant thereto). The Master Servicer shall not be required to make any Nonrecoverable Servicing Advances.
Servicing Criteria: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.
Servicing Fee: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment In Full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Subservicer as its servicing compensation.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per annum.
Servicing File: With respect to each Mortgage Loan, the file retained by the Master Servicer consisting of originals or copies of all documents in the Mortgage File which are not delivered to the Trustee in the Custodial File and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.
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.
Servicing Transfer Costs: All reasonable out-of-pocket costs and expenses incurred by the Trustee in connection with the transfer of servicing from a terminated Master Servicer, including, without limitation, any such costs or 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 any successor Master Servicer appointed pursuant to Section 7.02) to service the Mortgage Loans properly and effectively.
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, two months or more past due (without giving effect to any grace period), each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy.
Specified Overcollateralized Amount: Prior to the Stepdown Date, an amount equal to 7.90% of the Cut-off Date Pool Principal Balance. On and after the Stepdown Date, an amount equal to 15.80% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, subject, until the Class Certificate Balance of each Class of Offered Certificates has been reduced to zero, to a minimum amount equal to the Overcollateralization Floor; provided, however, that if, on any Distribution Date, a Trigger Event has occurred, the Specified Overcollateralized Amount shall not be reduced to the applicable percentage of the then current aggregate Stated Principal Balance of the Mortgage Loans until the Distribution Date on which a Trigger Event is no longer occurring.
Standard & Poor’s: Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in interest. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Standard & Poor’s shall be Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Surveillance Group – GSAMP Trust 2006-S1, or such other address as Standard & Poor’s may hereafter furnish to the Depositor, the Master Servicer and the Trustee.
Standard & Poor’s Glossary: Version 5.6 of the Standard & Poor’s LEVELS® Glossary.
Start-up Day: As defined in Section 2.06.
Stated Principal Balance: As to each Mortgage Loan and as of any date of determination, (i) the principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, minus (ii) all amounts previously remitted to the Trustee with respect to the related Mortgage Loan representing payments or recoveries of principal including advances in respect of scheduled payments of principal. For purposes of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will give effect to any scheduled payments of principal received by the Master Servicer on or prior to the related Determination Date or advanced by the Master Servicer for the related Remittance Date and any unscheduled principal payments and other unscheduled principal collections received during the related Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that has prepaid in full or has become a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.
Stepdown Date: The earlier to occur of (a) the date on which the aggregate Class Certificate Balance of the Class A Certificates has been reduced to zero, and (b) the later to occur of (i) the Distribution Date in February 2009, and (ii) the first Distribution Date on which the Senior Enhancement Percentage is greater than or equal to the Senior Specified Enhancement Percentage.
Subordinated Certificates: As specified in the Preliminary Statement.
Subsequent Recoveries: Amounts received with respect to any Liquidated Mortgage Loan after it has become a Liquidated Mortgage Loan and, in the case of a Charged Off Loan, prior to such Liquidated Mortgage Loan becoming a Released Loan.
Subservicer: As defined in Section 3.02(a).
Subservicing Account: As defined in Section 3.08.
Subservicing Agreements: As defined in Section 3.02(a).
Substitute Mortgage Loan: A Qualified Substitute Mortgage Loan as that term is defined in the Representations and Warranties Agreement.
Substitution Adjustment Amount: Any amount to be paid in connection with a Substitute Mortgage Loan pursuant to the fourth full paragraph of Section 3 of the Representations and Warranties Agreement, and any additional amounts required to be paid by the Purchaser in connection with such a substitution. Any such Substitution Adjustment Amount received by the Depositor shall be forwarded to the Trustee for deposit in the Distribution Account.
Telerate Page 3750: The display page currently so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for displaying comparable rates or prices).
Termination Price: As defined in Section 9.01.
30 Day Delinquency: The failure of the Mortgagor to make any Scheduled Payment due under the Mortgage Note on or prior to the date which is 30 days after such payment’s Due Date.
Total Monthly Excess Spread: As to any Distribution Date, an amount equal to the excess if any, of (i) the interest collected on the Mortgage Loans received by the Master Servicer on or prior to the related Determination Date or advanced by the Master Servicer for the related Remittance Date (net of Expense Fees) over (ii) the sum of amounts payable to the Offered Certificates and Class B-2 Certificates on such Distribution Date pursuant to Section 4.02(a)(i).
Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: With respect to any Distribution Date, a Trigger Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling three month average of the aggregate unpaid principal balance of 60+ Day Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balance of the Mortgage Loans as of the last day of the related Due Period, equals or exceeds 25.00% of the Senior Enhancement Percentage as of the last day of the prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable percentages set forth below with respect to such Distribution Date:
Distribution Date Occurring In |
Loss Percentage |
February 2008 through January 2009 |
2.75% for the first month, plus an additional 1/12th of 3.45% for each month thereafter |
February 2009 through January 2010 |
6.20% for the first month, plus an additional 1/12th of 3.45% for each month thereafter |
February 2010 through January 2011 |
9.65% for the first month, plus an additional 1/12th of 2.75% for each month thereafter |
February 2011 through January 2012 |
12.40% for the first month, plus an additional 1/12th of 1.35% for each month thereafter |
February 2012 and thereafter |
13.75% |
Trust: The express trust created hereunder in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting of (i) the Mortgage Loans and all interest and principal received on or with respect thereto after the related Cut-off Date, other than such amounts which were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the Collection Account, the Excess Reserve Fund Account, the Distribution 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 Purchase Agreement (solely insofar
as the Purchase Agreement relates to the Mortgage Loans); (v) the Depositor’s rights under the Representations and Warranties Agreement; and (vi) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.
Trust REMIC: Either REMIC I or REMIC II, as applicable.
Trustee: Deutsche Bank National Trust Company, and its successors in interest and, if a successor trustee is appointed hereunder, such successor.
Trustee Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the related Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the preceding Distribution Date (or as of the Closing Date in the case of the first Distribution Date) or, in the event of any payment of interest which accompanies a Principal Prepayment in Full made by the Mortgagor, interest at the Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period covered by such payment of interest.
Trustee Fee Rate: With respect to each Mortgage Loan, 0.0050% per annum.
Trustee Float Period: With respect to any Distribution Date and the related amounts in the Distribution Account, the period commencing on the Business Day immediately preceding such Distribution Date and ending on such Distribution Date.
U.S. Person: (i) A citizen or resident of the United States; (ii) a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any State thereof, including, for this purpose, the District of Columbia; (iii) a partnership (or entity treated as a partnership for tax purposes) organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations); (iv) an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or (v) 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 U.S. Persons have authority to control all substantial decisions of the trust. Notwithstanding the last clause of the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as U.S. Persons prior to such date, may elect to continue to be U.S. Persons.
Uncertificated Balance: The amount of the REMIC I Regular Interests outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC I Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of the REMIC I Regular Interest shall be reduced by all distributions of principal made on such REMIC I Regular Interest on such Distribution Date pursuant to Section 4.06 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.05 and the Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by interest deferrals as provided in Section 4.06. The Uncertificated Balance of each REMIC I Regular Interest shall never be less than zero.
Uncertificated Interest: With respect to any REMIC I Regular Interest for any Distribution Date, one month’s interest at the REMIC I Remittance Rate applicable to such REMIC I Regular Interest for such Distribution Date, accrued on the Uncertificated Balance thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of the REMIC I Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC I Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 3.25 of this Agreement and (b) the aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each case, to such REMIC I Regular Interest pursuant to Section 4.02. In addition, Uncertificated Interest with respect to each Distribution Date, as to any Uncertificated REMIC Regular Interest, shall be reduced by Realized Losses, if any, allocated to such Uncertificated REMIC Regular Interest pursuant to Section 4.05.
Underwriters’ Exemption: Any exemption listed in footnote 1 of, and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), or any successor exemption.
Underwriting Guidelines: The underwriting guidelines as described in the Purchase Agreement.
Unpaid Interest Amounts: As of any Distribution Date and any Class of Certificates, the sum of (a) the portion of the Accrued Certificate Interest Distribution Amount from prior Distribution Dates remaining unpaid immediately prior to the current Distribution Date and (b) interest on such unpaid amount in clause (a) at the applicable Pass-Through Rate (to the extent permitted by applicable law).
Value: With respect to any Mortgaged Property, the lesser of (i) the Origination Value thereof, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a refinanced Mortgage Loan, such value of the Mortgaged Property is the Origination Value thereof.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to the Class X Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests), (b) 1% of all Voting Rights shall be allocated to the Class P Certificates, if any, and (c) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates (other than the Class R Certificates and Class X-1 Certificates) in proportion to the Certificate Balances of their respective Certificates on such date. The Class R Certificates and Class X-1 Certificates shall have no Voting Rights.
WAC Cap: With respect to the Mortgage Loans as of any Distribution Date, a per annum rate equal to (i) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect on the beginning of the related Due Period on the Mortgage Loans and (ii) with respect to each Class of LIBOR Certificates, multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the Interest Accrual Period related to such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I Remittance Rates on each REMIC I Regular Interest, weighted on the basis of the Uncertificated Balance of each such REMIC I Regular Interest.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund, and the Trustee, on behalf of the Trust, hereby accepts the Trust Fund.
(a) In connection with the transfer and assignment of each Mortgage Loan, the Depositor has delivered or caused to be delivered to the Trustee for the benefit of the Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned:
(i) (A) the original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order of _________, without recourse” and signed by facsimile signature in the name of the Responsible Party, with all intervening endorsements (on the Mortgage Note or on an allonge attached thereto) showing a complete, valid and proper chain of title from the originator of such Mortgage Loan to the Responsible Party or (B) a lost note affidavit, providing indemnification to the holder thereof for any losses incurred due to the fact that the original Mortgage Note is missing, together with a copy of the Mortgage Note;
(ii) the original Mortgage, with evidence of recording thereon; provided that (x) if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Responsible Party by such recording office, the Responsible Party shall, no later than 270 days following the Closing Date, deliver to the Trustee the original of such Mortgage, with evidence of recording thereon, and (y) if such Mortgage has been lost or if such public recording office retains the original recorded Mortgage, the Responsible Party may deliver or cause to be delivered to the Trustee a photocopy of such Mortgage certified by the Responsible party or such public recording office to be a true and complete copy of the original recorded Mortgage;
(iii) the original Assignment of Mortgage, from the Responsible Party signed by original signature, in blank, which assignment shall be in form and substance acceptable for recording (except for the insertion of the name of the assignee and the recording information);
(iv) originals of all intervening assignments of Mortgage, with evidence of recording thereon, showing a complete chain of title from the originator to the Responsible Party; provided that (x) if any original intervening assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Responsible Party by such recording office, the Responsible Party shall, no later than
270 days following the Closing Date, deliver to the Trustee the original of such intervening assignment of Mortgage, with evidence of recording thereon, and (y) if such intervening assignment of Mortgage has been lost or if such public recording office retains the original recorded intervening assignment of Mortgage, the Responsible Party may deliver or cause to be delivered to the Trustee a photocopy of such intervening assignment of Mortgage certified by the Responsible Party or such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage;
(v) originals of all assumption and modification agreements, if any, unless such originals are unavailable (in which event the Responsible Party shall deliver to the Trustee a photocopy of each such original, certified by the Responsible Party to be a true and complete copy of the original);
(vi) the policy of title insurance; provided that if the related title insurer has not issued or delivered the final policy of title insurance to the Responsible Party, the Responsible Party shall (x) provide an original or copy of the related preliminary title commitment, and (y) no later than 270 days following the Closing Date, deliver to the Trustee the related policy of title insurance; and
(vii) the original or a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; provided that (x) if the original power of attorney has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Responsible Party by such recording office, the Responsible Party shall, no later than 270 days following the Closing Date, deliver to the Trustee the original of such power of attorney, with evidence of recording thereon, or a photocopy of such power of attorney certified by the Responsible Party or such public recording office to be a true and complete copy of the original recorded power of attorney.
The Depositor shall use reasonable efforts to assist the Trustee in enforcing the obligations of the Responsible Party under the Purchase Agreement and the obligations of the Purchaser under the Representations and Warranties Agreement.
Each Mortgage Loan for which a Mortgage Note is missing shall be evidenced by a lost note affidavit as of the Closing Date.
The Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the Trustee the applicable recorded document promptly upon receipt from the respective recording office but in no event later than 270 days from the Closing Date. If any original Mortgage or intervening assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the related Mortgaged Property is located and such recording office retains such original document, or if an original Mortgage or intervening assignment of Mortgage has been lost, then the Depositor shall cause the Responsible Party to deliver to the Trustee in lieu of such original document a photocopy certified by the Responsible Party or such recording office to be a true and correct copy of such
original. Notwithstanding the foregoing, each of the Depositor and the Responsible Party shall not be deemed to be in breach of this Agreement if the Depositor fails to cause the Responsible Party to deliver to the Trustee within 270 days of the Closing Date any of the documents described in this Section 2.01(b) and the Responsible Party provides evidence to the Trustee that such failure is due solely to the failure of the applicable recorder’s officer to return a document properly submitted for recording or is due solely to the failure of the applicable title insurer to issue or return the related policy of title insurance, unless the Responsible Party fails to deliver such documents within 365 days from the related Closing Date.
The Depositor shall use reasonable efforts to cause the Responsible Party to forward, with respect to the Mortgage Loans, to the Trustee additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Responsible Party in accordance with the terms of the Purchase Agreement. All such mortgage documents held by the Trustee as to each Mortgage Loan shall constitute the “Custodial File.”
On or prior to the Closing Date, the Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the Trustee Assignments of Mortgages, in blank, for each applicable Mortgage Loan. The Responsible Party shall cause the Assignments of Mortgage with completed recording information to be provided to the Master Servicer in a reasonably acceptable manner. No later than thirty (30) Business Days following the later of the Closing Date and the date of receipt by the Master Servicer of the fully completed Assignments of Mortgages in recordable form, the Master Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Responsible Party, at no expense to the Trust Fund or the Trustee in the appropriate public office for real property records, each Assignment of Mortgage referred to in Section 2.01(b)(iv). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and each Rating Agency has received an opinion of counsel, satisfactory in form and substance to the Trustee and each Rating Agency, to the effect that the recordation of such Assignments of Mortgage in any specific jurisdiction is not necessary to protect the Trustee’s interest in the related Mortgage Note. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned by the Responsible Party at the Responsible Party’s expense to “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement dated as of January 1, 2006, GSAMP Trust 2006-S1.” In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Responsible Party shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded at the expense of the Responsible Party.
On or prior to the Closing Date, the Depositor shall deliver to the Trustee and the Master Servicer a copy of the Data Tape Information in electronic, machine readable medium in a form mutually acceptable to the Depositor, the Master Servicer and the Trustee. Within ten (10) Business Days of the Closing Date, the Depositor shall deliver a copy of the complete Mortgage Loan Schedule to the Trustee and the Master Servicer.
(b) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be
known, for convenience, as “GSAMP Trust 2006-S1” and Deutsche Bank National Trust Company is hereby appointed as Trustee in accordance with the provisions of this Agreement. The parties hereto acknowledge and agree that it is the policy and intention of the Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement.
(c) The Trust shall have the capacity, power and authority, and the Trustee on behalf of the Trust is hereby authorized, to accept the sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Depositor in and to the Trust Fund (including, without limitation, the Mortgage Loans, the Purchase Agreement and the Representations and Warranties Agreement) pursuant to Section 2.01(a).
Section 2.02 Acceptance by the Trustee of the Mortgage Loans. The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California unless otherwise permitted by the Rating Agencies.
Prior to and as a condition to the Closing, the Trustee shall deliver via facsimile (with original to follow the next Business Day) to the Depositor and the Master Servicer an Initial Certification prior to the Closing Date, or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File.
On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver to the Depositor and the Master Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Master Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (12) of the Mortgage Loan Schedule and items (1), (2) and (12) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File.
The Trustee shall retain possession and custody of each Custodial File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such
other documents or instruments constituting the Custodial File as come into the possession of the Master Servicer from time to time.
Section 2.03 Representations, Warranties and Covenants of the Responsible Party and the Master Servicer. (a) The Master Servicer hereby makes the representations and warranties set forth in Schedule II hereto to the Depositor and the Trustee as of the Closing Date.
(a) Pursuant to Section 6.1(c)(iii) of the Purchase Agreement, the Responsible Party hereby represents and warrants to the Master Servicer, the Depositor and the Trustee, that the representations and warranties set forth in Section 3.1 of the Purchase Agreement were true and correct as of the Original Sale Date.
(b) The Responsible Party hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Master Servicer and the Trustee as of the Closing Date.
(c) It is understood and agreed by the Master Servicer and the Responsible Party that the representations and warranties set forth in this Section 2.03 shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure to the benefit of the Depositor, and the Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by any of the Responsible Party, the Depositor, the Trustee, or the Master Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.
(d) The Responsible Party hereby acknowledges and agrees that the remedies available to the Depositor, the Master Servicer and the Trustee in connection with any breach of the representations and warranties made by the Responsible Party set forth in Subsections (b) and (c) hereof shall be as set forth in Section 3.3 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein) and such remedies shall be enforceable directly by the Depositor, the Master Servicer and the Trustee directly under this Agreement.
(e) In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03 or Section 2.08, the Master Servicer shall, based on information provided by the Responsible Party or the Purchaser, as applicable, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Mortgage Loan (a “Deleted Mortgage Loan”) or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In connection with any substitution by the Purchaser of a Mortgage Loan pursuant to this Section 2.03 or Section 2.08, the Master Servicer shall, based on information provided by the Purchaser, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution by the Purchaser of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. The Depositor shall have no liability with respect to the information provided by the Purchaser related to any Substitute Mortgage Loan. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Purchaser shall be deemed to have made with respect to
such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to the Representations and Warranties Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Purchaser and shall execute and deliver at the Purchaser’s direction such instruments of transfer or assignment prepared by the Purchaser, in each case without recourse, as shall be necessary to vest title in the Purchaser, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
(f) For any month in which the Purchaser substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Depositor will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution), and the Depositor shall notify the Master Servicer and the Trustee of such amount. The Depositor shall use reasonable efforts to cause the amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans to be deposited into the Collection Account by the Purchaser on or before the next Remittance Date.
(g) In the event that a Mortgage Loan shall have been repurchased (i) pursuant to the Representations and Warranties Agreement, the Repurchase Price thereof shall be remitted by the Depositor to the Master Servicer for deposit in the Collection Account, or (ii) the Purchase Agreement, the Repurchase Price thereof shall be deposited in the Collection Account by the Master Servicer, in either case pursuant to Section 3.10 on or before the next Remittance Date and upon such deposit of the Repurchase Price, and receipt of a Request for Release in the form of Exhibit J hereto, the Trustee shall release the related Custodial File held for the benefit of the Certificateholders to such Person as directed by the Master Servicer, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing, together with any related indemnification obligations, shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the Master Servicer or the Trustee on their behalf.
The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Custodial Files to the Trustee for the benefit of the Certificateholders.
Section 2.04 [RESERVED].
Section 2.05 Execution and Delivery of Certificates. The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and
assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly 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.
Section 2.06 REMIC Matters. The Preliminary Statement sets forth the designations for federal income tax purposes of all interests created hereby. The “Start-up Day” for purposes of the REMIC Provisions shall be the Closing Date. The “latest possible maturity date” is the Distribution Date in November 2035, which is the Distribution Date following the latest Mortgage Loan maturity date.
Section 2.07 Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee, the Master Servicer and the Responsible Party that as of the date of this Agreement or as of such date specifically provided herein:
(a) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) The Depositor has the corporate power and authority to convey the Mortgage Loans and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Master Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the
Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans;
(f) There are no actions, suits or proceedings before or against or investigations of, the Depositor pending, or to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal, and no notice of any such action, which, in the Depositor’s reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations under this Agreement, or the validity or enforceability of this Agreement;
(g) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder; and
(h) Immediately prior to the transfer and assignment by the Depositor to the Trustee on the Closing Date, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The transfer of each Mortgage Note and each Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the security interest referred to in Section 10.04, and
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.07 shall survive delivery of the respective Custodial Files to the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee.
Section 2.08 Enforcement of Purchaser and Responsible Party Obligations. Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Purchaser pursuant to the Representations and Warranties Agreement, or by the Responsible Party pursuant to this Agreement, the party discovering such breach shall give prompt written notice thereof to the other parties to this Agreement and the Purchaser or the Responsible Party, as applicable. The Trustee shall take such action with respect to such breach under the Representations and Warranties Agreement or this Agreement, as applicable, as may be required or permitted hereunder to enforce the rights of the Trust with respect thereto. In addition, the Trustee shall enforce the obligations of the Responsible Party to repurchase any Mortgage Loan in accordance with the provisions set forth in Section 3.3(g) of the Purchase Agreement.
Section 2.09 Purposes and Powers of the Trust.The purpose of the common law trust, as created hereunder, is to engage in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certifricates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. The Trustee shall not cause the trust to engage in any activity other than in connection with the foregoing and as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.09 may not be amended, without the consent of the Certificateholders evidencing 51% or more of the aggregate Voting Rights of the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Service Mortgage Loans. (a) For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and in accordance with the respective Mortgage Loans and, to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans and giving due consideration to the related First Lien Mortgage Loan.
Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with Accepted Servicing Practices, to execute and deliver 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 related Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and in the name of the Trust. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.16, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Subservicer such documents as are necessary or appropriate to enable the Master Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Master Servicer and each Subservicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee shall execute a power of attorney in the form attached hereto as Exhibit Q in favor of the Master Servicer and/or each Subservicer for the purposes described herein to the extent necessary or desirable to enable the Master Servicer to perform its duties hereunder. The Trustee shall not be liable for the actions of the Master Servicer or any Subservicers under such powers of attorney. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank National Trust Company, then the Master Servicer shall promptly forward a copy of same to the Trustee unless the notice of said suit, litigation or proceeding was provided by the Trustee to the Master Servicer.
(a) In accordance with the standards of the preceding paragraph, the Master Servicer on escrowed accounts shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties
(to the extent the Master Servicer has received reasonable timely notice that such taxes or assessments have not been paid by the related Mortgagor or the owner or the servicer of the related First Lien Mortgage Loan), which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to the Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, however, the Master Servicer need not make any future advances with respect to a Mortgage Loan if the Master Servicer makes a good faith determination that such advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.
(b) The Master Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan (except for (A) a reduction of interest or principal payments resulting from the application of the Servicemembers Civil Relief Act or any similar state statutes or (B) as provided in Section 3.07, if the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause either Trust REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the start-up day” under the REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any Prepayment Premiums.
(c) The Master Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Master Servicer from the responsibilities or liabilities arising under this Agreement.
(d) If the Mortgage relating to a Mortgage Loan had a related First Lien Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the related First Lien Mortgage Loan, provided that such refinancing is consistent with the Master Servicer’s standard subordination underwriting guidelines.
Section 3.02 Subservicing Agreements between the Master Servicer and Subservicers. (a) The Master Servicer may enter into subservicing agreements with subservicers (each, a “Subservicer”), for the servicing and administration of the Mortgage Loans (“Subservicing Agreements”).
(a) Each Subservicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a mortgage loan originator by
the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Subservicing Agreement must impose on the Subservicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Depositor copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments. That certain Subservicing Agreement by and between the Master Servicer and Washington Mutual Bank dated April 9, 2001 is hereby acknowledged as being permitted under this Agreement and meeting the requirements applicable to Subservicing Agreements set forth in this Agreement.
(b) As part of its servicing activities hereunder, the Master Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, shall enforce the obligations of each Subservicer under the related Subservicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.
Section 3.03 Successor Subservicers. The Master Servicer shall be entitled to terminate any Subservicing Agreement and the rights and obligations of any Subservicer pursuant to any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement. In the event of termination of any Subservicer, all servicing obligations of such Subservicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Subservicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Subservicing Agreement with a successor Subservicer which qualifies under Section 3.02.
Any Subservicing Agreement shall include the provision that such agreement may be immediately terminated by the Depositor or the Trustee without fee, in accordance with the terms of this Agreement, in the event that the Master Servicer shall, for any reason, no longer be the Master Servicer (including termination due to an Event of Default).
Section 3.04 Liability of the Master Servicer. Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Master Servicer by such Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05 No Contractual Relationship between Subservicers and the Trustee. Any Subservicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such shall be deemed to be between the Subservicer and the Master Servicer alone, and the Trustee (or any successor Servicer) shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer except as set forth in Section 3.06. The Master Servicer shall be solely liable for all fees owed by it to any Subservicer, irrespective of whether the Master Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee. In the event the Master Servicer at any time shall for any reason no longer be the Master Servicer (including by reason of the occurrence of an Event of Default), the Trustee, or its designee, or the successor Master Servicer if the successor Master Servicer is not the Trustee, shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that the Master Servicer may have entered into, with copies thereof provided to the Trustee prior to the Trustee assuming such rights and obligations, unless the Trustee elects to terminate any Subservicing Agreement in accordance with its terms as provided in Section 3.03.
Upon such assumption, the Trustee, its designee or the successor servicer shall be deemed, subject to Section 3.03, to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Subservicing Agreement to which the predecessor Master Servicer was a party to the same extent as if each Subservicing Agreement had been assigned to the assuming party, except that (i) the Master Servicer shall not thereby be relieved of any liability or obligations under any Subservicing Agreement that arose before it ceased to be the Master Servicer and (ii) none of the Depositor, the Trustee, their designees or any successor to the Master Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master Servicer.
The Master Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced by it and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments. (a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account giving due consideration to the related First Lien Mortgage Loan. Consistent with the foregoing and Accepted Servicing Practices, the Master Servicer may (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Scheduled Payments due on a Mortgage Note for a period of not greater than 180 days; provided, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension to the extent required by Section 4.01 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, subject to Section 4.01(d) pursuant to which the Master Servicer shall not be required to make any such advances that are Nonrecoverable P&I Advances. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Interest Rate, forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment Premium), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “Forbearance”); provided, however, that the Master Servicer’s approval of a modification of a Due Date shall not be considered a modification for purposes of this sentence. The Master Servicer’s analysis supporting any Forbearance and the conclusion that any Forbearance meets the standards of Section 3.01 shall be reflected in writing in the applicable Servicing File or on the Master Servicer’s servicing records. In addition, notwithstanding the foregoing, the Master Servicer may also waive (or permit a Subservicer to waive), in whole or in part, a Prepayment Premium if such waiver would, in the Master Servicer’s judgment, maximize recoveries on the related Mortgage Loan or if such Prepayment Premium is (i) not permitted to be collected by applicable law, or the collection thereof would be considered “predatory” pursuant to written guidance published by any applicable federal, state or local regulatory authority having jurisdiction over such matters, or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment. If a Prepayment Premium is waived other than as permitted in this Section 3.07(a), then the Master Servicer is required to pay the
amount of such waived Prepayment Premium, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account together with and at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Collection Account; provided, however, that the Master Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Premium if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Mortgage Loan Schedule in effect at such time.
(a) The Master Servicer shall give notice to the Trustee, each Rating Agency and the Depositor of any proposed change of the location of the Collection Account within a reasonable period of time prior to any change thereof.
Section 3.08 Subservicing Accounts. In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Subservicer will be required to establish and maintain one or more accounts (collectively, the “Subservicing Account”). The Subservicing Account shall be an Eligible Account and shall otherwise be acceptable to the Master Servicer. The Subservicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Subservicer’s receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less its servicing compensation to the extent permitted by the Subservicing Agreement, and shall thereafter deposit such amounts in the Subservicing Account, in no event more than two Business Days after the deposit of such funds into the clearing account. The Subservicer shall thereafter deposit such proceeds in the Collection Account of the Master Servicer or remit such proceeds to the Master Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Subservicing Account. For purposes of this Agreement, the Master Servicer shall be deemed to have received payments on the Mortgage Loans when the Subservicer receives such payments.
Section 3.09 Reserved.
Section 3.10 Collection Account. (a) On behalf of the Trustee, the Master Servicer shall establish and maintain, or cause to be established and maintained, one or more segregated Eligible Accounts (each such account or accounts, a “Collection Account”), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Master Servicer. On behalf of the Trustee, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest (net of the Servicing Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance Proceeds and Condemnation Proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the related Mortgagor in accordance with the express requirements of law or in accordance with prudent and customary servicing practices) and all Liquidation Proceeds;
(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;
(v) any amounts required to be deposited by the Master Servicer pursuant to the second paragraph of Section 3.13(a) in respect of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with this Agreement; and
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(vii) |
all Prepayment Premiums collected by the Master Servicer. |
The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, any payments in the nature of late payment charges, NSF fees, reconveyance fees, assumption fees and other similar fees and charges need not be deposited by the Master Servicer in the Collection Account and shall, upon collection, belong to the Master Servicer as additional compensation for its servicing activities. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
(b) Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Master Servicer shall give notice to the Trustee and the Depositor of the location of the Collection Account maintained by it when established and prior to any change thereof.
Section 3.11 Withdrawals from the Collection Account. (a) The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.01:
(i) on or prior to the Remittance Date, to remit to the Trustee (A) the Trustee Fee with respect to such Distribution Date and (B) all Available Funds in respect of the related Distribution Date together with all amounts representing Prepayment Premiums from the Mortgage Loans received during the related Prepayment Period;
(ii) to reimburse the Master Servicer for P&I Advances, but only to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Scheduled Payments on Mortgage Loans with respect to which such P&I Advances were made in accordance with the provisions of Section 4.01;
(iii) to pay the Master Servicer or any Subservicer (A) any unpaid Servicing Fees (including such unpaid Servicing Fees as provided in Section 3.15) or (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan serviced by the Master Servicer, but only to the extent of any Late Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or other amounts as may be collected by the Master Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan (or the related REO Property);
(iv) to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee) on the Remittance Date any interest or investment income earned on funds deposited in the Collection Account;
(v) to pay the Responsible Party or the Purchaser, as applicable, with respect to each Mortgage Loan that has previously been repurchased or replaced pursuant to this Agreement all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse the Master Servicer for (A) any P&I Advance or Servicing Advance previously made which the Master Servicer has determined to be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in accordance with the provisions of Section 4.01 and (B) any unpaid Servicing Fees to the extent not recoverable from Liquidation Proceeds, Insurance Proceeds or other amounts received with respect to the related Mortgage Loan under Section 3.11(a)(iii);
(vii) to pay, or to reimburse the Master Servicer for advances in respect of, expenses incurred in connection with any Mortgage Loan serviced by the Master Servicer pursuant to Section 3.15;
(viii) to reimburse the Master Servicer, the Depositor or the Trustee for expenses incurred by or reimbursable to the Master Servicer, the Depositor or the Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or Section 8.05;
(ix) to reimburse the Master Servicer or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the repurchase obligation under Section 2.03 of this Agreement that were included in the Repurchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the repurchase obligation, to the extent not otherwise paid pursuant to the terms hereof;
(x) to withdraw any amounts deposited in the Collection Account in error or for which amounts previously deposited are returned due to a “not sufficient funds” or other denial of payment by the related Mortgagor’s banking institution;
(xi) to withdraw any amounts held in the Collection Account and not required to be remitted to the Trustee on the Remittance Date occurring in the month in which such amounts are deposited into the Collection Account;
(xii) to invest funds in Permitted Investments in accordance with Section 3.12; and
(xiii) to clear and terminate the Collection Account upon termination of this Agreement.
To the extent that the Master Servicer does not timely make the remittance referred to in clause (i) above, the Master Servicer shall pay the Trustee for the account of the Trustee interest on any amount not timely remitted at the prime rate, from and including the applicable Remittance Date to but excluding the date such remittance is actually made.
(b) 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 Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (a)(ii), (iii), (v), (vi), (vii), (viii) and (ix) above. The Master Servicer shall provide written notification to the Depositor, on or prior to the next succeeding Remittance Date, upon making any withdrawals to reimburse itself from the related Collection Account pursuant to subclause (a)(viii) above.
Section 3.12 Investment of Funds in the Collection Account and the Distribution Account. (a) The Master Servicer may invest the funds in the Collection Account and the Trustee may invest funds in the Distribution Account during the Trustee Float Period, and shall (except during the Trustee Float Period), invest such funds in the Distribution Account at the direction of the Depositor (for purposes of this Section 3.12, each of the Collection Account and the Distribution Accounts are referred to as an “Investment Account”), in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day on which such funds are required to be withdrawn from such account pursuant to this Agreement (except for investments made at the Depositor’s direction, which shall mature no later than the Business Day immediately preceding the date of required withdrawal). All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any income and gain realized thereon in any Account other than the Distribution Account during the Trustee Float Period) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee may:
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(x) |
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and |
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(y) |
demand payment of all amounts due thereunder that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account. |
(a) All income and gain realized from the investment of funds deposited in the Collection Account held by or on behalf of the Master Servicer, shall be for the benefit of the Master Servicer and shall be subject to its withdrawal in the manner set forth in Section 3.11. Any other benefit derived from the Collection Account associated with the receipt, disbursement and accumulation of principal, interest, hazard insurance, mortgage blanket insurance, and like sources, shall accrue to the benefit of the Master Servicer, except that the Master Servicer shall not realize any economic benefit from any forced charging of services except as permitted by applicable law. The Master Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.
(b) All income and gain realized from the investment of funds deposited in the Distribution Account held by the Trustee, shall be for the benefit of the Depositor (except for any income or gain realized from the investment of funds on deposit in the Distribution Account during the Trustee Float Period, which shall be for the benefit of the Trustee). The Depositor shall deposit in the Distribution Account (except with respect to the Trustee Float Period, in which case the Trustee shall deposit) the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.
(c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
(d) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments.
(e) The Trustee shall not be liable for the amount of any loss incurred with respect of any investment (except that during the Trustee Float Period, it will be responsible for reimbursing the Trust for such loss) or lack of investment of funds held in any Investment Account or the Distribution Account if made in accordance with this Section 3.12.
Section 3.13 Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage. (a) The Master Servicer shall obtain and maintain a blanket policy insuring against losses arising from fire and hazards on all of the Mortgage Loans, which policy shall provide coverage in an amount which is at least equal to the least of (i) the outstanding principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis, (iii) the
maximum insurable value of the improvements which are a part of such Mortgaged Property, and (iv) the amount determined by applicable federal or state law, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. Any amounts to be collected by the Master Servicer under any such policy (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and amounts required to be paid to the holder of the related First Lien Mortgage Loan) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11.
In the event that 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 or REO Property a standard hazard insurance policy and there shall have been one or more losses which would have been covered by such policy, the Master Servicer shall deposit to the Collection Account from its own funds the amount that is not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, and the Trustee claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
(a) The Master Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer or any of its Affiliates has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer or any of its Affiliates has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall provide the Trustee upon request with copies of any such insurance policies and fidelity bond. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. The Master Servicer shall also cause each Subservicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.
Section 3.14 Enforcement of Due-on-Sale Clauses; Assumption Agreements. The Master Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Master Servicer shall not be required to take such action if, in its sole business judgment, the Master Servicer believes it is not in the best interests of the Trust Fund (for example, when
the collections and other recoveries in respect of such Mortgage Loan could reasonably be expected to be maximized if the Mortgage Loan were not accelerated) and shall not exercise any such rights if prohibited by law from doing so. If the Master Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Master Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note, and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Master Servicer is also authorized 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 the Mortgagor and becomes liable under the Mortgage Note; provided, that no such substitution shall be effective unless such person satisfies the underwriting criteria of the Master Servicer and has a credit risk rating at least equal to that of the original Mortgagor. In connection with any assumption, modification or substitution, the Master Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy, or a new policy meeting the requirements of this Section is obtained. Any fee collected by the Master Servicer in respect of an assumption, modification or substitution of liability agreement will be retained by the Master Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Interest Rate and the amount of the Scheduled Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof or as otherwise permitted by this Agreement. The Master Servicer shall notify the Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution, modification or assumption agreement, which document 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.
Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Master Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.14, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 3.15 Realization upon Defaulted Mortgage Loans. (a) The Master Servicer shall use its commercially reasonable efforts, consistent with Accepted Servicing Practices, to foreclose upon or otherwise comparably convert (which may include an acquisition of REO Property) 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 pursuant to Section 3.07, and which are not released from this
Agreement pursuant to any other provision hereof. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage from an uninsured cause, the Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its sole discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan, after reimbursement to itself for such expenses. The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses shall constitute and be recoverable as Servicing Advances by the Master Servicer, as contemplated in Section 3.11.
In the event that the related First Lien Mortgage Loan is not being serviced by the Master Servicer, the Master Servicer shall have no liability for any losses resulting from a foreclosure on a Mortgage Loan in connection with the foreclosure on the related First Lien Mortgage Loan where the Master Servicer did not receive notice or otherwise had no actual knowledge regarding such foreclosure on the related First Lien Mortgage Loan; provided, however, if the Master Servicer is either notified or has actual knowledge that any holder of a First Lien Mortgage Loan intends to accelerate the obligations secured by the First Lien Mortgage Loan, or that any such holder intends to declare a default under the mortgage or promissory note secured thereby, or has filed or intends to file an election to have the related Mortgaged Property sold or foreclosed, the Master Servicer shall take, on behalf of the Trust, all actions necessary to protect the interests of the Trust as consistent with Accepted Servicing Practices and the REMIC Provisions. The Master Servicer shall not be required to make a Servicing Advance pursuant to Section 4.01 with respect thereto except to the extent that it determines in its reasonable good faith judgment that such advance would be recoverable from Liquidation Proceeds on the related Mortgage Loan and in no event in an amount that is greater than the then outstanding principal balance of the related Mortgage Loan. The Master Servicer shall thereafter take such action as is reasonably necessary to recover any amount so advanced and to otherwise reimburse itself as a Servicing Advance from the Collection Account pursuant to Section 3.11.
The proceeds of any Liquidation Event or REO Disposition, as well as any recovery resulting from a partial collection of Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds or any income from an REO Property, will be applied in the following order of priority: first, to reimburse the Master Servicer or any Subservicer for any related unreimbursed Servicing Advances, pursuant to Section 3.11 or 3.17; second, to reimburse the Master Servicer for any related xxxxxxxxxxxx X&X Advances, pursuant to Section 3.11; third, to accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage Interest Rate, to the date of the liquidation or REO Disposition, or to the Due Date prior to the Remittance Date on which such amounts are to be distributed if not in connection with a Liquidation Event or REO Disposition; and fourth, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than a full recovery thereof, that amount will be allocated as follows: first, to unpaid Servicing Fees; and second, as interest at the Mortgage Interest Rate (net of the Servicing Fee Rate). The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions of any recovery so allocated to interest at the Mortgage Interest Rate (net of the Servicing Fee Rate) and to principal of the Mortgage Loan shall be applied as follows: first, to reimburse the Master Servicer or any Subservicer for any related unreimbursed Servicing Advances and P&I Advances in accordance with Section 3.11 or
3.17, and second, to the Trustee in accordance with the provisions of Section 4.02, subject to the last paragraph of Section 3.17 with respect to certain excess recoveries from an REO Disposition.
(a) Notwithstanding anything to the contrary contained in this Agreement, with respect to any Mortgage Loan that is 180 days delinquent, the Master Servicer shall charge off such delinquent Mortgage Loan. Once a Mortgage Loan has been charged off, the Master Servicer will discontinue making P&I Advances, the Master Servicer will not be entitled to any additional servicing compensation and the Charged Off Loan will give rise to a Realized Loss. Any such Charged Off Loan will be released from the Trust Fund (a “Released Loan”), will no longer be an asset of any REMIC, and will be transferred to the Class X-1 Certificateholders, without recourse, and thereafter (i) the Class X-1 Certificateholder will be entitled to any amounts subsequently received in respect of any such Released Loans, (ii) the Class X-1 Certificateholder may designate any servicer to service any such Released Loan and (iii) the Class X-1 Certificateholder may sell any such Released Loan to a third party. Once a Mortgage Loan is charged off pursuant to this Section 3.15(b), the Master Servicer shall not be obligated to service such Mortgage Loan. The Master Servicer may cease any collection efforts with respect to such Mortgage Loan, and statements of account may no longer be sent to such Mortgagor. The Master Servicer shall write off each charged off Mortgage Loan as bad debt.
(b) Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Master Servicer has received actual notice of, or has actual knowledge of the presence of, hazardous or toxic substances or wastes on the related Mortgaged Property, the Master Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, (ii) acquire possession of, nor (iii) take any other action with respect to, such Mortgaged Property if, as a result of any such action, the Trustee would be considered to hold title to, to be a mortgagee-in-possession of, or to be an owner or operator of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer has either (x) obtained the written consent of the Trustee, or (y) previously determined, based on its reasonable judgment and a prudent report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:
(i) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the interest of the Trustee, giving due consideration to the related First Lien Mortgage Loan, to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and
(ii) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the interest of the Trustee, giving due consideration to the related First Lien Mortgage Loan, to take such actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this Section 3.15(c) shall be advanced by the Master Servicer as a Servicing Advance, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account and the Master Servicer’s right to make a judgment about whether any such advance would be a Nonrecoverable Servicing Advance.
If the Master Servicer has (i) determined that it is in the interest of the Trustee, giving due consideration to the related First Lien Mortgage Loan, to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or, giving due consideration to the related First Lien Mortgage Loan, to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, or (ii) obtained the written consent of the Trustee, in each case as described above, then the Master Servicer shall take such action as it deems to be in the interest of the Trustee (or as otherwise directed by the Trustee), giving due consideration to the related First Lien Mortgage Loan. The cost of any such compliance, containment, clean-up or remediation shall be advanced by the Master Servicer as a Servicing Advance, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account and the Master Servicer’s right to make a judgment about whether any such advance would be a Nonrecoverable Servicing Advance.
Section 3.16 Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer will promptly notify the Trustee by a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Custodial File by completing a Request for Release. Upon receipt of such certification and Request for Release, the Trustee shall promptly release the related Custodial File to the Master Servicer within three (3) Business Days. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to or reimbursed by the Collection Account.
(a) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee shall, upon request of the Master Servicer and delivery to the Trustee, of a Request for Release, release the related Custodial File to the Master Servicer, and the Trustee shall, at the direction of the Master Servicer, execute such documents provided to it as shall be necessary to the prosecution of any such proceedings and the Master Servicer shall retain the Mortgage File in trust for the benefit of the Trustee. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Custodial File to the Trustee when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or 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 Trustee 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. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Trustee to the Master Servicer or its designee. Upon receipt of a Request for Release under this Section 3.16, the Trustee shall deliver the related Custodial File to the requesting Master Servicer by overnight courier (at the Master Servicer’s expense, which expense shall be reimbursable as a Servicing Advance.
Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer any court pleadings, requests for trustee’s sale or other documents reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity, or shall execute and deliver to the Master Servicer a power of attorney sufficient to authorize the Master Servicer and/or the Subservicer to execute such documents on its behalf, provided that the Trustee shall be obligated to execute the documents identified above if necessary to enable the Master Servicer or the Subservicer to perform their respective duties hereunder or under the Subservicing Agreement. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.
Section 3.17 Title, Conservation and Disposition of REO Property. (a) This Section shall apply only to REO Properties acquired for the account of the Trustee and shall not apply to any REO Property relating to a Mortgage Loan which was purchased or repurchased from the Trustee pursuant to any provision hereof. In the event that title to any such REO Property is acquired, the Master Servicer shall cause the deed or certificate of sale to be issued in the name of the Trustee on behalf of the Certificateholders, or the Trustee’s nominee; provided that (i) neither the Master Servicer nor a Subservicer shall be such Trustee’s nominee and (ii) such Trustee’s nominee shall, upon request of the Master Servicer or the Subservicer, acknowledge in writing that such title is to be held as nominee for the Trustee.
(a) The Master Servicer shall manage, conserve, protect and operate each REO Property for the Trustee solely for the purpose of its prompt disposition and sale to the extent consistent with the interests of the holder of the related First Lien Mortgage Loan. The Master Servicer, either itself or through an agent selected by the Master Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Master Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Master Servicer deems to be in the best interest of the Trustee to the extent consistent with the interests of the holder of the related First Lien Mortgage Loan.
(b) As described in paragraph (h) below, the Master Servicer shall use its commercially reasonable efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless the Master Servicer determines, and gives an appropriate notice to the Trustee to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. The Trustee has no obligation with respect to REO Dispositions.
(c) The Master Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall deposit such funds in the Collection Account.
(d) The Master Servicer shall deposit net of reimbursement to the Master Servicer for any related outstanding Servicing Advances and unpaid Servicing Fees as provided in Section 3.11, or cause to be deposited, on a daily basis in the clearing account, and shall thereafter deposit in the Collection Account in no event more than two Business Days after the deposit of such funds into the clearing account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property and to pay the holder of the related First Lien Mortgage Loan the amounts to which such holder is entitled by the terms of such First Lien Mortgage Loan.
(e) The Master Servicer, upon an REO Disposition, shall be entitled to reimbursement for any related unreimbursed Servicing Advances as well as any unpaid Servicing Fees from proceeds received in connection with the REO Disposition, as further provided in Section 3.11.
(f) Any net proceeds from an REO Disposition which are in excess of the unpaid principal balance of the related Mortgage Loan plus all unpaid REO Imputed Interest thereon through the date of the REO Disposition shall be retained by the Master Servicer as additional servicing compensation.
(g) The Master Servicer shall sell, or cause the Subservicer to sell, in accordance with Accepted Servicing Practices, any REO Property as soon as possible, but in no event later than the conclusion of the third taxable year beginning after the year of its acquisition by the REMIC unless (i) the Master Servicer applies for an extension of such period from the Internal Revenue Service pursuant to the REMIC Provisions and Code Section 856(e)(3), in which event such REO Property shall be sold within the applicable extension period, or (ii) the Master Servicer obtains for the Trustee an Opinion of Counsel, addressed to the Depositor, the Trustee and the Master Servicer, to the effect that the holding by REMIC I of such REO Property subsequent to such period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause either Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions. The Master Servicer shall manage, conserve, protect and operate each REO Property serviced by the Master Servicer for the Trustee solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) or result in the receipt by REMIC I of any “income from non-permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under Section 860G(a)(1) of the Code.
Section 3.18 [Reserved].
Section 3.19 Access to Certain Documentation and Information Regarding the Mortgage Loans. The Master Servicer shall provide, or cause the applicable Subservicer to provide, to the Depositor, the Trustee, the OTS or the FDIC and the examiners and supervisory agents thereof, access to the documentation regarding the Mortgage Loans in its possession required by applicable regulations of the OTS. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of any such party to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of any such party to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.
Nothing in this Section 3.19 shall require the Master Servicer to collect, create, collate or otherwise generate any information that it does not generate in its usual course of business. The Master Servicer shall not be required to make copies of or to ship documents to any Person who is not a party to this Agreement, and then only if provisions have been made for the reimbursement of the costs thereof. The Master Servicer, however, may provide copies of information provided to the Trustee or Depositor to any party designated by the Depositor.
Section 3.20 Documents, Records and Funds in Possession of the Master Servicer to Be Held for the Trustee. The Master Servicer shall account fully to the Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including, but not limited to, any funds on deposit in the Collection 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 Collection Account, the Distribution 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 setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Master Servicer under this Agreement.
Section 3.21 Servicing Compensation. (a) As compensation for its activities hereunder, the Master Servicer shall, with respect to each Mortgage Loan, be entitled to retain from deposits to the Collection Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of such amounts retained by any Subservicer). In addition, the
Master Servicer shall be entitled to recover unpaid Servicing Fees out of related Late Collections and out of amounts derived from the operation and sale of an REO Property and as otherwise permitted in Section 3.11. The right to receive the Servicing Fee may not be transferred in whole or in part except as provided in Section 10.07 or in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Subservicer pursuant to a Subservicing Agreement entered into under Section 3.02.
(a) Additional servicing compensation in the form of proceeds described in Section 3.17(g), assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Premiums) shall be retained by the Master Servicer only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, as additional servicing compensation, interest or other income earned on deposits therein.
(b) Except as otherwise provided in this Agreement, the Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of premiums for any blanket policy insuring against hazard losses pursuant to Section 3.13, servicing compensation of the Subservicer to the extent not retained by it and the fees and expenses of independent accountants and any agents appointed by the Master Servicer), and shall not be entitled to reimbursement therefor except as specifically provided in Section 3.11.
Section 3.22 Annual Statement as to Compliance. The Master Servicer will deliver to the Depositor and the Trustee, not later than March 15 of each calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer 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. The Master Servicer shall deliver a similar Annual Statement of Compliance by the Subservicer, and any other subservicer to which the Master Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans, to the Depositor and the Trustee as described above as and when required with respect to the Master Servicer.
Section 3.23 Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer shall deliver to the Depositor and the Trustee on or before March 15 of each calendar year beginning in 2007, a report regarding the Master Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) A statement by the Master Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by the Master Servicer that it used the Servicing Criteria attached as Exhibit T hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master Servicer’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 it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, 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 Master Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, 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 T hereto which are indicated as applicable to the Master Servicer.
On or before March 15 of each calendar year beginning in 2007, the Master Servicer shall furnish to 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 Company, 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 the Subservicer and any other subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above.
Such Assessment of Compliance, as to the Subservicer and any other subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans, shall at a minimum address each of the Servicing Criteria specified on Exhibit T hereto which are indicated as applicable to any “primary servicer” to the extent they are applicable to such subservicer. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report with respect to itself, as and when provided above by March 15 each year, unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Fund, which shall at a
minimum address each of the Servicing Criteria specified on Exhibit T hereto which are indicated as applicable to the “trustee.”
Section 3.24 Trustee to Act as Master Servicer. (a) In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall, thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the predecessor Master Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer hereunder). Any such assumption shall be subject to Section 7.02.
(a) Every Subservicing Agreement entered into by the Master Servicer shall contain a provision giving the successor Master Servicer the option to terminate such agreement in the event a successor Master Servicer is appointed.
(b) If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default), the Trustee (or any other successor Master Servicer) may, at its option, succeed to any rights and obligations of the Master Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Trustee (or any other successor Master Servicer) shall not incur any liability or have any obligations in its capacity as successor Master Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Master Servicer thereunder; and the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession.
(c) The Master Servicer shall, upon request of the Trustee, but at the expense of the Master Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is a party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of such Subservicing Agreement to the assuming party.
Section 3.25 Compensating Interest. The Master Servicer shall remit to the Trustee on each Remittance Date an amount from its own funds equal to Compensating Interest payable by the Master Servicer for such Remittance Date.
Section 3.26 Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act. (a) With respect to each Mortgage Loan, the Master Servicer shall furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.
(a) The Master Servicer shall comply with all provisions of the Privacy Laws relating to the Mortgage Loans, the related borrowers and any “nonpublic personal information” (as defined in the Privacy Laws) received by the Master Servicer incidental to the performance of its obligations under this Agreement, including, maintaining adequate information security procedures to protect such nonpublic personal information and providing all privacy notices required by the Privacy Laws.
Section 3.27 Excess Reserve Fund Account; Distribution Account. (a) The Trustee shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class X Certificateholders, to receive any Basis Risk Payment and to pay to the LIBOR Certificateholders and the Class B-1 Certificateholders and Class B-2 Certificateholders any Basis Risk Carry Forward Amounts.
On each Distribution Date on which there exists a Basis Risk Carry Forward Amount on any Class of LIBOR Certificates, the Trustee shall (1) withdraw from the Distribution Account and deposit in the Excess Reserve Fund Account, as set forth in Section 4.02(a)(iii)(I), the lesser of the Class X Distributable Amount (to the extent remaining after the distributions specified in Sections 4.02(a)(iii)(A)-(H)) and the aggregate Basis Risk Carry Forward Amount and (2) withdraw from the Excess Reserve Fund Account amounts necessary to pay to such Class or Classes of LIBOR Certificates and the Class B-1 Certificates and Class B-2 Certificates the applicable Basis Risk Carry Forward Amounts. Such payments shall be allocated to those Classes based upon the amount of Basis Risk Carry Forward Amount owed to each such Class and shall be paid in the priority set forth in Sections 4.02(a)(iii)(J). In the event that the Class Certificate Balance of any Class of Certificates is reduced because of Applied Realized Loss Amounts, the applicable Certificateholders will not be entitled to receive Basis Risk Carry Forward Amounts on the written down amounts on such Distribution Date or any future Distribution Dates (except to the extent such Class Certificate Balance is increased as a result of any Subsequent Recoveries), even if funds are otherwise available for distribution.
The Trustee shall account for the Excess Reserve Fund Account as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not as an asset of either Trust REMIC created pursuant to this Agreement. The beneficial owners of the Excess Reserve Fund Account are the Class X Certificateholders. For all federal income tax purposes, amounts transferred by REMIC II to the Excess Reserve Fund Account shall be treated as first distributed by the Trustee to the Class X Certificateholders in respect of the Class X Interest, and then contributed by the Class X Certificateholders to the Excess Reserve Fund Account.
Any Basis Risk Carry Forward Amounts paid by the Trustee to the LIBOR Certificateholders or the Class B-1 Certificateholders and Class B-2 Certificateholders shall be accounted for by the Trustee as amounts paid first to the Holders of the Class X Certificates and then to the respective Class or Classes of LIBOR Certificates and the Class B-1 Certificateholders and Class B-2 Certificateholders. In addition, the Trustee shall account for the rights of Holders of each Class of LIBOR Certificates and the Class B-1 Certificateholders and Class B-2 Certificateholders to receive payments of Basis Risk Carry Forward Amounts as rights in a separate limited recourse interest rate cap contract written by the Class X Certificateholders in favor of Holders of each such Class.
Notwithstanding any provision contained in this Agreement, the Trustee shall not be required to make any payments from the Excess Reserve Fund Account except as expressly set forth in this Section 3.27(a).
(a) The Trustee shall establish and maintain the Distribution Account on behalf of the Certificateholders. The Trustee shall, promptly upon receipt on the Business Day received, deposit in the Distribution Account and retain therein the following:
(i) the aggregate amount remitted by the Master Servicer to the Trustee pursuant to Section 3.11;
(ii) any amount deposited by the Master Servicer pursuant to Section 3.12(b) in connection with any losses on Permitted Investments; and
(iii) any other amounts deposited hereunder which are required to be deposited in the Distribution Account.
In the event that the Master Servicer shall remit any amount not required to be remitted, the Master Servicer may at any time direct the Trustee in writing to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering notice to the Trustee which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be held by the Trustee in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 4.02.
(b) To help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.
Section 3.28 Optional Purchase of Delinquent Mortgage Loans. The Depositor, in its sole discretion, shall have the option, but shall not be obligated, to purchase any 90+ Delinquent Mortgage Loans from the Trust Fund. The purchase price for any such Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Master Servicer. Upon receipt of such purchase price, the Master Servicer shall provide to the Trustee a Request for Release and the Trustee shall promptly release to the Depositor the Mortgage File relating to the Mortgage Loan being repurchased.
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE MASTER SERVICER
Section 4.01 Advances. (a) The amount of P&I Advances to be made by the Master Servicer for any Remittance Date shall equal, subject to Section 4.01(d), the sum of (i) the aggregate amount of Scheduled Payments (with each interest portion thereof net of the related Servicing Fee), due on the Due Date immediately preceding such Remittance Date in respect of the Mortgage Loans, which Scheduled Payments were not received as of the close of business on the related Determination Date, plus (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the excess, if any, of the Scheduled Payments (with each interest portion thereof net of the Servicing Fee) that would have been due on the related Due Date in respect of the related Mortgage Loan, over the net income from such REO Property transferred to the Collection Account for distribution on such Remittance Date.
(a) On each Remittance Date, the Master Servicer shall remit in immediately available funds to the Trustee an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Remittance Date either (i) from its own funds or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of the Collection Account that Amounts Held for Future Distribution have been, as permitted by this Section 4.01, used by the Master Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts Held for Future Distribution and so used shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Remittance Date to the extent that the Available Funds for the related Remittance Date (determined without regard to Advances to be made on the Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.02 on the related Distribution Date if such amounts held for future distributions had not been so used to make Advances.
(b) The obligation of the Master Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue through the time at which the related Mortgage Loan becomes 180 days delinquent.
(c) Notwithstanding anything herein to the contrary, no P&I Advance or Servicing Advance shall be required to be made hereunder by the Master Servicer if such P&I Advance or Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The determination by the Master Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance, respectively, shall be evidenced by an Officer’s
Certificate of the Master Servicer delivered to the Trustee. In addition the Master Servicer shall not be required to advance any Relief Act Interest Shortfalls.
(d) Except as otherwise provided herein, the Master Servicer shall be entitled to reimbursement pursuant to Section 3.11 for Advances from recoveries from the related Mortgagor or from all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds) with respect to the related Mortgage Loan.
Section 4.02 Priorities of Distribution. (a) On each Distribution Date, the Trustee shall make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining:
(i) to the holders of each Class of Offered Certificates and the Class B-2 Certificates in the following order of priority:
(A) from the Interest Remittance Amount, to the Class A Certificates, on a pro rata basis based on their respective entitlements, the Accrued Certificate Interest Distribution Amount for such Classes and Unpaid Interest Amounts for such Classes and such Distribution Date;
(B) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;
(C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;
(D) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;
(E) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;
(F) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;
(G) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;
(H) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and
(I) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.
(ii) (A)on each Distribution Date (a) before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of Offered Certificates and the Class B-2 Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority:
(a) concurrently, on a pro rata basis by aggregate Class Certificate Balance:
1. to the Class A-1 Certificates, until the Class Certificate Balance thereof is reduced to zero; and
2. sequentially, to the Class A-2A Certificates and Class A-2B Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero; and
(b) sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1 and Class B-2 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;
(B) on each Distribution Date (a) on and after the Stepdown Date and (b) as long as a Trigger Event is not in effect, to the holders of the related Class or Classes of Offered Certificates and the Class B-2 Certificates then entitled to distribution of principal, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to, the Principal Distribution Amount in the following amounts and order of priority:
(a) to the Class A Certificates, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount allocated concurrently, on a pro rata basis by aggregate Class Certificate Balance:
1. to the Class A-1 Certificates, until the Class Certificate Balance thereof is reduced to zero; and
2. sequentially, to the Class A-2A Certificates and Class A-2B Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;
(b) to the Class M-1 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above and (y) the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof
has been reduced to zero;
(c) to the Class M-2 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above and to the Class M-1 Certificates in clause (ii)(B)(b) above and (y) the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;
(d) to the Class M-3 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above and to the Class M-2 Certificates in clause (ii)(B)(c) above and (y) the Class M-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;
(e) to the Class M-4 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above and to the Class M-3 Certificates in clause (ii)(B)(d) above and (y) the Class M-4 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;
(f) to the Class M-5 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above and to the Class M-4 Certificates in clause (ii)(B)(e) above and (y) the Class M-5 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;
(g) to the Class M-6 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above, to the Class M-4 Certificates in clause (ii)(B)(e) above and to the Class M-5 Certificates in clause (ii)(B)(f) above and (y) the Class M-6 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;
(h) to the Class B-1 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1
Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above, to the Class M-4 Certificates in clause (ii)(B)(e) above, to the Class M-5 Certificates in clause (ii)(B)(f) above and to the Class M-6 Certificates in clause (ii)(B)(g) above and (y) the Class B-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and
(i) to the Class B-2 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above, to the Class M-4 Certificates in clause (ii)(B)(e) above, to the Class M-5 Certificates in clause (ii)(B)(f) above, to the Class M-6 Certificates in clause (ii)(B)(g) above and to the Class B-1 Certificates in clause (ii)(B)(h) above and (y) the Class B-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;
(iii) any amount remaining after the distributions in clauses (i) and (ii) above, plus as specifically indicated below, from amounts on deposit in the Excess Reserve Account, shall be distributed in the following order of priority:
(A) to the holders of the Class M-1 Certificates, any Unpaid Interest Amount for such Class;
(B) to the holders of the Class M-2 Certificates, any Unpaid Interest Amount for such Class;
(C) to the holders of the Class M-3 Certificates, any Unpaid Interest Amount for such Class;
(D) to the holders of the Class M-4 Certificates, any Unpaid Interest Amount for such Class;
(E) to the holders of the Class M-5 Certificates, any Unpaid Interest Amount for such Class;
(F) to the holders of the Class M-6 Certificates, any Unpaid Interest Amount for such Class;
(G) to the holders of the Class B-1 Certificates, any Unpaid Interest Amount for such Class;
(H) to the holders of the Class B-2 Certificates, any Unpaid Interest Amount for such Class;
(I) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date;
(J) from funds on deposit in the Excess Reserve Fund Account, an amount equal to any Basis Risk Carry Forward Amount with respect to the LIBOR Certificates and the Class B-1 Certificateholders and Class B-2 Certificateholders for that Distribution Date, first, to the Class A Certificates, on a pro rata basis based on their respective unpaid remaining Basis Risk Carry Forward Amounts, second, to the Class M-1 Certificates, third, to the Class M-2 Certificates, fourth, to the Class M-3 Certificates, fifth, to the Class B-1 Certificates and sixth, to the Class B-2 Certificates, in each case up to their respective unpaid remaining Basis Risk Carry Forward Amounts;
(K) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A)-(J); and
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(L) |
to the holders of the Class R Certificates, any remaining amount. |
Notwithstanding the foregoing, if the Stepdown Date is the date on which the aggregate Class Certificate Balance of the Class A Certificates is reduced to zero, any Principal Distribution Amount remaining after distribution thereof to the Class A Certificates will be included as part of the distributions pursuant to clause (ii)(B) above. Notwithstanding the reduction of the aggregate Class Certificate Balance of the Class M, Class B and Class X Certificates to zero, any principal distributions to the Class A Certificates shall continue to be allocated to such Classes as described above in clause (ii)(A)(a) and clause (ii)(B)(a).
If on any Distribution Date, as a result of the foregoing allocation rules, the Class A Certificates do not receive the related Accrued Certificate Interest Distribution Amounts or the related Unpaid Interest Amounts, if any, then that unpaid amount will be recoverable by the holders of those Classes, with interest thereon, on future Distribution Dates, as Unpaid Interest Amounts subject to the priorities described above. In the event the Class Certificate Balance of any Class of Certificates has been reduced to zero, that Class of Certificates shall no longer be entitled to receive any related unpaid Basis Risk Carry Forward Amounts except to the extent the Class Certificate Balance is increased as a result of any Subsequent Recovery.
(b) On each Distribution Date, all amounts representing Prepayment Premiums from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Trustee to the holders of the Class P Certificates.
(c) On any Distribution Date, any Relief Act Interest Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date will be allocated pro rata, as a reduction of the Accrued Certificate Interest Distribution Amounts for the Offered Certificates and the Class B-2 Certificates, based on the amount of interest to which such Classes would otherwise be entitled on such Distribution Date.
Section 4.03 Monthly Statements to Certificateholders. (a) Not later than each Distribution Date, the Trustee shall make available to each Certificateholder, the Master
Servicer, the Depositor and each Rating Agency a statement setting forth with respect to the related distribution:
(i) the amount thereof allocable to principal, separately identifying the aggregate amount of any Principal Prepayments and Liquidation Proceeds included therein;
(ii) the amount thereof allocable to interest, any Unpaid Interest Amounts included in such distribution and any remaining Unpaid Interest Amounts after giving effect to such distribution, any Basis Risk Carry Forward Amount for such Distribution Date and the amount of all Basis Risk Carry Forward Amount covered by withdrawals from the Excess Reserve Fund Account on such Distribution Date;
(iii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall and the allocation thereof as between principal and interest, including any Basis Risk Carry Forward Amount not covered by amounts in the Excess Reserve Fund Account;
(iv) the Class Certificate Balance of each Class of Certificates after giving effect to the distribution of principal on such Distribution Date;
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(v) |
the Pool Stated Principal Balance for the following Distribution Date; |
(vi) the amount of the expenses and fees paid to or retained by the Master Servicer or Subservicer (with respect to the Subservicers, in the aggregate) or paid to or retained by the Trustee with respect to such Distribution Date;
(vii) the Pass-Through Rate for each such Class of Certificates with respect to such Distribution Date;
(viii) the amount of Advances included in the distribution on such Distribution Date and the aggregate amount of Advances reported by the Master Servicer (and the Trustee as successor master servicer and any other master servicer, if applicable) as outstanding (if reported by the Master Servicer) as of the close of business on the Determination Date immediately preceding such Distribution Date;
(ix) the number and aggregate outstanding principal balances of Mortgage Loans (1) as to which the Scheduled Payment is Delinquent 31 to 60 days, 61 to 90 days, 91 to 120 days, 121 to 150 days, 151 to 180 days and 180+ days, (2) that have become REO Property, (3) that are in foreclosure and (4) that are in bankruptcy, in each case as of the close of business on the last Business Day of the immediately preceding month;
(x) for each of the preceding 12 calendar months, or all calendar months since the related Cut-off Date, whichever is less, the aggregate dollar amount of the Scheduled Payments (A) due on all Outstanding Mortgage Loans on each of the Due Dates in each such month and (B) Delinquent 60 days or more on each of the Due Dates in each such month;
(xi) with respect to all Mortgage Loans that became REO Properties during the preceding calendar month, the aggregate number of such Mortgage Loans and the aggregate Stated Principal Balance of such Mortgage Loans as of the close of business on the last Business Day of the immediately preceding month;
(xii) the total number and principal balance of any REO Properties (and market value, if available) as of the close of business on the last Business Day of the immediately preceding month;
(xiii) whether a Trigger Event has occurred and is continuing (including the separate components of the calculation and the aggregate outstanding balance of all 60+ Day Delinquent Mortgage Loans);
(xiv) the amount on deposit in the Excess Reserve Fund Account (after giving effect to distributions on such Distribution Date);
(xv) in the aggregate and for each Class of Certificates, the aggregate amount of Applied Realized Loss Amounts incurred during the preceding calendar month and aggregate Applied Realized Loss Amounts through such Distribution Date;
(xvi) the amount of any Net Monthly Excess Cash Flow on such Distribution Date and the allocation thereof to the Certificateholders with respect to Applied Realized Loss Amounts and Unpaid Interest Amounts;
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(xvii) |
the Overcollateralized Amount and Specified Overcollateralized Amount; | |||||
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(xviii) |
Prepayment Premiums collected by or paid by the Master Servicer; |
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(xix) |
the Cumulative Loss Percentage; |
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(xx) |
the amount distributed on the Class X Certificates; |
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(xxi) |
the amount of any Subsequent Recoveries for such Distribution Date; |
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(xxii) |
the Record Date for such Distribution Date; |
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(xxiii) each Mortgage Loan that has been released to the Class X-1 Certificateholder pursuant to Section 3.15(b);
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(xxiv) |
one-month, three-month and twelve-month CPR; and |
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(xxv) |
the cumulative amount of Realized Losses on the Mortgage Loans. |
(b) The Trustee’s responsibility for providing the above statement to the Certificateholders, each Rating Agency, the Master Servicer, the Responsible Party and the Depositor is limited to the availability, timeliness and accuracy of the information derived from the Master Servicer or the Responsible Party. The Trustee will provide the above statement via the Trustee’s internet website. The Trustee’s website will initially be located at
xxxxx://xxx.xxx.xx.xxx/xxxx and assistance in using the website can be obtained by calling the Trustee’s investor relations desk at 0-000-000-0000. A paper copy of the above statement will also be made available upon request. The Trustee will cooperate with the Depositor to reconcile any discrepancies identified by the Depositor in the monthly statement and will promptly repost any such statement following such reconciliation.
(c) Within a reasonable period of time after the end of each calendar year, the Trustee shall cause to be furnished to each Person who at any time during the calendar year was a Certificateholder, a statement containing the information set forth in clauses (a)(i) and (a)(ii) of this Section 4.03 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) Not later than the Reporting Date, the Master Servicer shall furnish to the Trustee a monthly remittance advice statement (in a format mutually agreed upon by the Master Servicer and the Trustee) containing such information as shall be reasonably requested by the Trustee to provide the reports required by Section 4.03(a) as to the accompanying remittance and the period ending on the close of business on the last Business Day of the immediately preceding month (the “Master Servicer Remittance Report”).
The Master Servicer shall furnish to the Trustee an individual loan accounting report, as of the last Business Day of each month, to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan accounting report (in electronic format) shall be received by the Trustee no later than the Reporting Date, which report shall contain the following:
(i) with respect to each Scheduled Payment, the amount of such remittance allocable to principal (including a separate breakdown of any Principal Prepayment and any Prepayment Premiums);
(ii) with respect to each Scheduled Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Master Servicer during the prior distribution period;
(iv) the individual and aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Master Servicer during the prior distribution period pursuant to Section 3.11;
(vi) the number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, (3) 91 to 120 days, (4) 121 to 150 days, (5) 151 to 180 days and (6) 181 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(vii) each Mortgage Loan which has been altered, modified or varied during such month, and the reason for such modification (i.e., extension of maturity date, Mortgage Interest Rate);
(viii) with respect to each Mortgage Loan, the amount of any Realized Losses for such Mortgage Loan;
(ix) each Mortgage Loan that will be released to the Class X-1 Certificateholder pursuant to Section 3.15(b); and
(x) any other information reasonably required by the Trustee to enable it to prepare the monthly statement referred to in Section 4.03(a).
Section 4.04 Certain Matters Relating to the Determination of LIBOR. LIBOR shall be calculated by the Trustee in accordance with the definition of “LIBOR.” Until all of the LIBOR Certificates are paid in full, the Trustee will at all times retain at least four Reference Banks for the purpose of determining LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall designate the Reference Banks (after consultation with the Depositor). Each “Reference Bank” shall be a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market, shall not control, be controlled by, or be under common control with, the Trustee and shall have an established place of business in London. If any such Reference Bank should be unwilling or unable to act as such or if the Trustee should terminate its appointment as Reference Bank, the Trustee shall promptly appoint or cause to be appointed another Reference Bank (after consultation with the Depositor). The Trustee shall have no liability or responsibility to any Person for (i) the selection of any Reference Bank for purposes of determining LIBOR or (ii) any inability to retain at least four Reference Banks which is caused by circumstances beyond its reasonable control.
The Pass-Through Rate for each Class of LIBOR Certificates for each Interest Accrual Period shall be determined by the Trustee on each LIBOR Determination Date so long as the LIBOR Certificates are outstanding on the basis of LIBOR and the respective formulae appearing in footnotes corresponding to the LIBOR Certificates in the table relating to the Certificates in the Preliminary Statement. The Trustee shall not have any liability or responsibility to any Person for its inability, following a good-faith reasonable effort, to obtain quotations from the Reference Banks or to determine the arithmetic mean referred to in the definition of LIBOR, all as provided for in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and each Pass-Through Rate for the LIBOR Certificates by the Trustee shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.
Section 4.05 Allocation of Applied Realized Loss Amounts. Any Applied Realized Loss Amounts will be allocated to the most junior Class of Subordinated Certificates then outstanding in reduction of the Class Certificate Balance thereof. The Class A-2B Fraction of any Applied Realized Loss Amounts remaining after reduction of the aggregate Class Principal Balance of the Subordinate Certificates to zero will be allocated to the Class A-2B Certificates, until the Class Certificate Balance thereof has been reduced to zero. In the event Applied Realized Loss Amounts are allocated to any Class of Offered Certificates or the Class
B-2 Certificates, their Class Principal Balances shall be reduced by the amount so allocated, and no funds will be distributable with respect to the written down amounts (including without limitation Basis Risk Carry Forward Amounts) or with respect to interest on the written down amounts on that Distribution Date or any future Distribution Dates, even if funds are otherwise available for distribution. Notwithstanding the foregoing, the Class Certificate Balance of each Class of Subordinated Certificates that has been previously reduced by Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of the Subsequent Recoveries (but not in excess of the Applied Realized Loss Amount allocated to the applicable Class of Subordinated Certificates).
All Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC I Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the Uncertificated Balances of the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTB2 has been reduced to zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTB1 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM6 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM5 has been reduced to zero; seventh, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM4 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM3 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM2 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTM1 has been reduced to zero; and eleventh, the Class A-2B Fraction of any Applied Loss Amounts shall be allocated to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA2B and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I Regular Interest I-LTA2B has been reduced to zero.
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Section 4.06 |
Distributions on the REMIC I Regular Interests. |
(a) (1)On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates, as the case may be:
(i) to Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTZZ, pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC I Regular Interest I-LTZZ shall be reduced when the REMIC I Overcollateralization Amount is less than the REMIC I Required Overcollateralization Amount, by the lesser of (x) the amount of such difference and (y) the Maximum I-LTZZ Uncertificated Interest Deferral Amount and such amount will be payable to the REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTB2 in the same proportion as the Overcollateralization Deficiency is allocated to the Corresponding Certificates and the Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by such amount;
to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Distribution Amount funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:
(A) 98.00% of such remainder to the Holders of REMIC I Regular Interest I-LTAA, until the Uncertificated Balance of such Uncertificated REMIC I Regular Interest is reduced to zero;
(B) 2.00% of such remainder, first, to the Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTB2, 1% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such REMIC I Regular Interests are reduced to zero and second to the Holders of REMIC I Regular Interest I-LTZZ, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; then
(C) any remaining amount to the Holders of the Class R Certificates;
provided, however, that 98.00% and 2.00% of any principal payments that are attributable to an Overcollateralization Reduction Amount shall be allocated to Holders of REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ, respectively.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates. The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement.
The Depositor hereby directs the Trustee to register the Class X, Class X-1 and Class P Certificates in the name of the Depositor or its designee. On a date as to which the Depositor notifies the Trustee, the Depositor hereby directs the Trustee to transfer the Class X and Class P Certificates in the name of the NIM Trustee, or such other name or names as the Depositor shall request, and to deliver such Class X and Class P Certificates to Deutsche Bank National Trust Company, as NIM Trustee, or to such other Person or Persons as the Depositor shall request.
Subject to Section 9.02 respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor as directed by that Certificateholder by written wire instructions provided to the Trustee or (y), in the event that no wire instructions are provided to the Trustee, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register.
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 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 any such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless authenticated by the Trustee by manual signature, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their authentication. On the Closing Date, the Trustee shall authenticate the Certificates to be issued at the 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 5.02 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 5.06, 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 execute and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class and 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 which 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. In the event, the Depositor or an Affiliate transfers the Class X Certificates, or a portion thereof, to another Affiliate, it shall notify the Trustee in writing of the affiliated status of the transferee. The Trustee shall have no liability regarding the lack of notice with respect thereto.
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 cancelled and subsequently destroyed by the Trustee in accordance with the Trustee’s customary procedures.
(a) 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 said Act and such state securities laws. Except with respect to (i) the transfer of the Class X, Class X-1, Class P or Class R Certificates, to the Depositor or an Affiliate of the Depositor, (ii) the transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, in the event that a transfer of a Private Certificate which is a Physical Certificate 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 shall certify to the Trustee in writing the facts surrounding the transfer in substantially the form set forth in Exhibit H (the “Transferor Certificate”) and either (i) there shall be delivered to the Trustee a letter in substantially the form of Exhibit I-1 (the “Rule 144A Letter”) or Exhibit I-2 (the “Non-Rule 144A Investment Letter”) or (ii) in the case of the Class X Certificates or Class X-1 Certificates, there shall be delivered to the Trustee at the expense of the transferor an Opinion of Counsel that such transfer may be made without registration under the Securities Act. In the event that a transfer of a Private Certificate which is a Book-Entry Certificate 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 will be deemed to have made as of the transfer date each of the certifications set forth in the Transferor Certificate in respect of such Certificate and the transferee will be deemed to have made as of the transfer date each of the certifications set forth in the Rule 144A Letter in respect of such Certificate, in each case as if such Certificate were
evidenced by a Physical Certificate. 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 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 and the Depositor 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.
Except with respect to (i) the transfer of the Class R, Class X, Class X-1 or Class P Certificates to the Depositor or an affiliate of the Depositor, (ii) the transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, no transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received either (i) a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Trustee (in the event such Certificate is a Private Certificate or a Residual Certificate, such requirement is satisfied only by the Trustee’s receipt of a representation letter from the transferee substantially in the form of Exhibit I-1 or Exhibit I-2), to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to any Federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code, nor a person acting on behalf of any such plan or arrangement nor using the assets of any such plan or arrangement to effect such transfer, (ii) in the case of an ERISA-Restricted Certificate other than a Residual Certificate, a representation that the purchaser is an insurance company that is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate presented for registration in the name of an employee benefit plan subject to Title I of ERISA, a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee and the Depositor, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor, the Master Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase and holding of such ERISA-Restricted Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee, the Depositor or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement or to any liability. For purposes of the preceding sentence, with respect to an ERISA-Restricted Certificate that is not a Private Certificate or a Residual Certificate, in the event the representation letter referred to in the preceding sentence is not furnished, such representation shall be deemed to have been made to
the Trustee by the transferee’s (including an initial acquirer’s) acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else to the contrary herein, (a) any purported transfer of an ERISA Restricted Certificate, other than a Class P Certificate or Residual Certificate, to or on behalf of an employee benefit plan subject to ERISA, the Code or Similar Law without the delivery to the Trustee of an Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect and (b) any purported transfer of a Class P Certificate or Residual Certificate to a transferee that does not make the representation in clause (i) above shall be void and of no effect.
The Class R Certificates and Class P Certificates may not be sold to any employee benefit plan subject to Title I of ERISA, any plan or arrangement subject to Section 4975 of the Code, or any plan subject to any Similar Law or any person investing on behalf of or with plan assets of such plan.
To the extent permitted under applicable law (including, but not limited to, ERISA), the Trustee shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 5.02(b) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements.
(b) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee;
(ii) No Ownership Interest in a Residual Certificate may be registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of any Residual Certificate unless, in addition to the certificates required to be delivered to the Trustee under subparagraph (b) above, the Trustee shall have been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner or the proposed transferee in the form attached hereto as Exhibit G;
(iii) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of a Residual Certificate and (C) not to Transfer its Ownership Interest in a Residual Certificate or to cause the Transfer of an Ownership Interest in a Residual Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee;
(iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 5.02(c) shall be absolutely null and void and shall vest no rights in the purported Transferee. If any purported transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(c), then the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of registration of Transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Transfer was registered after receipt of the related Transfer Affidavit, Transferor Certificate and the Rule 144A Letter. 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; and
(v) The Depositor shall use its best efforts to make available, upon receipt 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 5.02(c) shall cease to apply (and the applicable portions of the legend on a Residual Certificate may be deleted) with respect to Transfers occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee, the Responsible Party or the Master Servicer, to the effect that the elimination of such restrictions will not cause either Trust REMIC 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 which, based on an Opinion of Counsel 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 which is held by a Person that is not a Permitted Transferee to a Holder that is a Permitted Transferee.
(c) The preparation and delivery of all certificates and opinions referred to above in this Section 5.02 in connection with transfer shall be at the expense of the parties to such transfers.
(d) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with
respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners.
All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. 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.
If (x) (i) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (ii) the Trustee or the Depositor is unable to locate a qualified successor, or (y) the Depositor notifies the Depository of its intent to terminate the book-entry system through the Depository and, upon receipt of notice of such intent from the Depository, the Depository Participants holding beneficial interests in the Book-Entry Certificates agree to initiate such termination, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of definitive, fully-registered Certificates (the “Definitive Certificates”) to Certificate Owners requesting the same. Upon surrender to the Trustee of the related Class of Certificates by the Depository, accompanied by the instructions from the Depository for registration, the Trustee shall issue the Definitive Certificates. None of the Master Servicer, the Depositor or the Trustee shall be liable for any delay in delivery of such instruction and each may conclusively rely on, and shall be protected in relying on, such instructions. The Depositor shall provide the Trustee with an adequate inventory of Certificates to facilitate the issuance and transfer of Definitive Certificates. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder; provided, that the Trustee shall not by virtue of its assumption of such obligations become liable to any party for any act or failure to act of the Depository.
(e) Each Private Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments) or W-9 in form satisfactory to the Trustee and the Certificate Registrar, duly executed by the Certificateholder or his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate
Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Private Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Private Certificates.
Section 5.03 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 (b) there is delivered to the Depositor, the Master Servicer, and the Trustee such security or indemnity as may be required by them to hold 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 5.03, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Any replacement Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible evidence of ownership, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners. The Master Servicer, the Trustee, the Depositor, and any agent of the Master Servicer, the Depositor or the Trustee may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Trustee, the Depositor or any agent of the Master Servicer, the Depositor or the Trustee shall be affected by any notice to the contrary.
Section 5.05 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 which 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 such 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 5.06 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 in the United States where Certificates may be surrendered for registration of transfer or exchange. The Trustee initially designates the offices of its agent, for such purposes, located at DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit. The Trustee will give prompt written notice to the Certificateholders of any change in such location of any such office or agency.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer. The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.
Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer. The Depositor and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation, national banking association, federally chartered savings bank or limited partnership as the case may be, under the laws of the United States or under the laws of one of the states thereof and will each obtain and preserve its qualification to do business as a foreign corporation or limited partnership, as applicable, in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Master Servicer may be merged or consolidated, or any Person 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, as the case may be, 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, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of, Xxxxxx Xxx or Xxxxxxx Mac, and provided, further, that such merger, consolidation or succession does not adversely affect the then current rating or ratings on the Offered Certificates and the Class B-2 Certificates.
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others. Neither the Depositor, the Master Servicer nor any of their respective directors, officers, employees or agents shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of 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 representations or warranties made by it herein or protect the Depositor, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or 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. The Depositor, the Master Servicer and any director, officer, employee, Affiliate or agent of the Depositor or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates or any other unanticipated or extraordinary expense, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence (or gross negligence in the case of the Depositor) in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. 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 respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that each of the Depositor and the Master Servicer may in its discretion undertake any such action (or direct the Trustee to undertake such actions pursuant to Section 2.03 for the benefit of the Certificateholders) that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, and the Master Servicer shall be entitled to be reimbursed therefor out of the Collection Account, any such right of reimbursement being prior to the right of the Certificateholders to receive any amount out of the Collection Account.
Section 6.04 Limitation on Resignation of the Master Servicer. (a) The Master Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except (i) by mutual consent of the Master Servicer, the Depositor and the Trustee or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Master Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Trustee. No such resignation shall become effective until a successor shall have assumed the Master Servicer’s responsibilities and obligations hereunder. The foregoing prohibition on assignment shall not prohibit the Master Servicer from designating a Subservicer as payee of any indemnification amount payable to the Master Servicer hereunder; provided, however, that no Subservicer shall be a third party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement.
Section 6.05 Additional Indemnification by the Master Servicer; Third Party Claims. The Master Servicer shall indemnify the Responsible Party, the Depositor and the Trustee and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer immediately shall notify the Responsible Party, the Depositor and the Trustee if such claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Responsible Party, the Depositor and the Trustee, as applicable) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Responsible Party, the Depositor, or the Trustee in respect of such claim.
ARTICLE VII
DEFAULT
Section 7.01 Events of Default. “Event of Default,” wherever used herein, means any one of the following events:
(a) any failure by the Master Servicer to remit to the Trustee any payment required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor, or by the Trustee, or to the Master Servicer, the Depositor and the Trustee by Certificateholders entitled to at least 25% of the Voting Rights; or
(b) the failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer set forth in this Agreement, which continues unremedied for a period of forty-five days (except that such number of days shall be thirty days in the case of the failure to observe the covenant to maintain a Subservicing Agreement with an eligible Subservicer to the extent required in accordance with Section 3.02(b), and five days in the case of a failure to observe or perform any of the obligations set forth in Sections 3.22 or 3.23 and a failure to deliver the certification pursuant to Section 8.12(c)), after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor or by the Trustee, or to the Master Servicer, the Depositor and the Trustee by Certificateholders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer of the Master Servicer; provided, however, that in the case of a failure or breach that cannot be cured within 45 (or 30 or 15, as applicable) days after notice or actual knowledge by the Master Servicer, the cure period may be extended for an additional 45 (or 30 or 15,as applicable) days upon delivery by the Master Servicer to the Trustee of a certificate to the effect that the Master Servicer believes in good faith that the failure or breach can be cured within such additional time period and the Master Servicer is diligently pursuing remedial action; or
(c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, 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 sixty days; or
(d) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property; or
(e) 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 any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors; or
(f) any failure of the Master Servicer to make any P&I Advance on any Remittance Date required to be made from its own funds pursuant to Section 4.01 which continues unremedied for one Business Day immediately following the Remittance Date; or
(g) any failure of the Master Servicer to be an approved servicer of mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac in good standing.
If an Event of Default described in clauses (a) through (e) of this Section 7.01 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, or at the direction of Certificateholders entitled to a majority of the Voting Rights the Trustee shall, by notice in writing to the Master Servicer (with a copy to each Rating Agency), terminate all of the rights and obligations of the Master Servicer under this Agreement to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder; provided, however, that the Trustee shall not be required to give written notice to the Master Servicer of the occurrence of an Event of Default described in clauses (b) through (g) of this Section 7.01 unless and until a Responsible Officer of the Trustee has actual knowledge of the occurrence of such an Event of Default. In the event that a Responsible Officer of the Trustee has actual knowledge of the occurrence of an Event of Default described in clause (a) of this Section 7.01, the Trustee shall give written notice to the Master Servicer of the occurrence of such an event within one Business Day of the first day on which such Responsible Officer obtains actual knowledge of such occurrence; provided that failure to give such notice shall not constitute a waiver of such Event of Default. The Trustee, upon a Responsible Officer having actual knowledge of such default, shall deliver a written notice to the Master Servicer of the default on any Remittance Date on which the Master Servicer fails to make any deposit or payment required pursuant to this Agreement (including, but not limited to Advances, to the extent required by this Agreement); provided, however, that if an Event of Default occurs due to the failure of the Master Servicer to make an Advance to the extent required, the Trustee, as successor Master Servicer, or another successor Master Servicer shall, prior to the next Distribution Date, immediately make such Advance. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Depositor. On and 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. The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the 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 the Mortgage Loans and related documents, or otherwise. Unless expressly provided in such written notice, no such termination shall affect any obligation of the Master Servicer to pay amounts owed pursuant to Article VIII. 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 Trustee of all cash amounts which shall at the time be credited to the Collection Account of the predecessor Master Servicer, or thereafter be received with respect to the Mortgage Loans.
Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive from the Trust Fund, prior to transfer of its servicing obligations hereunder, all amounts accrued and owing to the Master Servicer under this Agreement on or prior to the date of such termination, including all accrued and unpaid portion of the Servicing Fees to which the Master Servicer would have been entitled and to continue to receive reimbursement for all outstanding P&I Advances and Servicing Advances, including Servicing Advances incurred prior to but not invoiced until after the date of termination, in accordance with the terms of this Agreement. In addition, the Master Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder, with respect to events occurring prior to such termination.
Section 7.02 Trustee to Act; Appointment of Successor. On and after the time the Trustee gives, and the Master Servicer receives a notice of termination pursuant to Section 7.01, the Trustee shall, subject to and to the extent provided in Sections 3.06 and 7.03, and subject to the rights of the Trustee to appoint a successor Master Servicer, be the successor to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the Master Servicer to make P&I Advances and Servicing Advances as successor Master Servicer and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and applicable law as soon as practicable but in no event later than 90 days after the receipt by the Master Servicer of the notice of termination pursuant to Section 7.01. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer would have been entitled to charge to its Collection Account if the Master Servicer had continued to act hereunder including, if the Master Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Trustee as provided herein). Notwithstanding the foregoing, if the Trustee has become the successor to the Master Servicer in accordance with this Section 7.02, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, 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. No such appointment of a successor to the Master Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Master Servicer shall be an institution which is a Xxxxxx Xxx- and Xxxxxxx Mac-approved seller/servicer in good standing, which has a net worth of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Master Servicer (other than liabilities of the terminated Master Servicer under Section 6.03 incurred prior to termination of the Master Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges 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. Pending appointment of a successor to the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so acting, shall, subject to Section 3.05, 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 as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to the predecessor Master Servicer from investments. 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 predecessor Master Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it.
In the event that the Master Servicer is terminated pursuant to Section 7.01, the terminated Master Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Master Servicer and pay all of its own out-of-pocket costs and expenses related to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Master Servicer shall be paid by the successor Master Servicer (in which case the successor Master Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Master Servicer fails to pay, the Trustee pays such amounts from the Trust Fund). If the Trustee is the predecessor Master Servicer (except in the case where the Trustee in its role as successor Master Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Trustee as the successor Master Servicer and not by the predecessor Master Servicer’s actions or omissions), such costs shall be paid by the successor Master Servicer (in which case the successor Master Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Master Servicer fails to pay, the Trustee pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs.
Any successor to the Master Servicer as master servicer shall give notice to the Mortgagors of such change of Master Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Master Servicer, maintain in force the policy or policies that the Master Servicer is required to maintain pursuant to Section 3.13.
Any such successor Master Servicer shall be required to satisfy the requirements of a successor Master Servicer under this Section 7.02.
Section 7.03 Notification to Certificateholders. (a) Upon any termination of or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to Certificateholders and to each Rating Agency.
(a) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Certificateholders and each Rating Agency notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured or waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of the Trustee. The Trustee, before the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they are in the form required by this Agreement. The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order, or other instrument.
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 bad faith or willful misfeasance.
Unless an Event of Default known to the Trustee has occurred and is continuing,
(a) 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 the duties and obligations specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee, and 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 which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(b) the Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is finally proven that the Trustee was negligent in ascertaining the pertinent facts; and
(c) 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 direction of the Holders of Certificates evidencing not less than 25% of the Voting Rights relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement.
Section 8.02 Certain Matters Affecting the Trustee. Except as otherwise provided in Section 8.01:
(a) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee shall have no responsibility to ascertain or confirm the genuineness of any signature of any such party or parties;
(b) the Trustee may consult with counsel, financial advisers or accountants and the advice of any such counsel, financial advisers or accountants and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(c) the Trustee shall not be liable 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;
(d) 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 Voting Rights allocated to each Class of Certificates;
(e) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, accountants or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agents, accountants or attorneys appointed with due care by it hereunder;
(f) the Trustee shall not be required to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it;
(g) the Trustee shall not be liable for any loss on any investment of funds pursuant to this Agreement (other than as issuer of the investment security and except with respect to the investment of funds in the Distribution Account not made at the direction of the Depositor during the Trustee Float Period);
(h) the Trustee shall not be deemed to have knowledge of an Event of Default until a Responsible Officer of the Trustee shall have received written notice thereof except as otherwise provided in Section 7.01; and
(i) the Trustee shall be under no obligation to exercise any of the trusts, rights or powers vested in it by 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 this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates shall be taken as the statements of the Depositor and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or related document other than with respect to the Trustee’s execution and authentication of the Certificates. The Trustee shall not be accountable for the use or application by the Depositor or the Master Servicer of any funds paid to the Depositor or the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Depositor or the Master Servicer.
The Trustee shall have no responsibility for filing or recording 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 (unless the Trustee shall have become the successor Master Servicer).
The Trustee executes the Certificates not in its individual capacity but solely as Trustee of the Trust Fund created by this Agreement, in the exercise of the powers and authority conferred and vested in it by this Agreement. Each of the undertakings and agreements made on the part of the Trustee on behalf of the Trust Fund in the Certificates is made and intended not as a personal undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the Trust Fund.
Section 8.04 Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were not the Trustee.
Section 8.05 Trustee’s Fees and Expenses. As compensation for its activities under this Agreement, the Trustee may withdraw from the Distribution Account on each Distribution Date the Trustee Fee for the Distribution Date and, during the Trustee Float Period, any interest or investment income earned on funds deposited in the Distribution Account. The Trustee and any director, officer, employee, or agent of the Trustee shall be indemnified by the Trust Fund and held harmless against any loss, liability, or expense (including reasonable attorneys’ fees) incurred in connection with any claim or legal action relating to:
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the Certificates, or |
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other than any loss, liability, or expense (i) resulting from any breach of the Master Servicer’s obligations in connection with this Agreement for which the Master Servicer has performed its obligation to indemnify the Trustee pursuant to Section 6.05, (ii) resulting from any breach of the Responsible Party’s obligations in connection with this Agreement for which the Responsible Party has performed its obligation to indemnify the Trustee pursuant to Section 2.03(e) of this Agreement, or (iii) incurred because of willful misfeasance, bad faith, or negligence in the performance of any of the Trustee’s duties under this Agreement. This indemnity shall survive the termination of this Agreement or the resignation or removal of the Trustee under this
Agreement. Without limiting the foregoing, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any expense, disbursement, or advance arising from the Trustee’s negligence, bad faith, or willful misfeasance, the Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with this Agreement with respect to:
(A) the reasonable compensation, expenses, and disbursements of its counsel not associated with the closing of the issuance of the Certificates;
(B) the reasonable compensation, expenses, and disbursements of any accountant, engineer, or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage them to perform services under this Agreement; and
(C) printing and engraving expenses in connection with preparing any Definitive Certificates.
Except as otherwise provided in this Agreement or a separate letter agreement between the Trustee and the Depositor, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its duties as Trustee, Registrar, or paying agent under this Agreement or for any other expenses.
Section 8.06 Eligibility Requirements for the Trustee. The Trustee hereunder shall at all times be a corporation or 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 of at least $50,000,000, subject to supervision or examination by federal or state authority and with a credit rating which would not cause any of the Rating Agencies to reduce their respective then current ratings of the Certificates (or having provided such security from time to time as is sufficient to avoid such reduction) as evidenced in writing by each Rating Agency. If such corporation or association 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 8.06 the combined capital and surplus of such corporation or association shall be deemed to be its 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 this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07. The entity serving as Trustee may have normal banking and trust relationships with the Depositor and its affiliates or the Master Servicer and their affiliates; provided, however, that such entity cannot be an affiliate of the Depositor or the Master Servicer other than the Trustee in its role as successor to the Master Servicer.
Section 8.07 Resignation and Removal of the Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of resignation to the Depositor, the Master Servicer, and each Rating Agency not less than 60 days before the date specified in such notice, when, subject to Section 8.08, such resignation is to take effect, and acceptance by a successor trustee in accordance with Section 8.08 meeting the qualifications set forth in Section 8.06. If no successor trustee meeting such qualifications shall have been so appointed and have accepted appointment within 30 days after the giving of such
notice or resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with Section 8.06 and shall fail to resign after written request thereto by the Depositor, or if at any time 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 a tax is imposed with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located and the imposition of such tax would be avoided by the appointment of a different trustee, or if the Trustee shall fail to comply with its obligations set forth in the final paragraph of Section 3.23, then the Depositor or the Master Servicer may remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which shall be delivered to the Trustee, one copy to the Master Servicer and one copy to the successor trustee.
The Holders of Certificates entitled to a majority of the Voting Rights may at any time remove the Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which shall be delivered by the successor Trustee to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor so appointed. The successor trustee shall notify each Rating Agency of any removal of the Trustee.
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to this Section 8.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08.
Section 8.08 Successor Trustee. Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations.
No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of its acceptance, the successor trustee is eligible under Section 8.06 and its appointment does not adversely affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.
Section 8.09 Merger or Consolidation of the Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation shall be eligible under Section 8.06 without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 8.10 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 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider appropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by the Master Servicer 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 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
(a) To the extent necessary to effectuate the purposes of this Section 8.10, 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 as Trustee hereunder or as successor to the 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 applicable 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;
(b) No trustee hereunder shall be held personally liable because of any act or omission of any other trustee hereunder and such appointment shall not, and shall not be deemed to, constitute any such separate trustee or co-trustee as agent of the Trustee;
(c) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee; and
(d) The Trust Fund, and not the Trustee, shall be liable for the payment of reasonable compensation, reimbursement and indemnification to any such 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 separate trustees and co-trustees, when and 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 VIII. 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 8.11 Tax Matters. It is intended that the assets with respect to which any REMIC election pertaining to the Trust Fund is to be made, as set forth in the Preliminary Statement, shall constitute, and that the conduct of matters relating to such assets shall be such as to qualify such assets 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 each Trust REMIC described in the Preliminary Statement and that in such capacity it shall:
(a) prepare and file in a timely manner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the Internal Revenue Service) and prepare and file 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 Trust REMIC described in the Preliminary Statement 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 to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby;
(b) within thirty days of the Closing Date, the Trustee will apply for an employer identification number from the Internal Revenue Service via Form SS-4 or any other acceptable method for all tax entities and shall also furnish to the Internal Revenue Service, on Form 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;
(c) make an election that each REMIC be treated as a REMIC on the federal tax return for its first taxable year (and, if necessary, under applicable state law);
(d) prepare and forward 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 the calculation of any original issue discount using the prepayment assumption (as described in the Prospectus Supplement);
(e) 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 (a “Non-Permitted Transferee”), or an agent (including a broker, nominee or other middleman) of a Non-Permitted Transferee, or a pass-through entity in which a Non-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) to the extent that they are under its control, conduct matters relating to such assets at all times that any Certificates are outstanding so as to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions;
(g) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of either Trust REMIC created hereunder;
(h) pay, from the sources specified in the last paragraph of this Section 8.11, the amount of any federal or state tax, including prohibited transaction taxes as described below, imposed on either Trust REMIC before its termination 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) cause federal, state or local income tax or information returns to be signed by the Trustee or such other person as may be required to sign such returns by the Code or state or local laws, regulations or rules;
(j) maintain records relating to each of the Trust REMICs, including the income, expenses, assets, and liabilities thereof on a calendar year basis and on the accrual method of accounting and the fair market value and adjusted basis of the assets determined at such intervals as may be required by the Code, as may be necessary to prepare the foregoing returns, schedules, statements or information; and
(k) as and when necessary and appropriate, represent either Trust REMIC 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 either Trust REMIC, enter into settlement agreements with any governmental taxing agency,
extend any statute of limitations relating to any tax item of either Trust REMIC, and otherwise act on behalf of each Trust REMIC in relation to any tax matter or controversy involving it.
The Trustee shall treat the rights of the Class P Certificateholders to receive Prepayment Premiums, the rights of the Class X Certificateholders to receive amounts from the Excess Reserve Fund Account (subject to the obligation to pay Basis Risk Carry Forward Amounts) and the rights of the LIBOR Certificateholders and the Class B-1 Certificateholders and Class B-2 Certificateholders to receive Basis Risk Carry Forward Amounts as the beneficial ownership of interests in a grantor trust and not as obligations of either Trust REMIC created hereunder, for federal income tax purposes.
To enable the Trustee to perform its duties under this Agreement, the Depositor shall provide to the Trustee within ten 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 the price, yield, prepayment assumption, and projected cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor shall provide information to the Trustee concerning the value, if any, to each Class of LIBOR Certificates of the right to receive Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account. Unless otherwise advised by the Depositor in writing, for federal income tax purposes, the Trustee is hereby directed to assign a value of zero to the right of each Holder of a LIBOR Certificate and Class B-1 Certificate and Class B-2 Certificate to receive the related Basis Risk Carry Forward Amount for purposes of allocating the purchase price of a LIBOR Certificate and Class B-1 Certificate and Class B-2 Certificate acquired by an initial Holder thereof between such right and the related REMIC II Regular Certificate. Thereafter, the Depositor shall provide to the Trustee promptly upon written request therefor any additional information or data that the Trustee may, from time to time, reasonably request to enable the Trustee to perform its duties under this Agreement. 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.
If any tax is imposed on “prohibited transactions” of either Trust REMIC as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of REMIC I as defined in Section 860G(c) of the Code, on any contribution to either Trust REMIC after the Start-up Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, if applicable, any minimum tax imposed on any Trust REMIC pursuant to Sections 23153 and 24874 of the California Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee if such tax arises out of or results from negligence of the Trustee in the performance of any of its obligations under this Agreement, (ii) the Master Servicer, in the case of any such minimum tax, and otherwise if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this Agreement, or (iii) the Responsible Party if such tax arises out of or results from the Responsible Party’s obligation to repurchase a Mortgage Loan pursuant to Section 2.03, or (iv) the Purchaser, if such tax arises out of or results from the Purchaser’s obligation to repurchase a Mortgage Loan pursuant to the Representations and Warranties Agreement, or (v) in all other cases, or if the Trustee, the Responsible Party or the Master Servicer fails to honor its respective
obligations under the preceding clause (i), (ii), (iii) or (iv) any such tax will be paid with amounts otherwise to be distributed to the Certificateholders, as provided in Section 4.02(a).
For as long as each Trust REMIC shall exist, the Trustee shall act in accordance with this Agreement and shall comply with any directions of the Depositor or the Master Servicer as provided herein so as to assure such continuing treatment. The Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans unless pursuant to a repurchase in accordance with this Agreement, or of any investment of deposits in an Account, and (b) accept any contribution to either Trust REMIC after the Startup Day without receipt of a REMIC Opinion.
Section 8.12 Periodic Filings. The Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act.
(a) (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Distribution Report on Form 10-D, signed by the Depositor, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit U as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure.
Within 5 calendar days after the related Determination Date, each entity that is indicated in Exhibit U as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 15th calendar day after the related Distribution Date, an officer of the Depositor 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.
(ii) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare and file any Form 8-K, as required by the Exchange Act, in addition to 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 determined and prepared by the entity that is indicated in Exhibit U as the responsible party for providing that information.
For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event, the entity that is indicated in Exhibit U as the responsible party for providing Form 8-K Disclosure Information shall be required to provide to the Depositor, to the extent known, the form and substance of any Form 8-K Disclosure Information, if applicable. The Depositor shall compile the information provided to it, and prepare and file the Form 8-K, which shall be signed by an officer of the Depositor.
(iii) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.22 and 3.23 (including with respect to the Subservicer and any other subservicer or subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretations and conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.22 and 3.23 (including with respect to the Subservicer and any other subservicer or subcontractor, if required to be filed) and Section 3.23 with respect to the Trustee, and the Form 10-K certification in the form attached hereto as Exhibit M (the “Certification”) signed by the senior officer of the Depositor in charge of securitization. The Trustee shall receive the items described in the preceding sentence no later than March 15 of each calendar year prior to the filing deadline for the Form 10-K.
Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit U as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K Disclosure.
If information, data and exhibits to be included in the Form 10-K are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to timely obtain any information from any other party.
Prior to (x) March 10, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each entity that is indicated in Exhibit U as the responsible party for providing Additional Form 10-K Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, the form and substance of any Additional Form 10-K Disclosure Information, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove,
as the case may be, the Form 10-K by no later than March 25 of the relevant year (or the immediately preceding Business Day if March 25 is not a Business Day), an officer of the Depositor 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.
The Master Servicer shall be responsible for determining the pool concentration applicable to any subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee will provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. Any expenses incurred by the Trustee in connection with the previous sentence shall be reimbursable to the Trustee out of the Trust Fund.
(b) The Trustee shall sign a certification (in the form attached hereto as Exhibit N) for the benefit of the Depositor and its officers, directors and Affiliates in respect of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the Attestation Report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification solely with respect to the Master Servicer (in the form attached hereto as Exhibit O) for the benefit of the Depositor, the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act of 1933, as amended, and their respective officers and directors in respect of items 4 and 5 of the Certification. Each such certification shall be delivered to the Depositor and the Trustee by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit M shall be delivered to the Trustee by March 25th for filing on or prior to March 30th of each year (or if not a Business Day, the immediately preceding Business Day).
The Trustee shall indemnify the Depositor and its officers and directors 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) the failure to deliver its Assessment of Compliance as required by the last paragraph of Section 3.23, (ii) any material misstatement or omission in the Certification made in reliance on any material misstatement or omission contained in the certification provided by the Trustee in the form of Exhibit N or in the Assessment of Compliance provided pursuant to Section 3.23 or (iii) the failure to timely file any Form 10-D or Form 10-K as required hereunder; provided that the Trustee shall have no liability with respect to any failure to timely file any Form 10-D or Form 10-K resulting from or relating to the Trustee’s inability or failure to obtain any information from a party other than itself. The Trustee shall not, and shall have no obligation to, indemnify for failure of its accountants to timely deliver the accountants’ attestation required by Section 3.23. Notwithstanding the foregoing, in no event shall the Trustee be held liable for any special, indirect, incidental, punitive or consequential damages resulting from any action taken or omitted to be taken by it under Section 3.23.
The Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act of 1933, as amended, and their respective officers and directors 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) a breach of the Master Servicer’s obligations under this Section 8.12(b), Section 3.22 or Section 3.23 or (ii) any material misstatement or omission in the Certification made in reliance on any material misstatement contained in the certification provided by the Master Servicer in the form of Exhibit O or in the Officer’s Certificate provided pursuant to Section 3.22 or the Assessment of Compliance provided pursuant to Section 3.23.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified party, then (i) the Trustee agrees in connection with (a) the failure to deliver its Assessment of Compliance as required by the last paragraph of Section 3.23, (b) any material misstatement or omission in the Certification made in reliance on any material misstatement or omission contained in the certification provided by the Trustee in the form of Exhibit N or in the Assessment of Compliance provided pursuant to Section 3.23 or (c) the failure to timely file any Form 10-D or Form 10-K as required hereunder; provided that the Trustee shall have no liability with respect to any failure to timely file any Form 10-D or Form 10-K resulting from or relating to the Trustee’s inability or failure to obtain any information from a party other than itself, that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor and/or the Trustee as a result of the losses, claims, damages or liabilities of the Depositor and/or the Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as the case may be, on the one hand and the Master Servicer on the other in connection with (a) a breach of the Master Servicer’s obligations under this Section 8.12(b), Section 3.22 or Section 3.23 or (b) any material misstatement or omission in the Certification made in reliance on any material misstatement contained in the certification provided by the Master Servicer in the form of Exhibit O or in the Officer’s Certificate provided pursuant to Section 3.22 or the Assessment of Compliance provided pursuant to Section 3.23.
(c) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information.
Section 8.13 Tax Classification of the Excess Reserve Fund Account. For federal income tax purposes, the Trustee shall treat the Excess Reserve Fund Account as beneficially owned by the holders of the Class X Certificates. The Trustee shall treat the rights that each Class of LIBOR Certificates and Class B-1 Certificates and Class B-2 Certificates has to receive payments of Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account as rights to receive payments under an interest rate cap contract written by the Class X Certificateholders in favor of each Class. Accordingly, each Class of LIBOR Certificates and Class B-1 Certificates and Class B-2 Certificates will be comprised of two components – a REMIC II Regular Certificate and an interest in an interest rate cap contract, and the Class X Certificateholders will be comprised of two components – a REMIC II Regular Certificate and ownership of the Excess Reserve Fund Account, subject to an obligation to pay Basis Risk Carry Forward Amounts. The Trustee shall allocate the issue price for a Class of Certificates among the respective components for purposes of determining the issue price of the applicable REMIC II
Regular Certificates based on information received from the Depositor. Unless otherwise advised by the Depositor in writing, for federal income tax purposes, the Trustee is hereby directed to assign a value of zero to the right of each Holder of a LIBOR Certificate and Class B-1 Certificate and Class B-2 Certificate to receive the related Basis Risk Carry Forward Amount for purposes of allocating the purchase price of an initial LIBOR Certificateholder and Class B-1 Certificateholder and Class B-2 Certificateholder between such right and the related REMIC II Regular Certificate.
Section 8.14 Intention of the Parties and Interpretation. Each of the parties acknowledges and agrees that the purpose of Sections 3.22, 3.23 and 8.12 of this Agreement is to facilitate compliance by the Purchaser and the Depositor with the provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. 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 requests made by the Purchaser or the Depositor for delivery of additional or different information as the Purchaser or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Liquidation or Purchase of the Mortgage Loans. Subject to Sections 9.02 and 9.03, the obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the purchase, on the Optional Termination Date, of all Mortgage Loans (and REO Properties) at the price equal to the sum of (i) 100% of the unpaid principal balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Majority Class X Certificateholder, at the expense of such Majority Class X Certificateholder, plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rates and (y) the unpaid principal balance of each Mortgage Loan related to any REO Property, in each case plus accrued and unpaid interest thereon at the applicable Mortgage Interest Rate (“Termination Price”) and (b) the later of (i) the maturity or other Liquidation Event (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 trusts created hereby continue beyond the earlier of (i) the Latest Possible Maturity Date and (ii) the expiration of 21 years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St. James’s, living on the date hereof.
Section 9.02 Final Distribution on the Certificates. If on any Remittance Date, the Master Servicer notifies the Trustee that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Collection Account, the Trustee shall promptly send a Notice of Final Distribution to each Certificateholder. If the Master Servicer (at the direction of the Majority Class X Certificateholder) elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, by the 25th day of the month preceding the month of the final distribution, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable Termination Price of the Mortgage Loans and REO Properties. The Master Servicer shall be entitled to reasonably rely on a representation from the Majority Class X Certificateholder that it is the Majority Class X Certificateholder and is entitled under this Agreement to direct the Master Servicer to terminate the Trust Fund.
A Notice of Final Distribution, 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 the 15th day of the month of such final distribution. Any such Notice of Final Distribution shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified. The Trustee will give such Notice of Final Distribution to each Rating Agency at the time such Notice of Final Distribution is given to Certificateholders.
In the event such Notice of Final Distribution is given, the Majority Class X Certificateholder shall remit the applicable Termination Price in immediately available funds to the Master Servicer at least two Business Days prior to the applicable Distribution Date, and, upon receipt of such funds from the Majority Class X Certificateholder, the Master Servicer shall promptly deposit such funds in the Collection Account. During the time such funds are held in such Collection Account, such funds shall be invested, at the direction of the Majority Class X Certificateholder, in Permitted Investments, and the Majority Class X Certificateholder shall be entitled to all income from such investments, and shall be responsible for, and shall reimburse the Master Servicer for all losses from such investments. The Majority Class X Certificateholder shall be obligated to reimburse the Master Servicer for its reasonable out-of-pocket expenses incurred in connection with its termination of the Trust Fund at the direction of the Majority Class X Certificateholder and shall indemnify and hold harmless the Master Servicer for any losses, liabilities or expenses resulting from any claims directly resulting from or relating to the Master Servicer’s termination of the Trust Fund at the direction of the Majority Class X Certificateholder, except to the extent such losses, liabilities or expenses arise out of or result from the Master Servicer’s negligence, bad faith or willful misconduct. In connection with any such termination of the Trust Fund, the Master Servicer shall cause all funds in the Collection Account, including the applicable Termination Price for the Mortgage Loans and REO Properties, to be remitted to the Trustee for deposit in the Distribution Account on the Business Day prior to the applicable Distribution Date. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Majority Class X Certificateholder, or its designee, the Custodial Files for the Mortgage Loans.
Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class (after reimbursement of all amounts due to the Master Servicer (including all unreimbursed Advances and any Servicing Fees accrued and unpaid as of the date the Termination Price is paid), the Depositor and the Trustee hereunder), in each case on the final Distribution Date and in the order set forth in Section 4.02, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount up to an amount equal to (i) as to each Class of Regular Certificates (except the Class X Certificates), the Certificate Balance thereof plus for each such Class and the Class X Certificates accrued interest thereon in the case of an interest bearing Certificate and all other amounts to which such Classes are entitled pursuant to Section 4.02, (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above.
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 which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Class R Certificateholders shall be entitled to all unclaimed funds and other assets of the Trust Fund which remain subject hereto.
Section 9.03 Additional Termination Requirements. In the event the Master Servicer (at the direction of the Majority Class X Certificateholder) elects to terminate the Trust Fund as provided in Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel, at the expense of the electing Person, to the effect that the failure to comply with the requirements of this Section 9.03 will not (i) result in the imposition of taxes on “prohibited transactions” on any Trust REMIC as defined in Section 860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(a) The Trustee shall sell all of the assets of the Trust Fund to the Person electing to terminate the Trust Fund, or its designee, and, within 90 days of such sale, shall distribute to the Certificateholders the proceeds of such sale in complete liquidation of each of the Trust REMICs; and
(b) The Trustee shall attach a statement to the final federal income tax return for each of the Trust REMICs stating that pursuant to Treasury Regulations Section 1.860F 1, the first day of the 90 day liquidation period for each such Trust REMIC was the date on which the Trustee sold the assets of the Trust Fund to the electing Person.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment. This Agreement may be amended from time to time by the Depositor, the Responsible Party, the Master Servicer and the Trustee without the consent of any of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any defective provision herein or to supplement any provision herein which may be inconsistent with any other provision herein, (iii) to add to the duties of the Depositor or the Master Servicer, (iv) to add any other provisions with respect to matters or questions arising hereunder or (v) to modify, alter, amend, add to or rescind any of the terms or provisions contained in this Agreement; provided, that any action pursuant to clause (iv) or (v) above shall not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee or the Trust Fund), adversely affect in any material respect the interests of any Certificateholder; provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates; it being understood and agreed that any such letter in and of itself will not represent a determination as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such rating. The Trustee, the Depositor and the Master Servicer also may at any time and from time to time amend this Agreement, but without the consent of the Certificateholders to modify, eliminate or add to any of its provisions to such extent as shall be necessary or helpful to (i) maintain the qualification of each Trust REMIC under the REMIC Provisions, (ii) avoid or minimize the risk of the imposition of any tax on any Trust REMIC pursuant to the Code that would be a claim at any time prior to the final redemption of the Certificates or (iii) comply with any other requirements of the Code; provided, that the Trustee has been provided an Opinion of Counsel, 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 helpful to, as applicable, (i) maintain such qualification, (ii) avoid or minimize the risk of the imposition of such a tax or (iii) comply with any such requirements of the Code.
This Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Responsible Party and the Trustee with the consent of the Holders of Certificates evidencing Percentage Interests aggregating not less than 662/3% of each Class of Certificates affected thereby 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, however, 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) adversely affect in any material respect the interests of the Holders of any Class of Certificates in a manner other than as described in clause (i), without the consent of the Holders of Certificates of such Class evidencing, as to such Class, Percentage Interests aggregating not less than 662/3%, or (iii) reduce the aforesaid percentages of Certificates the Holders of which are required to consent to any such amendment, without the consent of the Holders of all such Certificates then outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless (i) it shall have first received an Opinion of Counsel, which opinion shall not be an expense of the Trustee or the Trust Fund, to the effect that such amendment will not cause the imposition of any tax on any Trust REMIC or the Certificateholders or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding and (ii) the party seeking such amendment shall have provided written notice to the Rating Agencies (with a copy of such notice to the Trustee) of such amendment, stating the provisions of the Agreement to be amended.
Notwithstanding the foregoing provisions of this Section 10.01, with respect to any amendment that significantly modifies the permitted activities of the Trustee or the Master Servicer, any Certificate beneficially owned by the Depositor or any of its Affiliates or by the Responsible Party or any of its Affiliates shall be deemed not to be outstanding (and shall not be considered when determining the percentage of Certificateholders consenting or when calculating the total number of Certificates entitled to consent) for purposes of determining if the requisite consents of Certificateholders under this Section 10.01 have been obtained.
Promptly after the execution of any amendment to this Agreement requiring the consent of Certificateholders, the Trustee shall furnish written notification of the substance or a copy of such amendment to each Certificateholder and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this Section 10.01 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.
Nothing in this Agreement shall require the Trustee to enter into an amendment which modifies its obligations or liabilities without its consent and in all cases without receiving an Opinion of Counsel (which Opinion shall not be an expense of the Trustee or the Trust Fund), 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 have been complied with; and (ii) either (A) the amendment does not adversely affect in any material respect the interests of any Certificateholder or (B) the conclusion set forth in the immediately preceding clause (A) is not required to be reached pursuant to this Section 10.01.
Section 10.02 Recordation of Agreement; Counterparts. 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 Master Servicer at the expense of the Trust.
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 10.03 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.
Section 10.04 Intention of Parties. It is the express intent of the parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be construed as, an absolute sale thereof. It is, further, not the intention of the parties that such conveyances be deemed a pledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Depositor, as the case may be, or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (i) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (ii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Depositor to the Trustee, for the benefit of the Certificateholders, of a security interest in all of the assets transferred, 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 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. The Depositor shall arrange for filing any Uniform Commercial Code continuation statements in connection with any security interest granted or assigned to the Trustee for the benefit of the Certificateholders.
Section 10.05 Notices. (a) The Trustee shall promptly provide notice to each Rating Agency with respect to each of the following of which it has actual knowledge:
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Any material change or amendment to this Agreement; |
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The occurrence of any Event of Default that has not been cured; |
3. The resignation or termination of the Master Servicer or the Trustee and the appointment of any successor;
4. The repurchase or substitution of Mortgage Loans pursuant to Sections 2.03, 2.07 or 3.28; and
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The final payment to Certificateholders. |
(b) In addition, the Trustee shall promptly furnish to each Rating Agency copies of the following:
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Each report to Certificateholders described in Section 4.03. |
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Any notice of a purchase of a Mortgage Loan pursuant to Section 3.28. |
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given when delivered to (a) in the case of the Depositor, to GS Mortgage Securities Corp., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Principal Finance Group/Xxxxxxxxxxx X. Xxxxxxx and Asset Management Group/Senior Asset Manager (and, in the case of the Officer’s Certificate delivered pursuant to Section 3.22, to PricewaterhouseCoopers LLP, 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, Attention: Xxxxxxxx Xxxxxxx), or such other address as may be hereafter furnished to the Trustee and the Master Servicer by the Depositor in writing; (b) in the case of the Master Servicer, to Long Beach Mortgage Company, 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel, or such other address as may be hereafter furnished to the Depositor and Trustee by the Master Servicer in writing; (c) in the case of the Trustee, to the Corporate Trust Office, or such other address as the Trustee may hereafter furnish to the Depositor and the Master Servicer, (d) in the case of the Responsible Party, Long Beach Mortgage Company, 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel, or such other address as the Responsible Party may hereafter furnish to the Depositor, the Trustee and the Master Servicer and (e) in the case of each of the Rating Agencies, the address specified therefor in the definition corresponding to the name of such Rating Agency. Notices to Certificateholders shall be deemed given when mailed, first class postage prepaid, to their respective addresses appearing in the Certificate Register.
Section 10.06 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 10.07 Assignment; Sales; Advance Facilities. (a) The Master Servicer, or the Trustee on behalf of the Trust Fund and at the direction of the Master Servicer, is hereby authorized to enter into a facility (the “Advance Facility”) with any Person which provides that such Person (an “Advancing Person”) may make all or a portion of the P&I 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 P&I Advances and/or Servicing Advances. The Trustee shall execute any acknowledgment required by the Master Servicer which the Master Servicer shall request pursuant to an Advance Facility. To the extent that an Advancing Person makes all or a portion of any P&I Advance or any Servicing Advance and provides the Trustee with notice acknowledged by the Master Servicer that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 10.07(b). Such notice from the Advancing Person shall specify the amount of the reimbursement and shall specify which Section of this Agreement permits the applicable P&I Advance or Servicing Advance to be reimbursed. The Trustee shall be entitled to rely without independent investigation on the Advancing Person’s statement with respect to the amount of any reimbursement pursuant to this Section 10.07 and with respect to the Advancing Person’s statement with respect to the Section of this Agreement that permits the applicable P&I Advance or Servicing Advance to be reimbursed. An Advancing Person whose obligations are limited to the making of P&I Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Subservicer pursuant to Article VI hereof and will not be deemed to be a Subservicer under this Agreement.
(a) If an advancing facility is entered into, then the Master Servicer shall not be permitted to reimburse itself under any Section specified or for any amount specified by the Advancing Person in the notice described under Section 10.07(a) above and acknowledged by the Master Servicer 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 3.10(a). The Trustee is hereby authorized to pay to the Advancing Person reimbursements for P&I Advances and Servicing Advances from the Distribution Account to the same extent the Master Servicer would have been permitted to reimburse itself for such P&I Advances and/or Servicing Advances in accordance with the specified Sections had the Master Servicer itself made such P&I Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Person such portion of the Servicing Fee as the Master Servicer and the Advancing Person may agree and is notified to the Trustee in writing by the Master Servicer.
(b) Notwithstanding the foregoing, none of the Depositor or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any reimbursement pursuant to this Section 10.07 (other than as set forth in subsection (b) above) nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of reimbursement amounts to the Advancing Person.
(c) All P&I 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.
Section 10.08 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, 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 created hereby, 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 herein
provided, and unless 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 10.08, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
Section 10.09 Inspection and Audit Rights. The Master Servicer agrees that, on reasonable prior notice, it will permit any representative of the Depositor or the Trustee during the Master Servicer’s normal business hours, to examine all the books of account, records, reports and other papers of the Master Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor or the Trustee and to discuss its affairs, finances and accounts relating to the Mortgage Loans with its officers, employees and independent public accountants (and by this provision the Master Servicer hereby authorizes said 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 reasonable out-of-pocket expense of the Master Servicer incident to the exercise by the Depositor or the Trustee of any right under this Section 10.09 shall be borne by the party making the request. The Master Servicer may impose commercially reasonable restrictions on dissemination of information the Master Servicer defines as confidential.
Nothing in this Section 10.09 shall limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. Nothing in this Section 10.09 shall require the Master Servicer to collect, create, collate or otherwise generate any information that it does not generate in its usual course of business. The Master Servicer shall not be required to make copies of or to ship documents to any Person who is not a party to this Agreement, and then only if provisions have been made for the reimbursement of the costs thereof.
Section 10.10 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 10.11 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
Section 10.12 Limitation of Damages. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY.
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IN WITNESS WHEREOF, the Depositor, the Trustee, the Responsible Party and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
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GS MORTGAGE SECURITIES CORP., | |
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By: |
/s/ Xxxx Xxxxx | |
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Name: Xxxx Xxxxx | |
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Title: Managing Director | |
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DEUTSCHE BANK NATIONAL TRUST COMPANY, | |
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By: |
/s/ Hang Xxx | |
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Name: Hang Xxx | |
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Title: Authorized Signer | |
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By: |
/s/ Xxxxxxx Xxxxx |
Name: Xxxxxxx Xxxxx | ||
Title: Vice President | ||
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LONG BEACH MORTGAGE COMPANY, | |
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By: |
/s/ Xxxxx Xxxx | |
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Name: Xxxxx Xxxx | |
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Title: First Vice President | |
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LONG BEACH MORTGAGE COMPANY, | |
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By: |
/s/ Xxxxx Xxxx | |
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Name: Xxxxx Xxxx | |
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Title: First Vice President |
SCHEDULE I
Mortgage Loan Schedule
M5_NAME ANUM PI ACTBAL SCHEDBAL ----------------------------------------------------------------------------------------------------------------------- LB2NDS OCT252005 COL 6229158 515.76 48033.54 47957.69 LB2NDS OCT252005 COL 6235030 322.5 31636.72 31571.27 LB2NDS OCT252005 COL 6242990 477.16 45826.94 45760.31 LB2NDS OCT252005 COL 6318917 147.14 16684.67 16676.43 LB2NDS OCT252005 COL 6345273 233.35 28801.75 28784.41 LB2NDS OCT252005 COL 6343397 262.85 27475.66 27464.67 LB2NDS OCT252005 COL 6344991 204.48 23292.19 23276.96 LB2NDS OCT252005 COL 6355649 1120.13 124398.08 124340.52 LB2NDS OCT252005 COL 6360741 236.99 24295.81 24295.81 LB2NDS OCT252005 COL 6381763 201.16 24858.7 24843.98 LB2NDS OCT252005 COL 6374172 215.72 20399.3 20340.82 LB2NDS OCT252005 COL 6382857 851.25 96554.39 96507.76 LB2NDS OCT252005 COL 6390343 183.86 21307.16 21296.42 LB2NDS OCT252005 COL 6396144 435.13 44658.62 44642.16 LB2NDS OCT252005 COL 6396803 215.4 24450.31 24450.31 LB2NDS OCT252005 COL 6391233 296.11 36613.48 36591.97 LB2NDS OCT252005 COL 6402269 285.56 29292.74 29281.8 LB2NDS OCT252005 COL 6402554 492.86 54785.15 54760.25 LB2NDS OCT252005 COL 6396182 106.98 12155.4 12149.61 LB2NDS OCT252005 COL 6410748 238.85 27134.53 27121.57 LB2NDS OCT252005 COL 6413024 118.35 13547.24 13540.65 LB2NDS OCT252005 COL 6411668 592.47 60805.65 60783.23 LB2NDS OCT252005 COL 6395552 552.35 57793.8 57771.23 LB2NDS OCT252005 COL 6412212 120.83 13729.66 13723.13 LB2NDS OCT252005 COL 6413688 141.62 17506.4 17496.08 LB2NDS OCT252005 COL 6417048 229.22 23412.52 23402.79 LB2NDS OCT252005 COL 6406463 210.44 23912.35 23900.98 LB2NDS OCT252005 COL 6429617 246.48 27994.6 27981.18 LB2NDS OCT252005 COL 6429999 268.84 29881.96 29868.36 LB2NDS OCT252005 COL 6425293 183.79 20883.42 20873.48 LB2NDS OCT252005 COL 6433949 695.92 80585.63 80544.47 LB2NDS OCT252005 COL 6425369 205.17 23312.49 23301.4 LB2NDS OCT252005 COL 6433885 310.4 35287.35 35270.72 LB2NDS OCT252005 COL 6433695 95.76 11850.39 11843.51 LB2NDS OCT252005 COL 6440103 290.93 33074.23 33058.64 LB2NDS OCT252005 COL 6440821 113.99 12945.53 12939.31 LB2NDS OCT252005 COL 6419198 175.34 19877.95 19868.26 LB2NDS OCT252005 COL 6430079 174.64 17936.24 17929.75 LB2NDS OCT252005 COL 6436245 187.65 21331.83 21321.77 LB2NDS OCT252005 COL 6444915 362.84 40872.51 40853.68 LB2NDS OCT252005 COL 6437694 537.11 55165.57 55145.64 LB2NDS OCT252005 COL 6446688 266.93 32754.03 32735.48 LB2NDS OCT252005 COL 6448559 539.84 60837.43 60809.64 LB2NDS OCT252005 COL 6423936 849 87960.34 87960.34 LB2NDS OCT252005 COL 6465542 336.29 35844.49 35809.89 LB2NDS OCT252005 COL 6455538 240.94 26929.89 26917.85 LB2NDS OCT252005 COL 6457798 209.54 22943.29 22933.55 LB2NDS OCT252005 COL 6465514 770.94 81417.45 81386.05 LB2NDS OCT252005 COL 6469260 557.42 58868.01 58845.31 LB2NDS OCT252005 COL 6468039 413.63 43682.03 43665.18 LB2NDS OCT252005 COL 6473029 436.62 54810.58 54778.19 LB2NDS OCT252005 COL 6414816 861.05 88781.28 88748.86 LB2NDS OCT252005 COL 6467671 282.14 28543.15 28533.36 LB2NDS OCT252005 COL 6468457 227.44 25631.78 25620.07 LB2NDS OCT252005 COL 6474658 298.74 33993.19 33961.57 LB2NDS OCT252005 COL 6440056 208.97 21546.91 21539.04 LB2NDS OCT252005 COL 6457236 360.91 38114.52 38099.82 LB2NDS OCT252005 COL 6447910 1889.55 199453.81 199375.97 LB2NDS OCT252005 COL 6456629 238.09 24956.18 24944.78 LB2NDS OCT252005 COL 6463789 565.63 64820.05 64789.19 LB2NDS OCT252005 COL 6468314 186.7 19945.82 19937.8 LB2NDS OCT252005 COL 6474981 254.04 31889.74 31870.89 LB2NDS OCT252005 COL 6476095 226.25 25928.04 25915.7 LB2NDS OCT252005 COL 6477445 530.13 65086.36 65049.8 LB2NDS OCT252005 COL 6477459 322.68 39616.96 39594.71 LB2NDS OCT252005 COL 6478160 880.48 89420.09 89389.1 LB2NDS OCT252005 COL 6479308 825.24 93002.53 92960.06 LB2NDS OCT252005 COL 6471569 604.66 63856.12 63831.49 LB2NDS OCT252005 COL 6472384 325.54 32934.41 32923.12 LB2NDS OCT252005 COL 6478097 286.08 28911.41 28901.19 LB2NDS OCT252005 COL 6481987 141.6 15931.73 15924.22 LB2NDS OCT252005 COL 6470842 143.81 16355.4 16347.75 LB2NDS OCT252005 COL 6479248 249.43 26350.97 26340.89 LB2NDS OCT252005 COL 6482169 231.26 23819.21 23786.24 LB2NDS OCT252005 COL 6463805 400.21 40502.16 40488.41 LB2NDS OCT252005 COL 6464476 203.22 20565.26 20558.27 LB2NDS OCT252005 COL 6483973 194.52 21930.6 21920.66 LB2NDS OCT252005 COL 6471594 374.87 37924.51 37924.51 LB2NDS OCT252005 COL 6473900 1136.3 128059.29 128000.82 LB2NDS OCT252005 COL 6490025 222.07 25268.91 25257.2 LB2NDS OCT252005 COL 6466692 230 26895.95 26882.24 LB2NDS OCT252005 COL 6469684 810.89 82064.63 82036.77 LB2NDS OCT252005 COL 6485396 548.8 67388.54 67350.77 LB2NDS OCT252005 COL 6489067 531.89 66808.38 66769.2 LB2NDS OCT252005 COL 6451887 169.63 19777.99 19766.58 LB2NDS OCT252005 COL 6472952 266.28 32710.92 32692.7 LB2NDS OCT252005 COL 6473217 731.41 75441.48 75414.19 LB2NDS OCT252005 COL 6473641 208.68 21942.94 21942.94 LB2NDS OCT252005 COL 6476794 666.05 83610.98 83610.98 LB2NDS OCT252005 COL 6489094 516.89 59263.56 59235.59 LB2NDS OCT252005 COL 6495902 124.66 11457.68 11428.5 LB2NDS OCT252005 COL 6472066 276.04 30238.04 30225.32 LB2NDS OCT252005 COL 6487379 136.14 13777.25 13772.57 LB2NDS OCT252005 COL 6494931 259.79 31913.08 31895.3 LB2NDS OCT252005 COL 6496280 343.72 39111.64 39093.52 LB2NDS OCT252005 COL 6477326 1310.89 137801.79 137748.34 LB2NDS OCT252005 COL 6485284 476.32 59793.3 59793.3 LB2NDS OCT252005 COL 6485848 396.93 49604.63 49573.53 LB2NDS OCT252005 COL 6491673 189.71 19963.28 19955.73 LB2NDS OCT252005 COL 6494816 833.57 91119.39 91079.32 LB2NDS OCT252005 COL 6497416 255.16 29034.4 29020.95 LB2NDS OCT252005 COL 6500666 329.28 37911.49 37893.4 LB2NDS OCT252005 COL 6478635 653.79 69097.73 69045.19 LB2NDS OCT252005 COL 6498126 611.62 61897.88 61876.87 LB2NDS OCT252005 COL 6500640 321.4 32526.33 32515.29 LB2NDS OCT252005 COL 6505622 228.63 28689.3 28689.3 LB2NDS OCT252005 COL 6464595 590.15 60669.32 60645.42 LB2NDS OCT252005 COL 6470731 847.57 88771.63 88737.8 LB2NDS OCT252005 COL 6474245 268.32 31121.2 31103.15 LB2NDS OCT252005 COL 6488625 111.14 13951.76 13951.76 LB2NDS OCT252005 COL 6489225 321.98 36914.85 36897.42 LB2NDS OCT252005 COL 6494790 306.11 34512.79 34497.16 LB2NDS OCT252005 COL 6495227 325.01 34349.14 34323.01 LB2NDS OCT252005 COL 6497734 512.08 58268.33 58241.33 LB2NDS OCT252005 COL 6498661 289.7 31734.39 31721.04 LB2NDS OCT252005 COL 6499309 676.73 68487.01 68463.76 LB2NDS OCT252005 COL 6500112 227.81 25881.49 25869.14 LB2NDS OCT252005 COL 6500281 469.91 53852.23 53826.6 LB2NDS OCT252005 COL 6502313 202.03 18569.38 18522.09 LB2NDS OCT252005 COL 6502482 369.15 46303.68 46276.02 LB2NDS OCT252005 COL 6505971 300.89 27725.93 27585.67 LB2NDS OCT252005 COL 6456012 648.81 68216.18 68189.84 LB2NDS OCT252005 COL 6458024 696.58 71849.04 71823.05 LB2NDS OCT252005 COL 6470748 836.55 107409.17 107342.39 LB2NDS OCT252005 COL 6471151 537.92 54430.98 54412.42 LB2NDS OCT252005 COL 6496485 708.82 89836.99 89783.23 LB2NDS OCT252005 COL 6498379 962.97 112726.66 112670.67 LB2NDS OCT252005 COL 6501446 407.12 47833.25 47833.25 LB2NDS OCT252005 COL 6501625 96.28 10950.16 10950.16 LB2NDS OCT252005 COL 6503579 701.48 76842.59 76810.28 LB2NDS OCT252005 COL 6503888 302.33 31940.62 31928.42 LB2NDS OCT252005 COL 6504127 140.3 15956.82 15949.36 LB2NDS OCT252005 COL 6504341 302.33 31928.42 31928.42 LB2NDS OCT252005 COL 6504896 392.83 44662.53 44641.52 LB2NDS OCT252005 COL 6505192 566.87 59888.64 59865.76 LB2NDS OCT252005 COL 6505257 391.74 42858.32 42839.8 LB2NDS OCT252005 COL 6505576 811.06 92806.48 92757.21 LB2NDS OCT252005 COL 6506028 157.95 17959.51 17951.21 LB2NDS OCT252005 COL 6506400 345.14 38561.79 38561.79 LB2NDS OCT252005 COL 6506611 333.74 37284.51 37267.69 LB2NDS OCT252005 COL 6506628 358.52 46060.93 46032.51 LB2NDS OCT252005 COL 6507175 408.99 46869.89 46869.89 LB2NDS OCT252005 COL 6509128 1402.94 159639.34 159565.4 LB2NDS OCT252005 COL 6508417 167.71 16955.31 16949.38 LB2NDS OCT252005 COL 6509229 117.5 13369.85 13357.41 LB2NDS OCT252005 COL 6512592 339.38 38928.6 38910.38 LB2NDS OCT252005 COL 6505444 664.89 67311.62 00000 XX0XXX XXX000000 XXX 6493307 1140.37 115269.53 115229.02 LB2NDS OCT252005 COL 6494478 94.18 11568.46 11562.01 LB2NDS OCT252005 COL 6501810 240.51 26357 26346.02 LB2NDS OCT252005 COL 6505335 140.72 15871.79 15864.66 LB2NDS OCT252005 COL 6500210 200.98 22878.8 22868.29 LB2NDS OCT252005 COL 6510700 203.25 23138.37 23127.75 LB2NDS OCT252005 COL 6488388 336.36 30895.49 30816.59 LB2NDS OCT252005 COL 6511470 224.47 25554.03 25542.3 LB2NDS OCT252005 COL 6510472 165.37 18825.09 18816.44 LB2NDS OCT252005 COL 6510318 236.39 24514.6 24479.43 LB2NDS OCT252005 COL 6493757 156.7 17164.8 17157.58 LB2NDS OCT252005 COL 6507855 388.17 44189.9 44169.61 LB2NDS OCT252005 COL 6502906 739.84 83431.13 83393.5 LB2NDS OCT252005 COL 6504785 267.66 29332.14 29319.91 LB2NDS OCT252005 COL 6495215 339.34 41686.5 41663.28 LB2NDS OCT252005 COL 6481501 295 33837.94 33822.1 LB2NDS OCT252005 COL 6519844 368.58 45301.7 45276.66 LB2NDS OCT252005 COL 6502169 532.51 53891.05 53891.05 LB2NDS OCT252005 COL 6502981 133.32 15176.67 15169.7 LB2NDS OCT252005 COL 6503824 369.87 40533.9 40517.01 LB2NDS OCT252005 COL 6512801 543.93 66818.02 66818.02 LB2NDS OCT252005 COL 6513416 212.43 24469.64 24458.06 LB2NDS OCT252005 COL 6514916 126.27 14372.64 14366.02 LB2NDS OCT252005 COL 6515488 330.49 34928.27 34915.05 LB2NDS OCT252005 COL 6515868 324.43 36779.08 36779.08 LB2NDS OCT252005 COL 6516605 266.35 26964.6 26955.54 LB2NDS OCT252005 COL 6503546 935.33 98853.7 98816.29 LB2NDS OCT252005 COL 6503652 322.32 33917.61 33904.79 LB2NDS OCT252005 COL 6509020 788.52 90831.7 90788.76 LB2NDS OCT252005 COL 6510121 227.98 25941.38 25941.38 LB2NDS OCT252005 COL 6511898 455.76 46139.4 46123.89 LB2NDS OCT252005 COL 6519704 627.15 78819.93 78774.08 LB2NDS OCT252005 COL 6497696 919.4 93108.79 93046.52 LB2NDS OCT252005 COL 6499282 774.72 81847.59 81816.32 LB2NDS OCT252005 COL 6504328 670.51 70865.11 70838.29 LB2NDS OCT252005 COL 6506730 659.61 75661.26 75625.86 LB2NDS OCT252005 COL 6509222 178.88 20363.34 20353.98 LB2NDS OCT252005 COL 6509474 619.05 77718.74 77718.74 LB2NDS OCT252005 COL 6511211 820.59 94480.12 94480.12 LB2NDS OCT252005 COL 6511297 232.31 25458.46 25447.85 LB2NDS OCT252005 COL 6513525 389.66 39448.21 39434.95 LB2NDS OCT252005 COL 6514897 533.77 61486.05 61456.98 LB2NDS OCT252005 COL 6515476 1187.12 136746.59 136681.93 LB2NDS OCT252005 COL 6516455 475.49 48152.81 48120.59 LB2NDS OCT252005 COL 6516631 282.47 36290.43 36290.43 LB2NDS OCT252005 COL 6517224 610.38 66890.9 66863.03 LB2NDS OCT252005 COL 6519218 126.93 14448.97 14442.33 LB2NDS OCT252005 COL 6519306 699.14 73862.65 73862.65 LB2NDS OCT252005 COL 6520145 93.83 10674.7 10669.74 LB2NDS OCT252005 COL 6520220 535.81 65820.75 65820.75 LB2NDS OCT252005 COL 6520429 252.36 28727 28713.79 LB2NDS OCT252005 COL 6521419 260.89 29911.1 29911.1 LB2NDS OCT252005 COL 6521636 805.86 92827.95 92784.05 LB2NDS OCT252005 COL 6522691 336.71 38331.03 38313.43 LB2NDS OCT252005 COL 6523057 203.89 23375.68 23364.64 LB2NDS OCT252005 COL 6524259 554.91 69740.65 69700.08 LB2NDS OCT252005 COL 6512470 854.3 88874.06 88841.85 LB2NDS OCT252005 COL 6520133 164.67 18745.6 18736.99 LB2NDS OCT252005 COL 6521399 99.09 11279.68 11274.49 LB2NDS OCT252005 COL 6522403 295.95 29960.64 29950.56 LB2NDS OCT252005 COL 6523124 303.39 34537.86 00000 XX0XXX XXX000000 XXX 6524083 102.59 11678.99 11673.63 LB2NDS OCT252005 COL 6485873 661.15 71260.19 71231.47 LB2NDS OCT252005 COL 6508184 355.3 38936.47 38920.24 LB2NDS OCT252005 COL 6508688 394.6 39872.1 39857.95 LB2NDS OCT252005 COL 6512149 622.92 66841.49 66814.57 LB2NDS OCT252005 COL 6519099 140.3 15971.24 15963.9 LB2NDS OCT252005 COL 6519187 906.99 95858.12 95821.84 LB2NDS OCT252005 COL 6519617 221.9 25465.14 25441.42 LB2NDS OCT252005 COL 6519905 780.98 95991.8 95938.76 LB2NDS OCT252005 COL 6520446 273.88 31177.65 31163.32 LB2NDS OCT252005 COL 6522702 126.27 14367.51 14367.51 LB2NDS OCT252005 COL 6522759 264.18 30087.57 30060.05 LB2NDS OCT252005 COL 6525408 180.24 20694.09 20694.09 LB2NDS OCT252005 COL 6525937 152.57 17368.76 17360.78 LB2NDS OCT252005 COL 6501576 357 41104.35 41084.75 LB2NDS OCT252005 COL 6507891 689.69 72892.11 72864.52 LB2NDS OCT252005 COL 6509367 194.26 21911.47 21901.63 LB2NDS OCT252005 COL 6513435 797.69 93819.88 93819.88 LB2NDS OCT252005 COL 6514382 110.49 12457.82 12451.04 LB2NDS OCT252005 COL 6519812 1613.25 171181.9 171116.42 LB2NDS OCT252005 COL 6522738 219.5 24987.54 24976.06 LB2NDS OCT252005 COL 6523609 288.84 26246.51 26181.86 LB2NDS OCT252005 COL 6524896 447.72 47126.36 47108.67 LB2NDS OCT252005 COL 6527724 219.21 24955.11 24943.65 LB2NDS OCT252005 COL 6528854 682.72 85803.96 85754.04 LB2NDS OCT252005 COL 6483119 227.66 23955.9 23946.84 LB2NDS OCT252005 COL 6511990 416.01 42940.46 42925.23 LB2NDS OCT252005 COL 6517185 530.99 59894.72 59867.84 LB2NDS OCT252005 COL 6494847 835.41 94149.5 94149.5 LB2NDS OCT252005 COL 6507393 355.13 35940.71 35928.51 LB2NDS OCT252005 COL 6522851 571.9 65846.36 65814.95 LB2NDS OCT252005 COL 6529897 619.77 65503.08 65478.3 LB2NDS OCT252005 COL 6510075 690.53 69884.75 69884.75 LB2NDS OCT252005 COL 6515073 1417.82 146095.93 146041.67 LB2NDS OCT252005 COL 6515501 278.88 29366.76 29344.84 LB2NDS OCT252005 COL 6519290 319.27 32937.88 32926.03 LB2NDS OCT252005 COL 6525067 575.23 64885.97 64856.86 LB2NDS OCT252005 COL 6525506 585.76 67474.96 67443.06 LB2NDS OCT252005 COL 6526244 1586.06 186635.41 186542.43 LB2NDS OCT252005 COL 6526513 548.68 61891.24 61863.48 LB2NDS OCT252005 COL 6526582 349.09 42906.92 42883.21 LB2NDS OCT252005 COL 6527828 584.08 65848.89 65819.04 LB2NDS OCT252005 COL 6528458 857.84 98816.89 98770.17 LB2NDS OCT252005 COL 6529133 753.86 86839.09 86798.03 LB2NDS OCT252005 COL 6514087 605.7 61319.49 61298.88 LB2NDS OCT252005 COL 6515123 863.45 87654.16 87654.16 LB2NDS OCT252005 COL 6515126 794.71 89637.17 89596.91 LB2NDS OCT252005 COL 6530203 861.99 87265.41 87236.08 LB2NDS OCT252005 COL 6533764 566.39 63887.7 63859.03 LB2NDS OCT252005 COL 6529700 660.02 69782.93 69756.77 LB2NDS OCT252005 COL 6534252 319.45 32984.87 32973.28 LB2NDS OCT252005 COL 6511071 1231.5 137763 137702.49 LB2NDS OCT252005 COL 6524295 554.57 63846.47 63815.97 LB2NDS OCT252005 COL 6524540 1182.65 109900.45 109619.9 LB2NDS OCT252005 COL 6524637 843.98 97219.85 97173.88 LB2NDS OCT252005 COL 6497210 651.79 74883.53 74846.41 LB2NDS OCT252005 COL 6498715 740.91 81867.89 81833.09 LB2NDS OCT252005 COL 6510676 126.18 14281.1 14272.74 LB2NDS OCT252005 COL 6513539 977.83 105477.03 105435.31 LB2NDS OCT252005 COL 6514074 362.8 38357.61 38343.22 LB2NDS OCT252005 COL 6514407 644.96 65316.01 65294.27 LB2NDS OCT252005 COL 6514659 621.49 62875.59 62854.04 LB2NDS OCT252005 COL 6517335 230.38 23974.62 23966.01 LB2NDS OCT252005 COL 6517732 366.78 37056.61 37043.41 LB2NDS OCT252005 COL 6518179 270.9 27870.09 27859.31 LB2NDS OCT252005 COL 6520917 460.17 51929.87 51906.78 LB2NDS OCT252005 COL 6521218 646.82 70884.38 70854.84 LB2NDS OCT252005 COL 6521252 315.68 31959 31948.26 LB2NDS OCT252005 COL 6521781 872.05 88257.31 88227.38 LB2NDS OCT252005 COL 6523186 787.63 88883.38 88843.85 LB2NDS OCT252005 COL 6523380 633.32 71469.22 71437.43 LB2NDS OCT252005 COL 6523698 880.06 96840.37 96840.37 LB2NDS OCT252005 COL 6524190 202.77 23367.65 23356.69 LB2NDS OCT252005 COL 6524196 628.92 72445.72 72445.72 LB2NDS OCT252005 COL 6525026 637.18 71873.7 71841.46 LB2NDS OCT252005 COL 6525304 754.63 77919.36 77891.98 LB2NDS OCT252005 COL 6525579 286.08 28961.98 28961.98 LB2NDS OCT252005 COL 6525843 529.08 55938.2 55917.23 LB2NDS OCT252005 COL 6526783 337.07 36795.4 36828.26 LB2NDS OCT252005 COL 6527082 260.19 29361.45 29348.39 LB2NDS OCT252005 COL 6528731 368.05 40334.14 40317.33 LB2NDS OCT252005 COL 6528914 568.28 69886.8 69848.49 LB2NDS OCT252005 COL 6529590 645.02 67925.77 67900.57 LB2NDS OCT252005 COL 6529753 174.4 15885.83 15847.12 LB2NDS OCT252005 COL 6530052 295.87 33953.51 33937.76 LB2NDS OCT252005 COL 6530171 302.51 34438.05 34438.05 LB2NDS OCT252005 COL 6530667 147.13 16756.48 16748.85 LB2NDS OCT252005 COL 6530826 287.38 36117.47 36117.47 LB2NDS OCT252005 COL 6530856 338.62 34963.81 34951.52 LB2NDS OCT252005 COL 6531138 530.97 56116.93 56116.93 LB2NDS OCT252005 COL 6531167 814.52 93771.18 93726.37 LB2NDS OCT252005 COL 6531315 599.57 68805.8 68773.88 LB2NDS OCT252005 COL 6531504 1382.95 159379.5 159304.79 LB2NDS OCT252005 COL 6531879 148.68 16785.38 16770.51 LB2NDS OCT252005 COL 6532452 693.21 79889.47 79852.02 LB2NDS OCT252005 COL 6532463 576.32 60932.68 60909.83 LB2NDS OCT252005 COL 6532516 578.21 61132.46 61109.54 LB2NDS OCT252005 COL 6532848 654.01 67553.63 67506.39 LB2NDS OCT252005 COL 6533117 557.54 62917.44 62889.46 LB2NDS OCT252005 COL 6533314 478.61 54899.32 54899.32 LB2NDS OCT252005 COL 6533337 364.41 39951.34 39934.84 LB2NDS OCT252005 COL 6533380 907.56 91855.51 91824.4 LB2NDS OCT252005 COL 6533585 386.99 39949.53 39935.4 LB2NDS OCT252005 COL 6533827 205.71 22503.16 22493.42 LB2NDS OCT252005 COL 6533852 566.87 59933.66 59911.19 LB2NDS OCT252005 COL 6533867 1105.39 116870.91 116827.1 LB2NDS OCT252005 COL 6534115 277.08 31571.86 31543.25 LB2NDS OCT252005 COL 6534121 878.01 110347.9 110347.9 LB2NDS OCT252005 COL 6534123 201.63 22963.75 22953.29 LB2NDS OCT252005 COL 6534281 238.69 26168.13 26157.32 LB2NDS OCT252005 COL 6534411 1364.13 140854.26 140804.77 LB2NDS OCT252005 COL 6534585 1083.57 111884.22 111844.9 LB2NDS OCT252005 COL 6534600 350.26 39891.68 39873.52 LB2NDS OCT252005 COL 6534609 558.66 71860.88 71817.22 LB2NDS OCT252005 COL 6534633 638.53 65931.78 65908.61 LB2NDS OCT252005 COL 6534675 226.89 22977.5 22969.85 LB2NDS OCT252005 COL 6534829 508.29 53740.65 53720.5 LB2NDS OCT252005 COL 6534830 215.53 24547.03 24535.85 LB2NDS OCT252005 COL 6535120 248.52 26141.62 26121.57 LB2NDS OCT252005 COL 6535168 693.21 79852.02 79852.02 LB2NDS OCT252005 COL 6535173 164.64 18973.75 18964.85 LB2NDS OCT252005 COL 6535405 701.88 80887.94 80850.02 LB2NDS OCT252005 COL 6535555 500.42 58884.94 58884.94 LB2NDS OCT252005 COL 6535605 386.99 39972.56 39944.6 LB2NDS OCT252005 COL 6535755 544.17 62712.4 62682.99 LB2NDS OCT252005 COL 6535799 262.25 23830.13 23830.13 LB2NDS OCT252005 COL 6535854 260.42 29646.66 29646.66 LB2NDS OCT252005 COL 6536079 675.88 77891.99 77855.47 LB2NDS OCT252005 COL 6536198 483.74 49948.31 49930.75 LB2NDS OCT252005 COL 6536262 107.4 9926.95 9902.19 LB2NDS OCT252005 COL 6536312 554.57 63881.6 63881.6 LB2NDS OCT252005 COL 6536598 359.71 37141.55 37128.49 LB2NDS OCT252005 COL 6536752 266.74 30379.18 30365.35 LB2NDS OCT252005 COL 6536794 658.55 75859.41 75859.41 LB2NDS OCT252005 COL 6536880 1000.52 105783.15 105743.49 LB2NDS OCT252005 COL 6537080 1032.01 129777.61 129702.71 LB2NDS OCT252005 COL 6537230 1145.07 121066.28 121020.9 LB2NDS OCT252005 COL 6537316 677.66 74906.17 74874.58 LB2NDS OCT252005 COL 6537338 224.46 23184.07 23167.84 LB2NDS OCT252005 COL 6537499 251.32 26570.63 26560.66 LB2NDS OCT252005 COL 6537832 797.19 91872.89 91829.82 LB2NDS OCT252005 COL 6537865 701.88 80888.06 80850.14 LB2NDS OCT252005 COL 6537898 481.89 53930.75 53907.27 LB2NDS OCT252005 COL 6538059 205.01 23348.63 00000 XX0XXX XXX000000 XXX 6538064 574.14 58143.02 58123.66 LB2NDS OCT252005 COL 6538109 647.58 67926.59 67901.67 LB2NDS OCT252005 COL 6538170 1133.73 119867.61 119822.68 LB2NDS OCT252005 COL 6538427 214.98 27033.87 27018.26 LB2NDS OCT252005 COL 6538443 299.92 30967.85 30956.96 LB2NDS OCT252005 COL 6538480 477.93 49342.67 49325.27 LB2NDS OCT252005 COL 6538541 315.63 30725.18 30715.52 LB2NDS OCT252005 COL 6538575 762.53 87878.41 87837.22 LB2NDS OCT252005 COL 6538997 407.31 42056.46 42041.68 LB2NDS OCT252005 COL 6539024 379.35 39169.46 39155.69 LB2NDS OCT252005 COL 6539180 284.1 32353.8 32339.05 LB2NDS OCT252005 COL 6539188 232.23 26749.96 26749.96 LB2NDS OCT252005 COL 6539198 239.04 25172.48 25163.14 LB2NDS OCT252005 COL 6539341 271.22 31242.1 31242.1 LB2NDS OCT252005 COL 6539500 1089.96 99274.52 99032.53 LB2NDS OCT252005 COL 6539674 109.41 11567.21 11562.87 LB2NDS OCT252005 COL 6539727 287.92 33751.28 33734.78 LB2NDS OCT252005 COL 6539741 762.44 87868.44 87827.25 LB2NDS OCT252005 COL 6539776 383 44138.93 44118.24 LB2NDS OCT252005 COL 6539789 412.4 46518.25 46518.25 LB2NDS OCT252005 COL 6539906 213.08 24267.39 24256.34 LB2NDS OCT252005 COL 6539931 457.85 58894.19 58858.42 LB2NDS OCT252005 COL 6539986 201.68 22959.05 22948.5 LB2NDS OCT252005 COL 6540005 393.76 49474.39 49474.39 LB2NDS OCT252005 COL 6540009 377.32 38959.67 38945.97 LB2NDS OCT252005 COL 6540104 228.68 20830.3 20779.55 LB2NDS OCT252005 COL 6540164 277.29 31955.78 31940.79 LB2NDS OCT252005 COL 6540210 140.3 15973.74 15966.42 LB2NDS OCT252005 COL 6540347 254.54 32741.17 32721.28 LB2NDS OCT252005 COL 6540376 204.07 22369.94 22360.67 LB2NDS OCT252005 COL 6540502 304.36 29673.95 29665.09 LB2NDS OCT252005 COL 6540551 335.72 38514.33 38496.35 LB2NDS OCT252005 COL 6540558 167.71 16988.95 16977.68 LB2NDS OCT252005 COL 6540754 156.64 17983.65 17967.03 LB2NDS OCT252005 COL 6540802 322.35 37120.43 37120.43 LB2NDS OCT252005 COL 6540814 216.63 24953.74 24953.74 LB2NDS OCT252005 COL 6540846 353.54 40722.16 40702.88 LB2NDS OCT252005 COL 6541032 201.68 22969.13 22958.67 LB2NDS OCT252005 COL 6541049 1047.89 131745.18 131668.91 LB2NDS OCT252005 COL 6541082 606.56 69903.28 69870.51 LB2NDS OCT252005 COL 6541233 368.28 38936.98 38922.38 LB2NDS OCT252005 COL 6541263 155.98 17975.06 17966.63 LB2NDS OCT252005 COL 6541269 696.58 71922.09 71896.78 LB2NDS OCT252005 COL 6541270 682.5 66541.59 66521.73 LB2NDS OCT252005 COL 6541340 586.99 64354.66 64328.09 LB2NDS OCT252005 COL 6541383 395.94 45437.8 45416.72 LB2NDS OCT252005 COL 6541430 580.48 59937.99 59916.93 LB2NDS OCT252005 COL 6541499 733.9 90253.8 90204.32 LB2NDS OCT252005 COL 6541538 332.84 33706.98 33695.76 LB2NDS OCT252005 COL 6541561 287.75 26211.4 26147.54 LB2NDS OCT252005 COL 6541673 665.04 72911.24 72881.14 LB2NDS OCT252005 COL 6541708 113.99 12982.57 12976.66 LB2NDS OCT252005 COL 6541721 237.37 29825.23 29807.82 LB2NDS OCT252005 COL 6541745 162.41 14793.68 14757.63 LB2NDS OCT252005 COL 6541846 223.91 24776.94 24776.94 LB2NDS OCT252005 COL 6541954 690.61 79552.57 79552.57 LB2NDS OCT252005 COL 6542023 284.89 27767.32 27767.32 LB2NDS OCT252005 COL 6542090 723.49 70558.93 70517.04 LB2NDS OCT252005 COL 6542336 551.31 64873.25 64873.25 LB2NDS OCT252005 COL 6542427 344.47 37156.65 37141.95 LB2NDS OCT252005 COL 6542623 250.05 24378.58 24371.3 LB2NDS OCT252005 COL 6542627 587.38 67407.73 67376.46 LB2NDS OCT252005 COL 6542712 343.14 39526.74 39526.74 LB2NDS OCT252005 COL 6542715 641.22 73897.76 73863.12 LB2NDS OCT252005 COL 6542747 558.37 59008.7 59008.7 LB2NDS OCT252005 COL 6542946 163.82 19895.65 19884.36 LB2NDS OCT252005 COL 6543042 571.73 65888.83 65857.94 LB2NDS OCT252005 COL 6543082 507.06 49436.61 49421.86 LB2NDS OCT252005 COL 6543120 419.06 42424.29 42424.29 LB2NDS OCT252005 COL 6543363 334.27 35340.94 35327.68 LB2NDS OCT252005 COL 6543413 200.66 20718.54 20711.25 LB2NDS OCT252005 COL 6543579 825.97 80529.31 80505.28 LB2NDS OCT252005 COL 6543756 212.14 24160.54 24149.54 LB2NDS OCT252005 COL 6543830 287.97 29968.3 29957.54 LB2NDS OCT252005 COL 6543852 1220.53 111181.12 110910.26 LB2NDS OCT252005 COL 6543872 476.58 54924.01 54898.26 LB2NDS OCT252005 COL 6543927 635.53 66926.87 66902.05 LB2NDS OCT252005 COL 6543940 531.89 66885.88 66847.27 LB2NDS OCT252005 COL 6544094 415.93 47933.67 47911.2 LB2NDS OCT252005 COL 6544168 355.3 38968.51 38936.47 LB2NDS OCT252005 COL 6544207 542.57 54946.15 54927.86 LB2NDS OCT252005 COL 6544216 289.28 29857.13 29857.13 LB2NDS OCT252005 COL 6544329 485.08 55902.63 55876.42 LB2NDS OCT252005 COL 6544737 707.98 79859.65 79859.65 LB2NDS OCT252005 COL 6544748 240.52 27393.19 27380.72 LB2NDS OCT252005 COL 6545307 922.19 97853.61 97853.61 LB2NDS OCT252005 COL 6545639 637.01 71885.67 71853.7 LB2NDS OCT252005 COL 6545751 187.07 19696.78 19680.39 LB2NDS OCT252005 COL 6546058 340.97 41911.3 41888.16 LB2NDS OCT252005 COL 6546132 305.01 29745.67 00000 XX0XXX XXX000000 XXX 6546851 377.8 43539.75 43519.34 LB2NDS OCT252005 COL 6547900 623.89 71900.52 71866.81 LB2NDS OCT252005 COL 6548095 581.85 59938.38 59917.45 LB2NDS OCT252005 COL 6509692 1256.56 132853.24 132803.43 LB2NDS OCT252005 COL 6510279 345.48 39292.95 39292.95 LB2NDS OCT252005 COL 6514643 519.91 59917.09 00000 XX0XXX XXX000000 XXX 6519052 344.26 38848.28 38830.99 LB2NDS OCT252005 COL 6520277 236.87 25946.15 25946.15 LB2NDS OCT252005 COL 6520935 491.1 51903.17 51903.17 LB2NDS OCT252005 COL 6521509 338.62 34951.52 34939.11 LB2NDS OCT252005 COL 6521647 571.97 57923.24 57903.95 LB2NDS OCT252005 COL 6521799 184.4 21138.95 21138.95 LB2NDS OCT252005 COL 6522034 232.22 26762.98 26750.44 LB2NDS OCT252005 COL 6523095 633.77 73036.58 73002.32 LB2NDS OCT252005 COL 6523216 1548.78 156794.13 156741.43 LB2NDS OCT252005 COL 6523607 363.94 41883.95 41883.95 LB2NDS OCT252005 COL 6523708 482.84 52935.55 52913.69 LB2NDS OCT252005 COL 6523816 277.65 34144.68 34125.96 LB2NDS OCT252005 COL 6523916 1282.44 135590.24 135539.41 LB2NDS OCT252005 COL 6524521 725.68 81856.15 81856.15 LB2NDS OCT252005 COL 6524594 996.49 114841.11 114787.27 LB2NDS OCT252005 COL 6524678 138.48 15169.88 15163.5 LB2NDS OCT252005 COL 6526160 923.46 118786.6 118714.44 LB2NDS OCT252005 COL 6526675 412.46 47107 47107 LB2NDS OCT252005 COL 6528217 302.33 31952.71 31952.71 LB2NDS OCT252005 COL 6528224 481.22 55198.78 55198.78 LB2NDS OCT252005 COL 6528868 149.07 16977.18 16969.45 LB2NDS OCT252005 COL 6528910 247.8 27963.29 27950.85 LB2NDS OCT252005 COL 6529497 344.42 35561.61 35549.1 LB2NDS OCT252005 COL 6530049 246.62 24907.02 24898.05 LB2NDS OCT252005 COL 6530084 1161.13 133752.12 133752.12 LB2NDS OCT252005 COL 6530166 350.43 36183.55 36170.83 LB2NDS OCT252005 COL 6530252 189.66 17275.84 17233.74 LB2NDS OCT252005 COL 6530281 968.76 111645.53 111593.19 LB2NDS OCT252005 COL 6530571 783.65 80887.84 80859.14 LB2NDS OCT252005 COL 6530640 606.56 69903.28 69870.51 LB2NDS OCT252005 COL 6530656 164.64 18964.85 18964.85 LB2NDS OCT252005 COL 6531024 539.83 67854.25 67814.85 LB2NDS OCT252005 COL 6531642 177.81 18001.38 18001.38 LB2NDS OCT252005 COL 6531894 1560.01 144924.65 144560.27 LB2NDS OCT252005 COL 6532842 210.44 23956.55 23945.55 LB2NDS OCT252005 COL 6532895 121.01 13781.47 13775.19 LB2NDS OCT252005 COL 6532961 166.71 20896.92 20884.32 LB2NDS OCT252005 COL 6532966 355.3 38947.78 38931.65 LB2NDS OCT252005 COL 6533060 473.97 48939.34 48922.14 LB2NDS OCT252005 COL 6533261 375.07 46125.27 46099.98 LB2NDS OCT252005 COL 6533285 570.18 57724.24 57724.24 LB2NDS OCT252005 COL 6533335 721.81 76315.71 76287.1 LB2NDS OCT252005 COL 6533678 89.44 10185.23 10180.58 LB2NDS OCT252005 COL 6533755 336.12 37946.96 37913.35 LB2NDS OCT252005 COL 6534050 416.52 48826.52 48802.65 LB2NDS OCT252005 COL 6534173 360.47 41542.52 41523.04 LB2NDS OCT252005 COL 6534446 1054.75 115637.23 115589.49 LB2NDS OCT252005 COL 6534498 327.01 40192.8 40192.8 LB2NDS OCT252005 COL 6534771 278.59 30542.81 30530.2 LB2NDS OCT252005 COL 6534775 626.56 70707.24 70675.8 LB2NDS OCT252005 COL 6534826 474.85 54724.28 54698.63 LB2NDS OCT252005 COL 6534836 896.33 107834.22 107778.1 LB2NDS OCT252005 COL 6534919 634.66 65532.2 65509.17 LB2NDS OCT252005 COL 6534937 1156.41 122264.95 122219.11 LB2NDS OCT252005 COL 6535047 670.81 67915.58 67869.8 LB2NDS OCT252005 COL 6535081 678.35 71720.79 71693.9 LB2NDS OCT252005 COL 6535219 306.2 34554.67 34539.31 LB2NDS OCT252005 COL 6535226 610.68 71895.12 71859.6 LB2NDS OCT252005 COL 6535257 374.87 37962.66 37950.02 LB2NDS OCT252005 COL 6535267 1161.91 139785.1 139712.35 LB2NDS OCT252005 COL 6535413 576.32 60932.68 60909.83 LB2NDS OCT252005 COL 6535473 1132.77 127832.05 127775.2 LB2NDS OCT252005 COL 6535900 395.59 44621.56 44621.56 LB2NDS OCT252005 COL 6535948 1166.09 127843.46 127790.67 LB2NDS OCT252005 COL 6536056 604.66 63929.38 63905.41 LB2NDS OCT252005 COL 6536153 310.43 32015.94 32015.94 LB2NDS OCT252005 COL 6536197 455.51 49939.2 49918.58 LB2NDS OCT252005 COL 6536327 311.51 35138.26 35138.26 LB2NDS OCT252005 COL 6536444 665.04 72881.14 72881.14 LB2NDS OCT252005 COL 6536678 708.77 77705.4 77673.31 LB2NDS OCT252005 COL 6536797 1032.01 129703.71 129703.71 LB2NDS OCT252005 COL 6537048 261.98 32943.72 32924.7 LB2NDS OCT252005 COL 6537073 976.62 98903.1 98870.18 LB2NDS OCT252005 COL 6537108 571.89 65908.83 65877.94 LB2NDS OCT252005 COL 6537246 149.07 16969.45 16969.45 LB2NDS OCT252005 COL 6537273 602.57 58765.79 58730.9 LB2NDS OCT252005 COL 6537430 389.46 42698.01 42680.38 LB2NDS OCT252005 COL 6537449 666.1 64559.11 64535.91 LB2NDS OCT252005 COL 6537468 676.43 75702.21 75669.25 LB2NDS OCT252005 COL 6537512 160.6 16582.84 16577.01 LB2NDS OCT252005 COL 6537593 300.64 32946.24 32946.24 LB2NDS OCT252005 COL 6537641 254.51 28986.05 28972.85 LB2NDS OCT252005 COL 6537713 555.7 69840.45 69840.45 LB2NDS OCT252005 COL 6537943 101.72 11584.42 11579.14 LB2NDS OCT252005 COL 6538031 205.11 21178.07 21170.62 LB2NDS OCT252005 COL 6538055 348.29 35962.79 35950.15 LB2NDS OCT252005 COL 6538063 240.46 23450.61 23436.68 LB2NDS OCT252005 COL 6538069 402.48 42552.76 42536.8 LB2NDS OCT252005 COL 6538091 660.95 66934.41 66912.13 LB2NDS OCT252005 COL 6538183 209.57 24050.06 24038.9 LB2NDS OCT252005 COL 6538194 1374.91 157784 157710.81 LB2NDS OCT252005 COL 6538201 617.84 70465.06 70465.06 LB2NDS OCT252005 COL 6538557 396.33 45103.96 45103.96 LB2NDS OCT252005 COL 6538677 130.22 13166.91 13162.32 LB2NDS OCT252005 COL 6538892 322.88 32697.96 32687.07 LB2NDS OCT252005 COL 6538965 389.42 37964.9 37953.55 LB2NDS OCT252005 COL 6539033 334.52 37750.47 37733.68 LB2NDS OCT252005 COL 6539047 306.43 38502.2 38479.72 LB2NDS OCT252005 COL 6539310 250.05 24385.79 24371.3 LB2NDS OCT252005 COL 6539430 336.34 35547.4 35547.4 LB2NDS OCT252005 COL 6539528 537.5 58928.26 58903.93 LB2NDS OCT252005 COL 6539544 663.73 74901.74 74868.43 LB2NDS OCT252005 COL 6539921 398.08 45339.13 45297.69 LB2NDS OCT252005 COL 6540057 297.19 28974.55 28965.9 LB2NDS OCT252005 COL 6540388 362.77 35367.72 35357.15 LB2NDS OCT252005 COL 6540438 927.41 101676.22 101634.24 LB2NDS OCT252005 COL 6540510 105.82 11187.63 11183.43 LB2NDS OCT252005 COL 6540525 151.01 18559.7 18559.7 LB2NDS OCT252005 COL 6540594 287.17 32954.87 32939.58 LB2NDS OCT252005 COL 6540625 460.97 50538.48 50517.62 LB2NDS OCT252005 COL 6540721 571.58 71877.36 71835.88 LB2NDS OCT252005 COL 6540739 218.02 24819.34 24819.34 LB2NDS OCT252005 COL 6540938 413.91 40354.42 40342.37 LB2NDS OCT252005 COL 6541247 240.89 27761.59 27748.58 LB2NDS OCT252005 COL 6541382 1559.55 179731.33 179647.07 LB2NDS OCT252005 COL 6541427 650.09 65835.5 65813.59 LB2NDS OCT252005 COL 6541437 623.56 65927.16 65902.44 LB2NDS OCT252005 COL 6541686 334.62 33875.5 33875.5 LB2NDS OCT252005 COL 6541727 512.98 59090.47 59090.47 LB2NDS OCT252005 COL 6541733 592.7 68305.47 68273.44 LB2NDS OCT252005 COL 6541787 546.16 62942.92 62913.42 LB2NDS OCT252005 COL 6541807 289.18 32934.24 32919.24 LB2NDS OCT252005 COL 6541842 273.43 25037.71 25037.71 LB2NDS OCT252005 COL 6541952 688.75 72819.54 72792.23 LB2NDS OCT252005 COL 6541962 389.93 44937.83 44916.76 LB2NDS OCT252005 COL 6542006 155.11 17714.62 17714.62 LB2NDS OCT252005 COL 6542058 226.39 23375.81 23367.59 LB2NDS OCT252005 COL 6542139 159.59 18085.96 18085.96 LB2NDS OCT252005 COL 6542143 258.01 27157.16 27146.96 LB2NDS OCT252005 COL 6542205 1247.78 143801.04 143733.63 LB2NDS OCT252005 COL 6542292 219.21 24943.96 24943.96 LB2NDS OCT252005 COL 6542441 280.9 32235.87 32220.92 LB2NDS OCT252005 COL 6542445 1017.72 114549.34 114549.34 LB2NDS OCT252005 COL 6542464 221.63 27255.84 27240.9 LB2NDS OCT252005 COL 6542472 479.37 48530.29 48530.29 LB2NDS OCT252005 COL 6542547 350.56 39926.38 39908.21 LB2NDS OCT252005 COL 6542630 522.94 58524.85 58499.37 LB2NDS OCT252005 COL 6542662 774.72 81878.81 81878.81 LB2NDS OCT252005 COL 6542846 625.62 72100.25 72066.45 LB2NDS OCT252005 COL 6542857 330.95 36283.74 36268.76 LB2NDS OCT252005 COL 6542860 493.24 49942.99 49926.29 LB2NDS OCT252005 COL 6542918 605.28 61297.97 61277.57 LB2NDS OCT252005 COL 6542949 876.7 107729.62 107729.62 LB2NDS OCT252005 COL 6543008 147.16 14347.4 14343.12 LB2NDS OCT252005 COL 6543073 1002.33 101899.05 101864.76 LB2NDS OCT252005 COL 6543100 236.87 25968.24 25957.51 LB2NDS OCT252005 COL 6543130 172.88 19680.59 19680.59 LB2NDS OCT252005 COL 6543198 199.88 19492.64 19481.05 LB2NDS OCT252005 COL 6543328 1238.36 127867.7 127822.77 LB2NDS OCT252005 COL 6543433 1245.22 131654.58 131605.22 LB2NDS OCT252005 COL 6543717 394.92 41769.38 41738.21 LB2NDS OCT252005 COL 6543829 307.79 31169.44 31159.06 LB2NDS OCT252005 COL 6543961 652.67 73620.62 73620.62 LB2NDS OCT252005 COL 6544013 503.09 51946.23 51927.97 LB2NDS OCT252005 COL 6544069 193.3 19959.35 19952.34 LB2NDS OCT252005 COL 6544144 283.17 25731.81 25731.81 LB2NDS OCT252005 COL 6544159 1224.75 144189.67 144118.44 LB2NDS OCT252005 COL 6544276 292.06 28466.51 28466.51 LB2NDS OCT252005 COL 6544517 670.8 70921.64 70895.04 LB2NDS OCT252005 COL 6544783 620.88 65906.41 65881.43 LB2NDS OCT252005 COL 6544784 235 26764.03 26751.84 LB2NDS OCT252005 COL 6544871 451.47 52923.61 52897.73 LB2NDS OCT252005 COL 6544911 250.6 28528.68 28528.68 LB2NDS OCT252005 COL 6544913 679.03 85389.31 85340.03 LB2NDS OCT252005 COL 6545103 246.33 22384.1 22384.1 LB2NDS OCT252005 COL 6545134 333.42 41928.47 41904.27 LB2NDS OCT252005 COL 6545293 321.23 33974.32 33948.95 LB2NDS OCT252005 COL 6545460 992.01 104884.17 104844.86 LB2NDS OCT252005 COL 6545653 616.96 71101.62 71068.29 LB2NDS OCT252005 COL 6545676 288.81 24631.69 24577.91 LB2NDS OCT252005 COL 6545875 1055.53 106859.73 106859.73 LB2NDS OCT252005 COL 6545968 338.18 32971.04 32961.2 LB2NDS OCT252005 COL 6546005 1161.13 133814.85 133752.12 LB2NDS OCT252005 COL 6546123 632.56 72899.12 72864.94 LB2NDS OCT252005 COL 6546158 899.56 92883.87 92851.23 LB2NDS OCT252005 COL 6546165 276.69 26976.32 26968.27 LB2NDS OCT252005 COL 6546199 656.82 75695.26 75659.77 LB2NDS OCT252005 COL 6546242 455.31 47946.9 47929.11 LB2NDS OCT252005 COL 6546523 265.09 27371.67 27362.05 LB2NDS OCT252005 COL 6546569 1322.69 139845.54 139793.11 LB2NDS OCT252005 COL 6546657 902.67 101866.37 101821.08 LB2NDS OCT252005 COL 6546660 276.67 25414.84 25352.08 LB2NDS OCT252005 COL 6547008 228.87 23177.28 23169.56 LB2NDS OCT252005 COL 6547239 185.46 18781.6 18775.35 LB2NDS OCT252005 COL 6547486 1279.68 135766.21 135766.21 LB2NDS OCT252005 COL 6548352 1384.68 159579.23 159504.43 LB2NDS OCT252005 COL 6549052 341.36 42926.77 42901.99 LB2NDS OCT252005 COL 6549476 398.6 45936.43 45914.89 LB2NDS OCT252005 COL 6494758 210.44 23956.9 23934.81 LB2NDS OCT252005 COL 6505356 147.93 16960.96 16960.96 LB2NDS OCT252005 COL 6510750 774.72 81878.81 81847.82 LB2NDS OCT252005 COL 6520533 592.64 72881.94 72841.99 LB2NDS OCT252005 COL 6521359 658.55 75859.41 75823.54 LB2NDS OCT252005 COL 6524837 233.22 26278.58 26264.13 LB2NDS OCT252005 COL 6525321 1154.18 113764.8 113696.13 LB2NDS OCT252005 COL 6525563 761.65 89713.15 89624.91 LB2NDS OCT252005 COL 6525764 831.87 93834.98 93792.89 LB2NDS OCT252005 COL 6527115 118.04 12085.96 12080.72 LB2NDS OCT252005 COL 6527250 773.98 79917.29 79889.2 LB2NDS OCT252005 COL 6527384 661.35 69922.75 69896.53 LB2NDS OCT252005 COL 6527409 623.56 65901.54 65901.54 LB2NDS OCT252005 COL 6527436 528.57 60757.98 60757.98 LB2NDS OCT252005 COL 6527599 685.61 69431.97 69408.86 LB2NDS OCT252005 COL 6528541 281.42 31758.34 31744.22 LB2NDS OCT252005 COL 6529052 232.35 25359.06 25359.06 LB2NDS OCT252005 COL 6529764 582.02 58922.66 58902.86 LB2NDS OCT252005 COL 6530085 222.52 22976.22 22968.14 LB2NDS OCT252005 COL 6530339 381.27 43848.16 43848.16 LB2NDS OCT252005 COL 6530729 263.04 32346.79 32329.05 LB2NDS OCT252005 COL 6530803 455.51 49939.2 49918.58 LB2NDS OCT252005 COL 6531051 619.18 63933.84 63911.38 LB2NDS OCT252005 COL 6531600 450.59 51928.14 51903.79 LB2NDS OCT252005 COL 6532518 952.19 104821.02 104777.28 LB2NDS OCT252005 COL 6532780 1178.46 135747.87 135747.87 LB2NDS OCT252005 COL 6532882 348.29 35941.58 35941.58 LB2NDS OCT252005 COL 6532930 265.09 27371.67 27362.05 LB2NDS OCT252005 COL 6532950 510.17 55931.29 55908.19 LB2NDS OCT252005 COL 6533325 468.58 47437.71 47437.71 LB2NDS OCT252005 COL 6533369 109.6 11537.01 11532.2 LB2NDS OCT252005 COL 6533379 1361.34 137864.95 137819.07 LB2NDS OCT252005 COL 6533405 247.54 26171.07 26161.25 LB2NDS OCT252005 COL 6533806 368.95 37350.95 37338.39 LB2NDS OCT252005 COL 6533912 283.2 31943.65 31929.31 LB2NDS OCT252005 COL 6533935 909.84 104854.91 104805.75 LB2NDS OCT252005 COL 6534000 630.75 75883.35 75843.86 LB2NDS OCT252005 COL 6534241 992.4 100501.54 100468.09 LB2NDS OCT252005 COL 6534491 1183.46 135814.09 135751.1 LB2NDS OCT252005 COL 6535707 677.41 71620.88 71594.03 LB2NDS OCT252005 COL 6536019 483.38 48935.73 48935.73 LB2NDS OCT252005 COL 6536220 195.59 23165.71 23154.09 LB2NDS OCT252005 COL 6536516 251.55 25973.1 25954.75 LB2NDS OCT252005 COL 6536767 537.5 58928.26 58903.93 LB2NDS OCT252005 COL 6536839 1242.6 130803.2 130803.2 LB2NDS OCT252005 COL 6536943 154.8 15983.44 15977.82 LB2NDS OCT252005 COL 6537030 545.73 62728.83 00000 XX0XXX XXX000000 XXX 6537078 696.85 67940.36 67920.08 LB2NDS OCT252005 COL 6537326 587.46 73838.17 73795.27 LB2NDS OCT252005 COL 6537361 300.25 31744.94 31733.04 LB2NDS OCT252005 COL 6537532 996.49 114841.11 114787.27 LB2NDS OCT252005 COL 6537625 253.2 26770.43 26760.39 LB2NDS OCT252005 COL 6537628 720.13 72928.56 72904.29 LB2NDS OCT252005 COL 6537631 1009.02 106682.18 106642.19 LB2NDS OCT252005 COL 6537896 380.54 42902.94 42883.5 LB2NDS OCT252005 COL 6537923 238.73 24176.31 24168.26 LB2NDS OCT252005 COL 6538429 1120.33 137776.83 137701.31 LB2NDS OCT252005 COL 6538490 146.3 17955.64 17955.64 LB2NDS OCT252005 COL 6538529 285.41 29459.12 29459.12 LB2NDS OCT252005 COL 6538656 513.77 54320 54299.64 LB2NDS OCT252005 COL 6538742 318.51 35926.63 35910.5 LB2NDS OCT252005 COL 6538777 307.62 35450.93 35434.3 LB2NDS OCT252005 COL 6538801 661.35 69919.03 69892.78 LB2NDS OCT252005 COL 6538847 872.67 91899.58 91865.49 LB2NDS OCT252005 COL 6538901 822.58 105808.64 105744.36 LB2NDS OCT252005 COL 6538961 1197 137949.14 137884.47 LB2NDS OCT252005 COL 6539011 252.45 31323.07 31323.07 LB2NDS OCT252005 COL 6539287 961.83 110846.63 110794.67 LB2NDS OCT252005 COL 6539323 391.31 47995.27 47995.27 LB2NDS OCT252005 COL 6539390 380.54 42943.66 42924.56 LB2NDS OCT252005 COL 6539433 1630.7 178782.39 178708.59 LB2NDS OCT252005 COL 6539449 635.41 71705.94 71674.05 LB2NDS OCT252005 COL 6539550 415.94 46938.41 46917.53 LB2NDS OCT252005 COL 6539575 386.99 39958.65 39944.61 LB2NDS OCT252005 COL 6539678 186.73 19280.02 19273.24 LB2NDS OCT252005 COL 6539734 779.32 78922.68 78896.41 LB2NDS OCT252005 COL 6539856 1360.42 156709.61 156709.61 LB2NDS OCT252005 COL 6539873 282.51 29169.79 29159.53 LB2NDS OCT252005 COL 6539988 328.94 33952.92 33940.87 LB2NDS OCT252005 COL 6540168 185.77 23360.13 23346.64 LB2NDS OCT252005 COL 6540195 118.57 14909.54 14900.93 LB2NDS OCT252005 COL 6540213 901.8 87922.83 87896.59 LB2NDS OCT252005 COL 6540398 415.71 43951.43 43934.95 LB2NDS OCT252005 COL 6540627 850.3 89900.7 00000 XX0XXX XXX000000 XXX 6540716 856.32 90898.5 90864.05 LB2NDS OCT252005 COL 6540774 231.6 22580.18 22573.44 LB2NDS OCT252005 COL 6540780 356.83 41123.1 41103.82 LB2NDS OCT252005 COL 6540799 119.68 10901.66 10875.1 LB2NDS OCT252005 COL 6540857 202.13 20064.05 20064.05 LB2NDS OCT252005 COL 6540878 306.06 37604.51 37583.62 LB2NDS OCT252005 COL 6540907 768.33 80911.59 80881.58 LB2NDS OCT252005 COL 6540942 560.17 57819.81 57819.81 LB2NDS OCT252005 COL 6540982 410.73 47330.98 47308.76 LB2NDS OCT252005 COL 6540999 717.47 82685.61 82646.85 LB2NDS OCT252005 COL 6541005 222.28 27952.31 27936.18 LB2NDS OCT252005 COL 6541419 404.46 40959.86 40946.23 LB2NDS OCT252005 COL 6541539 1375.6 145439.34 145384.81 LB2NDS OCT252005 COL 6541562 146.06 13304.39 13271.97 LB2NDS OCT252005 COL 6541630 584.03 67306.87 67275.32 LB2NDS OCT252005 COL 6541706 579.62 61044.28 61044.28 LB2NDS OCT252005 COL 6541801 341.41 39345.55 39327.1 LB2NDS OCT252005 COL 6541884 406.26 42952.54 42936.43 LB2NDS OCT252005 COL 6542324 232.16 26441.48 26429.45 LB2NDS OCT252005 COL 6542411 947.02 95906.05 95874.13 LB2NDS OCT252005 COL 6542489 365.33 44927.21 44902.58 LB2NDS OCT252005 COL 6542511 238 24573.51 24556.13 LB2NDS OCT252005 COL 6542518 134.88 15478.82 15471.64 LB2NDS OCT252005 COL 6542604 419.07 45944.05 45925.08 LB2NDS OCT252005 COL 6542755 367.13 41813.85 41794.82 LB2NDS OCT252005 COL 6542798 161.79 16383.92 16378.46 LB2NDS OCT252005 COL 6542873 131.53 14973.05 14973.05 LB2NDS OCT252005 COL 6542978 211.18 23142.23 23142.23 LB2NDS OCT252005 COL 6543014 200.15 22947.62 22947.62 LB2NDS OCT252005 COL 6543067 242.89 27662.83 27650.23 LB2NDS OCT252005 COL 6543090 465.25 45360.19 45346.65 LB2NDS OCT252005 COL 6543158 707.68 77904.14 77871.63 LB2NDS OCT252005 COL 6543200 237.35 24021.02 24012.87 LB2NDS OCT252005 COL 6543226 354.1 36562.15 36549.3 LB2NDS OCT252005 COL 6543534 476.58 54924.01 54898.26 LB2NDS OCT252005 COL 6543602 1220.75 133836.34 133781.08 LB2NDS OCT252005 COL 6543622 487.31 55872.93 55872.93 LB2NDS OCT252005 COL 6543726 412.81 51911.42 51881.46 LB2NDS OCT252005 COL 6543841 274.02 27207.51 27207.51 LB2NDS OCT252005 COL 6544163 240.82 23479.39 23472.39 LB2NDS OCT252005 COL 6544554 138.54 15778.82 15771.64 LB2NDS OCT252005 COL 6544569 544.08 62702.23 62672.83 LB2NDS OCT252005 COL 6544590 616.96 71068.29 71068.29 LB2NDS OCT252005 COL 6544874 545.9 62912.96 62883.47 LB2NDS OCT252005 COL 6544885 405.81 39565.28 39553.47 LB2NDS OCT252005 COL 6544963 356.97 45889.61 45889.61 LB2NDS OCT252005 COL 6544973 249.36 28399.85 28386.92 LB2NDS OCT252005 COL 6544979 139.42 15885.84 15871.44 LB2NDS OCT252005 COL 6545022 473.51 47953.02 47937.06 LB2NDS OCT252005 COL 6545037 266.28 32746.96 32729.01 LB2NDS OCT252005 COL 6545052 508.29 49541.71 49541.71 LB2NDS OCT252005 COL 6545080 504.18 57422.05 57395.91 LB2NDS OCT252005 COL 6545132 208.19 18963.71 18917.5 LB2NDS OCT252005 COL 6545198 632.56 72899.12 72864.94 LB2NDS OCT252005 COL 6545227 277.29 31955.78 31940.79 LB2NDS OCT252005 COL 6545349 1176.26 123604.83 123604.83 LB2NDS OCT252005 COL 6545421 224.47 25341.4 25327.9 LB2NDS OCT252005 COL 6545424 278.59 35818.66 35796.77 LB2NDS OCT252005 COL 6545506 113.28 12783.22 12777.53 LB2NDS OCT252005 COL 6545601 693.21 79889.47 79852.02 LB2NDS OCT252005 COL 6545856 828.15 83867.83 83839.92 LB2NDS OCT252005 COL 6546009 1090.34 112583.51 112543.95 LB2NDS OCT252005 COL 6546256 268.33 33722.93 33722.93 LB2NDS OCT252005 COL 6546683 408.99 46957.34 46913.98 LB2NDS OCT252005 COL 6546902 854.08 90300.25 90266.4 LB2NDS OCT252005 COL 6547046 303.37 33259.5 33245.76 LB2NDS OCT252005 COL 6547093 1188.73 115898.3 115863.72 LB2NDS OCT252005 COL 6547436 818.18 86504.45 86472.02 LB2NDS OCT252005 COL 6547875 450.9 43961.42 43948.3 LB2NDS OCT252005 COL 6547912 1126.46 129820.4 129759.55 LB2NDS OCT252005 COL 6548065 110.69 12696.71 12696.71 LB2NDS OCT252005 COL 6548396 351.87 37955.75 37940.74 LB2NDS OCT252005 COL 6548592 224.75 23574.52 23565.87 LB2NDS OCT252005 COL 6550011 114.32 12081.41 12081.41 LB2NDS OCT252005 COL 6491270 408.99 46892.03 46869.9 LB2NDS OCT252005 COL 6495130 495.71 50179.69 50162.78 LB2NDS OCT252005 COL 6500026 385.6 44417.68 44396.68 LB2NDS OCT252005 COL 6500323 788.52 90831.68 90788.74 LB2NDS OCT252005 COL 6500861 766.86 88377.74 88336.31 LB2NDS OCT252005 COL 6507955 445.93 47130.27 47112.44 LB2NDS OCT252005 COL 6508291 149.96 15473.05 15473.05 LB2NDS OCT252005 COL 6509161 982.57 103846.3 103846.3 LB2NDS OCT252005 COL 6509253 320.61 36896.49 36896.49 LB2NDS OCT252005 COL 6509891 270.39 29656.04 29631.66 LB2NDS OCT252005 COL 6511274 365.18 45921.64 45895.13 LB2NDS OCT252005 COL 6511572 571.89 65685.97 65685.97 LB2NDS OCT252005 COL 6512286 175.37 19964.08 19954.91 LB2NDS OCT252005 COL 6512367 236.75 26963.78 26951.5 LB2NDS OCT252005 COL 6512680 1732.53 183177.68 183109.01 LB2NDS OCT252005 COL 6512844 317.42 36134.98 36134.98 LB2NDS OCT252005 COL 6514376 398.6 45936.43 45914.89 LB2NDS OCT252005 COL 6515459 219.19 23174.4 23165.71 LB2NDS OCT252005 COL 6515527 590.12 60903.03 60881.34 LB2NDS OCT252005 COL 6517543 169.91 19166.33 19157.74 LB2NDS OCT252005 COL 6517606 251.44 27555.06 27543.58 LB2NDS OCT252005 COL 6518259 891.78 90311.53 90281.47 LB2NDS OCT252005 COL 6518541 1646.37 189825.71 189648.55 LB2NDS OCT252005 COL 6518556 578.72 72775.84 72733.84 LB2NDS OCT252005 COL 6519147 1204.45 138807.96 138742.89 LB2NDS OCT252005 COL 6519277 651.9 68898.03 68871.95 LB2NDS OCT252005 COL 6519745 268.45 30922.67 30922.67 LB2NDS OCT252005 COL 6521943 248.88 28547.64 28534.28 LB2NDS OCT252005 COL 6522106 626.16 69166.03 69136.43 LB2NDS OCT252005 COL 6522247 749.53 75880.38 75854.88 LB2NDS OCT252005 COL 6522682 451.42 48654.52 48634.91 LB2NDS OCT252005 COL 6523500 315.4 32566.29 32554.84 LB2NDS OCT252005 COL 6523525 513.96 54359.11 54318.53 LB2NDS OCT252005 COL 6523887 464.83 48822.5 48801.14 LB2NDS OCT252005 COL 6523898 777.82 83902.17 83868.98 LB2NDS OCT252005 COL 6523926 582.3 67107.14 67075.68 LB2NDS OCT252005 COL 6524365 493.82 55702.09 55702.09 LB2NDS OCT252005 COL 6524903 481.55 43757.91 43650.13 LB2NDS OCT252005 COL 6525033 216.63 24953.74 24941.94 LB2NDS OCT252005 COL 6525072 774.72 81909.52 81878.81 LB2NDS OCT252005 COL 6525217 459.25 52926.77 52901.96 LB2NDS OCT252005 COL 6525266 439.23 45353.07 45337.14 LB2NDS OCT252005 COL 6525328 1559.72 179751.31 179667.05 LB2NDS OCT252005 COL 6525613 1050.21 121032.56 120975.83 LB2NDS OCT252005 COL 6525736 360.89 38155.85 38141.54 LB2NDS OCT252005 COL 6526272 805.86 92871.49 92827.95 LB2NDS OCT252005 COL 6527358 398.24 44921.05 44900.9 LB2NDS OCT252005 COL 6527817 537.24 61914.33 61885.3 LB2NDS OCT252005 COL 6527827 744.98 95723.95 95723.95 LB2NDS OCT252005 COL 6528598 657.45 70917.3 70889.24 LB2NDS OCT252005 COL 6528816 424.79 47937.11 47915.79 LB2NDS OCT252005 COL 6528835 413.54 41878.96 41865.02 LB2NDS OCT252005 COL 6529491 689.69 72919.45 72892.11 LB2NDS OCT252005 COL 6529508 281.74 29719.85 29719.85 LB2NDS OCT252005 COL 6529643 448.18 48343.61 48324.48 LB2NDS OCT252005 COL 6529658 558.04 64311.01 64280.86 LB2NDS OCT252005 COL 6529964 485.25 55922.62 55896.4 LB2NDS OCT252005 COL 6530047 404.87 50883.74 50854.14 LB2NDS OCT252005 COL 6530078 554.57 63881.6 63881.6 LB2NDS OCT252005 COL 6530185 369.75 41725.24 41706.68 LB2NDS OCT252005 COL 6530266 477.73 52311.03 52288.84 LB2NDS OCT252005 COL 6530375 476.38 48242.72 48226.66 LB2NDS OCT252005 COL 6530911 1660.36 173133.97 172894.75 LB2NDS OCT252005 COL 6531563 809.74 101633.18 101572.98 LB2NDS OCT252005 COL 6531689 218.36 25165.19 25153.39 LB2NDS OCT252005 COL 6531745 404.46 40959.86 40946.23 LB2NDS OCT252005 COL 6531837 269.91 33942.01 33922.42 LB2NDS OCT252005 COL 6531899 637.75 73497.82 73463.36 LB2NDS OCT252005 COL 6531952 765.27 80910.63 80880.3 LB2NDS OCT252005 COL 6531994 705.34 71430.01 71406.23 LB2NDS OCT252005 COL 6532027 764.3 78918.34 78890.61 LB2NDS OCT252005 COL 6532177 197.53 23751.08 23751.08 LB2NDS OCT252005 COL 6532202 242.42 26139.18 26139.18 LB2NDS OCT252005 COL 6532296 594.43 68473.09 68473.09 LB2NDS OCT252005 COL 6532357 154.78 17628.32 17620.3 LB2NDS OCT252005 COL 6532594 705.34 81287.54 81249.44 LB2NDS OCT252005 COL 6532721 317.45 33562.92 33550.33 LB2NDS OCT252005 COL 6532731 524.37 54143.97 54124.94 LB2NDS OCT252005 COL 6532884 166.71 20952.14 20952.14 LB2NDS OCT252005 COL 6532936 398.54 40360.45 40347.02 LB2NDS OCT252005 COL 6532970 603.09 69471.27 69471.27 LB2NDS OCT252005 COL 6532983 826.65 95268.2 95223.54 LB2NDS OCT252005 COL 6533024 990.52 111760.3 111710.43 LB2NDS OCT252005 COL 6533178 454.71 46951.43 46934.93 LB2NDS OCT252005 COL 6533184 503.11 50950.08 50933.12 LB2NDS OCT252005 COL 6533408 574.33 65909.77 65879.2 LB2NDS OCT252005 COL 6533488 1110.39 117868.4 117823.74 LB2NDS OCT252005 COL 6533620 660.95 66934.3 66912.01 LB2NDS OCT252005 COL 6533704 300.38 36940.15 36919.9 LB2NDS OCT252005 COL 6533877 424.35 47887.16 47865.86 LB2NDS OCT252005 COL 6534018 453.5 47947.02 47929.04 LB2NDS OCT252005 COL 6534086 468.19 55119.59 55092.36 LB2NDS OCT252005 COL 6534140 318.44 36665.86 36648.39 LB2NDS OCT252005 COL 6534177 667.56 68928.66 68904.43 LB2NDS OCT252005 COL 6534183 236.76 23968.52 23968.52 LB2NDS OCT252005 COL 6534404 406.25 42928.86 42912.55 LB2NDS OCT252005 COL 6534472 334.46 35343.89 35330.47 LB2NDS OCT252005 COL 6534526 1061.85 107534.65 107498.86 LB2NDS OCT252005 COL 6534539 553.36 63770.08 63740.17 LB2NDS OCT252005 COL 6534561 1367.6 149875.62 149813.19 LB2NDS OCT252005 COL 6534564 1031.15 118710.82 118654.09 LB2NDS OCT252005 COL 6534953 414.2 47711.56 47711.56 LB2NDS OCT252005 COL 6535133 165.34 18974.02 18965.22 LB2NDS OCT252005 COL 6535191 153.06 16182.11 16176.04 LB2NDS OCT252005 COL 6535287 615.23 70901.89 70868.65 LB2NDS OCT252005 COL 6535339 1253.2 150768.22 150689.76 LB2NDS OCT252005 COL 6535717 821.69 90123.5 90123.5 LB2NDS OCT252005 COL 6535784 798.07 80847.45 80793.89 LB2NDS OCT252005 COL 6535851 527.45 59090.34 59090.34 LB2NDS OCT252005 COL 6536169 190.64 21969.58 21959.27 LB2NDS OCT252005 COL 6536200 446.51 54911.05 54880.95 LB2NDS OCT252005 COL 6536276 341.6 38549.42 38532.28 LB2NDS OCT252005 COL 6536416 776.86 78646.72 78646.72 LB2NDS OCT252005 COL 6536439 563.06 64890.22 64859.8 LB2NDS OCT252005 COL 6536440 408.94 46575.45 46554.25 LB2NDS OCT252005 COL 6536447 376.34 44116.31 44094.74 LB2NDS OCT252005 COL 6536461 585.77 61931.57 61908.35 LB2NDS OCT252005 COL 6536520 286.38 29569.38 29558.98 LB2NDS OCT252005 COL 6536613 493.24 49951.06 49934.44 LB2NDS OCT252005 COL 6536617 194.74 22179.21 22169.11 LB2NDS OCT252005 COL 6536673 689.69 72919.45 72892.11 LB2NDS OCT252005 COL 6536792 424.59 48932.3 48909.36 LB2NDS OCT252005 COL 6536806 444.75 43361.95 43349.01 LB2NDS OCT252005 COL 6536996 420.16 40951.8 40951.8 LB2NDS OCT252005 COL 6537001 257.01 28763.06 28750.54 LB2NDS OCT252005 COL 6537019 583.03 66230.93 66230.93 LB2NDS OCT252005 COL 6537197 789.19 79494.02 79463.34 LB2NDS OCT252005 COL 6537366 667.22 76893.59 76857.54 LB2NDS OCT252005 COL 6537515 220.98 22378.04 22370.58 LB2NDS OCT252005 COL 6537543 442.49 49934.48 49912.27 LB2NDS OCT252005 COL 6537602 491.27 49708.2 49708.2 LB2NDS OCT252005 COL 6537928 869.98 100261.28 100214.28 LB2NDS OCT252005 COL 6537932 556.21 62767.65 62739.73 LB2NDS OCT252005 COL 6537989 793.62 83907.3 83875.84 LB2NDS OCT252005 COL 6537996 445.37 43417.16 43404.15 LB2NDS OCT252005 COL 6538098 603.39 58828.37 58810.81 LB2NDS OCT252005 COL 6538120 462.57 47966.71 47932.79 LB2NDS OCT252005 COL 6538203 367.64 37960.72 37947.38 LB2NDS OCT252005 COL 6538283 555.7 69840.45 69840.45 LB2NDS OCT252005 COL 6538337 793.86 99829.67 99772.05 LB2NDS OCT252005 COL 6538351 1369.09 157781.7 157707.73 LB2NDS OCT252005 COL 6538354 461.23 54916.95 54889.06 LB2NDS OCT252005 COL 6538590 642.45 67899.11 67899.11 LB2NDS OCT252005 COL 6538644 503.09 51946.23 51927.97 LB2NDS OCT252005 COL 6538660 931.1 96897.51 96862.71 LB2NDS OCT252005 COL 6538754 633 66926.08 66900.99 LB2NDS OCT252005 COL 6538764 730.35 91843.3 91790.29 LB2NDS OCT252005 COL 6538773 1282.43 129872.76 129829.53 LB2NDS OCT252005 COL 6539119 180.63 20572.37 00000 XX0XXX XXX000000 XXX 6539136 309.4 31855.49 31843.41 LB2NDS OCT252005 COL 6539145 364.41 39951.34 39934.84 LB2NDS OCT252005 COL 6539240 670.61 67913.46 67890.86 LB2NDS OCT252005 COL 6539315 683.08 75474.26 75474.26 LB2NDS OCT252005 COL 6539336 530.99 59921.37 59894.72 LB2NDS OCT252005 COL 6539394 511.46 62898.1 62863.62 LB2NDS OCT252005 COL 6539429 670.8 70921.64 70895.04 LB2NDS OCT252005 COL 6539551 903.32 91480.38 91449.94 LB2NDS OCT252005 COL 6539702 425.69 43895.9 43895.9 LB2NDS OCT252005 COL 6539724 517.7 64955.17 64955.17 LB2NDS OCT252005 COL 6539768 412.99 40264.62 40252.6 LB2NDS OCT252005 COL 6539774 277.29 31940.79 31940.79 LB2NDS OCT252005 COL 6539799 276.69 26976.32 26968.27 LB2NDS OCT252005 COL 6539865 300.08 37713.84 37713.84 LB2NDS OCT252005 COL 6539963 206.94 23557.59 23557.59 LB2NDS OCT252005 COL 6539976 327.54 37747.77 37730.08 LB2NDS OCT252005 COL 6540035 302.66 34155.2 34140.01 LB2NDS OCT252005 COL 6540127 361.92 44507.88 44483.48 LB2NDS OCT252005 COL 6540130 251.53 25971.11 25961.98 LB2NDS OCT252005 COL 6540152 501.14 50750.26 50733.36 LB2NDS OCT252005 COL 6540205 348.51 43767.33 43767.33 LB2NDS OCT252005 COL 6540401 526.78 55917.56 55896.37 LB2NDS OCT252005 COL 6540455 619.48 69908.29 69877.2 LB2NDS OCT252005 COL 6540481 346.61 39944.71 39925.98 LB2NDS OCT252005 COL 6540548 844.31 103831.8 103774.88 LB2NDS OCT252005 COL 6540599 511.24 58890.87 58890.87 LB2NDS OCT252005 COL 6540617 402.49 40760.05 40746.48 LB2NDS OCT252005 COL 6540691 436.03 44156.73 44142.03 LB2NDS OCT252005 COL 6540697 256.2 24978.06 24970.6 LB2NDS OCT252005 COL 6540744 731.34 84283.38 84243.87 LB2NDS OCT252005 COL 6540868 282.41 30962.31 30936.64 LB2NDS OCT252005 COL 6540947 572.16 57943.24 57923.96 LB2NDS OCT252005 COL 6541150 961.83 110794.67 110794.67 LB2NDS OCT252005 COL 6541164 153.45 17476.52 17468.56 LB2NDS OCT252005 COL 6541181 166.6 18974.11 18965.47 LB2NDS OCT252005 COL 6541211 218.65 23970.8 23960.9 LB2NDS OCT252005 COL 6541222 975.38 114832.53 114775.81 LB2NDS OCT252005 COL 6541288 528.36 53507.58 53489.77 LB2NDS OCT252005 COL 6541349 417.24 45744.32 45725.44 LB2NDS OCT252005 COL 6541365 452.5 51928.92 51904.83 LB2NDS OCT252005 COL 6541389 645.61 62925.95 62925.95 LB2NDS OCT252005 COL 6541404 675.17 76896.71 76861.71 LB2NDS OCT252005 COL 6541425 769.93 86845.33 86806.35 LB2NDS OCT252005 COL 6541487 708.59 74917.23 74889.14 LB2NDS OCT252005 COL 6541488 383.27 37367.18 37356.02 LB2NDS OCT252005 COL 6541529 435.23 51822.3 51795.99 LB2NDS OCT252005 COL 6541642 324.43 36950.38 36933.56 LB2NDS OCT252005 COL 6541731 460.99 53125.44 53100.52 LB2NDS OCT252005 COL 6541839 469.04 52930.55 52907.01 LB2NDS OCT252005 COL 6542017 248 24171.54 24171.54 LB2NDS OCT252005 COL 6542137 333.11 41888.51 41864.33 LB2NDS OCT252005 COL 6542198 517.77 59418.65 59391.08 LB2NDS OCT252005 COL 6542212 493.25 51843.24 51823.06 LB2NDS OCT252005 COL 6542247 597.89 68490.45 68525.86 LB2NDS OCT252005 COL 6542273 623.89 71900.52 71866.81 LB2NDS OCT252005 COL 6542389 699.13 78861.42 78861.42 LB2NDS OCT252005 COL 6542414 563.63 54951.76 54935.36 LB2NDS OCT252005 COL 6542470 623.89 71866.81 71866.81 LB2NDS OCT252005 COL 6542513 396.62 41917.96 41917.96 LB2NDS OCT252005 COL 6542562 180.32 17580.57 17575.32 LB2NDS OCT252005 COL 6542573 147.31 16976.5 16968.54 LB2NDS OCT252005 COL 6542595 254.45 26263.56 26263.56 LB2NDS OCT252005 COL 6542606 1672.26 176804.7 176738.42 LB2NDS OCT252005 COL 6542688 623.89 71900.52 71866.81 LB2NDS OCT252005 COL 6542694 941 99480.95 99443.57 LB2NDS OCT252005 COL 6542726 722.26 82848.09 82848.09 LB2NDS OCT252005 COL 6542735 563.15 64900.2 64869.77 LB2NDS OCT252005 COL 6542743 105.22 11948.62 11942.87 LB2NDS OCT252005 COL 6542776 513.96 54339.97 54319.6 LB2NDS OCT252005 COL 6542801 703.06 80982.03 80943.7 LB2NDS OCT252005 COL 6542992 1292.46 136649.06 136597.83 LB2NDS OCT252005 COL 6543036 866.51 99861.84 99815.03 LB2NDS OCT252005 COL 6543148 311.95 35950.24 35933.38 LB2NDS OCT252005 COL 6543180 1691.15 175217.33 175217.33 LB2NDS OCT252005 COL 6543213 1006.89 116039.33 115984.93 LB2NDS OCT252005 COL 6543234 997.69 105443.93 105443.93 LB2NDS OCT252005 COL 6543262 362.8 37451.88 37425.26 LB2NDS OCT252005 COL 6543428 590.91 59841.35 59821.43 LB2NDS OCT252005 COL 6543479 478.32 55123.71 55097.86 LB2NDS OCT252005 COL 6543547 1282.26 147775.55 147706.28 LB2NDS OCT252005 COL 6543549 589.51 59929.14 59908.96 LB2NDS OCT252005 COL 6543630 479.87 49531.3 49531.3 LB2NDS OCT252005 COL 6543778 1145.09 143998.33 143915.23 LB2NDS OCT252005 COL 6543786 422.43 48659.8 48659.8 LB2NDS OCT252005 COL 6543820 486.12 56022.47 55996.2 LB2NDS OCT252005 COL 6543839 442.21 41462.87 41416.28 LB2NDS OCT252005 COL 6543854 321.23 33946.26 33933.38 LB2NDS OCT252005 COL 6543879 619.49 67917.32 67889.28 LB2NDS OCT252005 COL 6543897 159.95 18354.86 18346.34 LB2NDS OCT252005 COL 6543902 263.77 24027.35 23968.81 LB2NDS OCT252005 COL 6543948 315.63 30763.82 30763.82 LB2NDS OCT252005 COL 6543959 619.18 63956.1 63911.38 LB2NDS OCT252005 COL 6544019 512.39 49941.24 49926.18 LB2NDS OCT252005 COL 6544082 309.61 38911.09 38911.09 LB2NDS OCT252005 COL 6544087 431.53 49731.17 49707.85 LB2NDS OCT252005 COL 6544189 419.07 45962.86 45925.08 LB2NDS OCT252005 COL 6544350 281.91 25679.47 25616.91 LB2NDS OCT252005 COL 6544368 528.76 53547.52 53529.69 LB2NDS OCT252005 COL 6544415 424.08 49927.18 49902.52 LB2NDS OCT252005 COL 6544437 332.45 33655.79 33655.79 LB2NDS OCT252005 COL 6544462 675.88 77892.23 77855.72 LB2NDS OCT252005 COL 6544539 779.86 89833.52 89833.52 LB2NDS OCT252005 COL 6544557 374.87 37962.53 37949.89 LB2NDS OCT252005 COL 6544573 192.12 24158.76 24144.81 LB2NDS OCT252005 COL 6544745 614.11 64928.27 64903.93 LB2NDS OCT252005 COL 6544798 376.29 47319.27 47291.96 LB2NDS OCT252005 COL 6544842 459.15 50302.4 50281.3 LB2NDS OCT252005 COL 6544861 1029.81 108879.73 108838.91 LB2NDS OCT252005 COL 6544883 329.28 37936.43 37918.54 LB2NDS OCT252005 COL 6544893 1024.77 99912.32 99882.51 LB2NDS OCT252005 COL 6544905 272.75 26591.64 26583.7 LB2NDS OCT252005 COL 6544909 532.7 53947.15 53929.2 LB2NDS OCT252005 COL 6544943 354.94 35904.46 35892.11 LB2NDS OCT252005 COL 6544953 1152.46 132816.25 132753.99 LB2NDS OCT252005 COL 6545048 340.12 35960.28 35946.8 LB2NDS OCT252005 COL 6545106 744.33 85781.33 85741.12 LB2NDS OCT252005 COL 6545152 164.64 18973.75 18964.85 LB2NDS OCT252005 COL 6545156 594.5 67709.05 67678.23 LB2NDS OCT252005 COL 6545179 138.47 15949.88 15949.88 LB2NDS OCT252005 COL 6545197 599.36 75371.41 75327.91 LB2NDS OCT252005 COL 6545260 433.07 43857.02 43842.42 LB2NDS OCT252005 COL 6545263 866.51 99861.84 99815.03 LB2NDS OCT252005 COL 6545321 238 24560.42 24551.65 LB2NDS OCT252005 COL 6545344 587.5 67706.3 67674.56 LB2NDS OCT252005 COL 6545396 370.85 36156.25 36145.46 LB2NDS OCT252005 COL 6545407 783.47 85895.44 85859.98 LB2NDS OCT252005 COL 6545420 691.48 79652.37 79652.37 LB2NDS OCT252005 COL 6545479 120.96 13880.99 13874.55 LB2NDS OCT252005 COL 6545589 476.58 54898.26 54898.26 LB2NDS OCT252005 COL 6545737 874.57 95883.28 95843.69 LB2NDS OCT252005 COL 6545803 405.81 39565.28 39553.47 LB2NDS OCT252005 COL 6545834 722.33 90835.02 90782.6 LB2NDS OCT252005 COL 6545860 371.51 38337.59 38323.9 LB2NDS OCT252005 COL 6545870 723.92 83076.26 83037.72 LB2NDS OCT252005 COL 6545996 642.45 67924.97 67899.51 LB2NDS OCT252005 COL 6546001 308.14 38726.51 38726.51 LB2NDS OCT252005 COL 6546025 311.2 39133.21 39110.62 LB2NDS OCT252005 COL 6546038 1035.11 109877.32 109835.68 LB2NDS OCT252005 COL 6546261 192.91 21970.48 21960.47 LB2NDS OCT252005 COL 6546310 452.56 52130.36 52130.36 LB2NDS OCT252005 COL 6546334 231.02 29050.41 29033.64 LB2NDS OCT252005 COL 6546363 493.24 49951.06 49934.44 LB2NDS OCT252005 COL 6546366 654.2 76689.32 76651.83 LB2NDS OCT252005 COL 6546516 604.66 63952.79 63905.06 LB2NDS OCT252005 COL 6546637 600.44 68905.65 68873.68 LB2NDS OCT252005 COL 6546757 284.23 31162.08 31149.22 LB2NDS OCT252005 COL 6546808 415.95 53471.36 53471.36 LB2NDS OCT252005 COL 6546815 571.9 65908.8 65877.9 LB2NDS OCT252005 COL 6546836 214.83 26404.71 26404.71 LB2NDS OCT252005 COL 6546898 265.16 25852.31 25844.6 LB2NDS OCT252005 COL 6546938 97.26 11954.06 11954.06 LB2NDS OCT252005 COL 6546971 482.84 52935.55 52913.69 LB2NDS OCT252005 COL 6547002 334.08 38031.56 38031.56 LB2NDS OCT252005 COL 6547014 667.04 76823.65 76787.2 LB2NDS OCT252005 COL 6547103 560.9 63296.95 63268.8 LB2NDS OCT252005 COL 6547106 796.48 89842.1 89842.1 LB2NDS OCT252005 COL 6547116 392.9 38317.69 38294.94 LB2NDS OCT252005 COL 6547215 440.93 48339.92 48319.95 LB2NDS OCT252005 COL 6547390 755.82 79911.74 79881.78 LB2NDS OCT252005 COL 6547427 525.11 60487.89 60487.89 LB2NDS OCT252005 COL 6547457 415.71 43934.95 43918.32 LB2NDS OCT252005 COL 6547488 113.99 12982.57 12976.66 LB2NDS OCT252005 COL 6547543 1577.05 181748.55 181663.35 LB2NDS OCT252005 COL 6547573 304.84 35131.39 35114.92 LB2NDS OCT252005 COL 6547604 244.36 28161.02 28147.82 LB2NDS OCT252005 COL 6547634 657.59 80868.99 80824.66 LB2NDS OCT252005 COL 6547716 184.99 18200.62 18200.62 LB2NDS OCT252005 COL 6547729 337.59 38448.34 38430.83 LB2NDS OCT252005 COL 6547984 153.45 17473.4 17465.42 LB2NDS OCT252005 COL 6548017 125.85 12269.21 12265.54 LB2NDS OCT252005 COL 6548107 294.07 27326.58 27326.58 LB2NDS OCT252005 COL 6548118 118.37 14548.43 14548.43 LB2NDS OCT252005 COL 6548143 725.68 81892.57 81856.15 LB2NDS OCT252005 COL 6548161 350.09 44024.89 43999.48 LB2NDS OCT252005 COL 6548255 963.28 93917.59 93889.57 LB2NDS OCT252005 COL 6548300 1058.15 111792.17 111834.49 LB2NDS OCT252005 COL 6548317 355.27 40943.35 40924.16 LB2NDS OCT252005 COL 6548379 734.53 82891.05 82854.19 LB2NDS OCT252005 COL 6548397 175.12 18081.27 18074.91 LB2NDS OCT252005 COL 6548691 376.51 36708.79 36697.84 LB2NDS OCT252005 COL 6548843 767.16 81140.55 81080.01 LB2NDS OCT252005 COL 6548845 470.99 51637.15 51615.83 LB2NDS OCT252005 COL 6548860 331.27 38177.17 38159.27 LB2NDS OCT252005 COL 6548981 900.38 93700.9 93667.25 LB2NDS OCT252005 COL 6549159 909.25 111818.88 111757.59 LB2NDS OCT252005 COL 6549421 385.32 37567.01 37555.79 LB2NDS OCT252005 COL 6549627 532.11 54943.14 54923.83 LB2NDS OCT252005 COL 6549776 780.31 91866.01 91820.63 LB2NDS OCT252005 COL 6550078 225.62 26561.23 26548.1 LB2NDS OCT252005 COL 6550096 425.15 44950.35 44933.5 LB2NDS OCT252005 COL 6550139 779.86 89833.52 89833.52 LB2NDS OCT252005 COL 6550155 415.6 48904.46 48904.46 LB2NDS OCT252005 COL 6550313 254.29 28961.09 28947.9 LB2NDS OCT252005 COL 6550403 297.8 33605.89 33590.94 LB2NDS OCT252005 COL 6550462 497.87 58585.56 58585.56 LB2NDS OCT252005 COL 6550512 531.16 63901.76 63868.5 LB2NDS OCT252005 COL 6550771 1083.15 124769.77 124769.77 LB2NDS OCT252005 COL 6550829 368.45 37311.9 37299.47 LB2NDS OCT252005 COL 6550913 425.69 43953.88 43938.43 LB2NDS OCT252005 COL 6551560 1535.3 158527.96 158472.25 LB2NDS OCT252005 COL 6551574 469.23 45735.21 45735.21 LB2NDS OCT252005 COL 6551881 667.22 76893.59 76857.54 LB2NDS OCT252005 COL 6552118 194.98 18164.59 18118.71 LB2NDS OCT252005 COL 6552200 734.27 80502.02 80468.79 LB2NDS OCT252005 COL 6553038 321.23 33962.47 33949.73 LB2NDS OCT252005 COL 6553055 534.58 54313.73 54295.13 LB2NDS OCT252005 COL 6498846 817.99 94269.57 94225.38 LB2NDS OCT252005 COL 6509418 323.9 40730.49 40706.98 LB2NDS OCT252005 COL 6513502 541.78 55906.76 55886.78 LB2NDS OCT252005 COL 6514535 808.91 81892.49 81864.97 LB2NDS OCT252005 COL 6514708 365 36951.48 36951.48 LB2NDS OCT252005 COL 6516517 365 36963.78 36951.48 LB2NDS OCT252005 COL 6518473 789.19 79921.69 79895.09 LB2NDS OCT252005 COL 6518628 1320.9 133768.95 133724.43 LB2NDS OCT252005 COL 6522808 190.64 21959.27 21959.27 LB2NDS OCT252005 COL 6522998 715.74 82447.21 82447.21 LB2NDS OCT252005 COL 6524096 329.5 34823.43 34810.24 LB2NDS OCT252005 COL 6524904 599.69 70298.51 70264.14 LB2NDS OCT252005 COL 6525919 726.99 79702.96 79670.05 LB2NDS OCT252005 COL 6526412 330.79 38923.66 38904.26 LB2NDS OCT252005 COL 6527015 951.39 100588.9 100551.19 LB2NDS OCT252005 COL 6527230 770.04 96834.8 96778.92 LB2NDS OCT252005 COL 6527265 503.09 51927.97 51909.54 LB2NDS OCT252005 COL 6527875 196.49 22549.14 22538.68 LB2NDS OCT252005 COL 6528162 318.24 32228.41 32217.68 LB2NDS OCT252005 COL 6528452 566.39 63887.71 63859.04 LB2NDS OCT252005 COL 6528797 496.01 56922.08 56895.68 LB2NDS OCT252005 COL 6529024 234.31 24639.45 24628.95 LB2NDS OCT252005 COL 6529038 171.42 19522.76 19513.87 LB2NDS OCT252005 COL 6529487 769.93 86886 86847.36 LB2NDS OCT252005 COL 6530897 403.77 46290.45 46290.45 LB2NDS OCT252005 COL 6530960 884.98 99868.96 99824.54 LB2NDS OCT252005 COL 6530966 1021.26 115090.66 115038.08 LB2NDS OCT252005 COL 6531405 217.55 24964.46 24952.87 LB2NDS OCT252005 COL 6531482 209.03 26145.14 26145.14 LB2NDS OCT252005 COL 6531762 445.94 47147.91 47130.23 LB2NDS OCT252005 COL 6531846 220.29 24140.6 24140.6 LB2NDS OCT252005 COL 6532104 315.66 35951.38 35935.02 LB2NDS OCT252005 COL 6532190 362 41543.13 41523.86 LB2NDS OCT252005 COL 6532256 632.56 72899.12 72864.94 LB2NDS OCT252005 COL 6532476 389.93 44937.83 44916.76 LB2NDS OCT252005 COL 6532825 466.25 49295.54 49277.06 LB2NDS OCT252005 COL 6533089 1738.39 183796.99 183728.09 LB2NDS OCT252005 COL 6533119 175.04 20162.62 20162.62 LB2NDS OCT252005 COL 6533344 306.75 35350.82 35334.24 LB2NDS OCT252005 COL 6533397 767.49 77723.83 77697.95 LB2NDS OCT252005 COL 6533497 333.44 38406.48 38388.29 LB2NDS OCT252005 COL 6533805 176.08 18181.19 18174.8 LB2NDS OCT252005 COL 6534106 589.23 67906.04 67874.21 LB2NDS OCT252005 COL 6534513 250.7 31525.61 31507.41 LB2NDS OCT252005 COL 6534686 320.05 36451.03 36434.43 LB2NDS OCT252005 COL 6534967 735.28 75894.75 75894.75 LB2NDS OCT252005 COL 6535076 1168.87 143668.39 143589.01 LB2NDS OCT252005 COL 6535154 496.92 51309.83 51291.8 LB2NDS OCT252005 COL 6535213 236.07 24383.25 24366.18 LB2NDS OCT252005 COL 6535314 117.5 14774.77 14766.23 LB2NDS OCT252005 COL 6535524 566.94 58539.42 58518.85 LB2NDS OCT252005 COL 6535559 451.34 50933.17 50910.52 LB2NDS OCT252005 COL 6535830 333.42 41904.27 41904.27 LB2NDS OCT252005 COL 6536273 458.22 48446.48 48428.32 LB2NDS OCT252005 COL 6536326 199.2 20977.08 20969.3 LB2NDS OCT252005 COL 6536400 287.16 32954.05 32938.76 LB2NDS OCT252005 COL 6536646 779.86 89875.65 89833.52 LB2NDS OCT252005 COL 6537038 192.46 18763.51 18757.9 LB2NDS OCT252005 COL 6537220 561.14 57940.02 57919.65 LB2NDS OCT252005 COL 6537229 291.53 31961.07 31947.87 LB2NDS OCT252005 COL 6537236 408.28 42156.36 42141.54 LB2NDS OCT252005 COL 6537322 417.7 47931.42 47909.15 LB2NDS OCT252005 COL 6537403 290.24 29968.26 29957.72 LB2NDS OCT252005 COL 6537577 902.67 101866.37 101821.08 LB2NDS OCT252005 COL 6537597 774.72 81909.52 81878.81 LB2NDS OCT252005 COL 6537652 262.62 29893.74 29893.74 LB2NDS OCT252005 COL 6538039 195.32 19775.91 19769.29 LB2NDS OCT252005 COL 6538311 1057.87 105102.55 105069.43 LB2NDS OCT252005 COL 6538322 574.92 58222.97 58203.59 LB2NDS OCT252005 COL 6538409 422.86 48732.57 48709.72 LB2NDS OCT252005 COL 6538636 399.83 45100.75 45100.75 LB2NDS OCT252005 COL 6538749 349.86 39846.48 39828.34 LB2NDS OCT252005 COL 6538760 789.08 79910.7 79884.1 LB2NDS OCT252005 COL 6538780 727.87 83883.95 83844.63 LB2NDS OCT252005 COL 6538785 664.62 76558.1 76558.1 LB2NDS OCT252005 COL 6538852 315.56 39659.39 39659.39 LB2NDS OCT252005 COL 6538853 314.69 31868.77 31858.16 LB2NDS OCT252005 COL 6539124 407.96 43116.18 43116.18 LB2NDS OCT252005 COL 6539205 675.14 79484.05 79444.78 LB2NDS OCT252005 COL 6539658 225.42 23275.92 23267.74 LB2NDS OCT252005 COL 6539688 560.62 55325.52 55292.8 LB2NDS OCT252005 COL 6539871 454.44 52344.25 52319.47 LB2NDS OCT252005 COL 6540181 538.53 56958.25 56915.74 LB2NDS OCT252005 COL 6540381 1286.05 161724.08 161630.75 LB2NDS OCT252005 COL 6540475 386.99 39929.44 39915.12 LB2NDS OCT252005 COL 6540484 323.83 31572.28 31562.86 LB2NDS OCT252005 COL 6540600 959.31 108257.98 108209.84 LB2NDS OCT252005 COL 6540720 309.45 38913.6 38891.14 LB2NDS OCT252005 COL 6540994 623.89 71900.52 71866.81 LB2NDS OCT252005 COL 6541021 732.11 77713.21 77683.76 LB2NDS OCT252005 COL 6541147 217.38 24934.26 24934.26 LB2NDS OCT252005 COL 6541236 319.27 32965.87 32954.28 LB2NDS OCT252005 COL 6541253 194.84 23955.95 23942.78 LB2NDS OCT252005 COL 6541405 727.87 83883.95 83844.63 LB2NDS OCT252005 COL 6541514 285.79 35938.05 35917.3 LB2NDS OCT252005 COL 6541633 332.74 38346.95 38328.97 LB2NDS OCT252005 COL 6541730 637.18 71873.27 71841.02 LB2NDS OCT252005 COL 6542047 729.9 73917.58 73892.98 LB2NDS OCT252005 COL 6542112 179.37 20681 20661.69 LB2NDS OCT252005 COL 6542260 439.97 44556.29 44541.46 LB2NDS OCT252005 COL 6542281 458.85 57701.55 57668.25 LB2NDS OCT252005 COL 6542523 242.01 27550.43 27550.43 LB2NDS OCT252005 COL 6542552 191.38 19374.56 19374.56 LB2NDS OCT252005 COL 6542682 485.25 55922.62 55896.4 LB2NDS OCT252005 COL 6542707 304.84 38312.48 38312.48 LB2NDS OCT252005 COL 6542780 864.85 87584.19 87555.04 LB2NDS OCT252005 COL 6542782 885.48 97878.26 97836.98 LB2NDS OCT252005 COL 6543057 129.98 14965.57 14965.57 LB2NDS OCT252005 COL 6543069 649.89 74896.35 74861.23 LB2NDS OCT252005 COL 6543152 1322.68 139845.56 139793.14 LB2NDS OCT252005 COL 6543303 601.27 65919.75 65892.53 LB2NDS OCT252005 COL 6543379 873.24 109811.64 109748.26 LB2NDS OCT252005 COL 6543435 564.97 65109.9 65079.37 LB2NDS OCT252005 COL 6543494 476.97 49249.02 49231.71 LB2NDS OCT252005 COL 6543731 369.92 41745.23 41726.67 LB2NDS OCT252005 COL 6543751 408.99 46932.7 46910.9 LB2NDS OCT252005 COL 6543896 488.72 56295.65 56295.65 LB2NDS OCT252005 COL 6543931 750.13 73135.83 73114.01 LB2NDS OCT252005 COL 6544005 1654.37 170763.24 170763.24 LB2NDS OCT252005 COL 6544116 395.59 44641.42 44621.56 LB2NDS OCT252005 COL 6544249 619.21 75934.34 76051.43 LB2NDS OCT252005 COL 6544305 169.84 19572.91 19563.73 LB2NDS OCT252005 COL 6544336 758.33 73935.12 73913.06 LB2NDS OCT252005 COL 6544371 229.55 22380.36 22373.68 LB2NDS OCT252005 COL 6544405 511.24 58918.49 58890.87 LB2NDS OCT252005 COL 6544475 158.15 19448.47 19437.8 LB2NDS OCT252005 COL 6544485 570.17 65709.07 65678.26 LB2NDS OCT252005 COL 6544543 222.29 24370.32 24360.25 LB2NDS OCT252005 COL 6544621 483.74 49948.31 49930.75 LB2NDS OCT252005 COL 6544650 280.59 31957.07 31942.52 LB2NDS OCT252005 COL 6544671 273.99 28967.99 28957.13 LB2NDS OCT252005 COL 6544879 268.62 30957.16 30942.65 LB2NDS OCT252005 COL 6544895 757.08 78172.09 78144.62 LB2NDS OCT252005 COL 6545002 98.03 11164.01 11158.92 LB2NDS OCT252005 COL 6545078 145.93 14227.51 14223.26 LB2NDS OCT252005 COL 6545166 743.47 85681.44 85641.27 LB2NDS OCT252005 COL 6545207 397.61 38765.98 38754.41 LB2NDS OCT252005 COL 6545265 750.2 94284.58 94284.58 LB2NDS OCT252005 COL 6545542 554.82 57738.93 57718.2 LB2NDS OCT252005 COL 6545579 342.86 39340.02 39321.72 LB2NDS OCT252005 COL 6545604 393.51 38366.34 38354.89 LB2NDS OCT252005 COL 6545641 661.15 76194.58 76158.86 LB2NDS OCT252005 COL 6545655 425.15 44950.35 44933.5 LB2NDS OCT252005 COL 6545696 231.79 27598.61 27584.6 LB2NDS OCT252005 COL 6545806 345.56 35961.97 35949.06 LB2NDS OCT252005 COL 6545837 421.16 44351.53 44335.08 LB2NDS OCT252005 COL 6545850 638.54 80298 80251.66 LB2NDS OCT252005 COL 6545899 912.66 96492.38 96456.19 LB2NDS OCT252005 COL 6545938 362.77 35321.21 35321.21 LB2NDS OCT252005 COL 6546077 236.56 23891.74 23883.15 LB2NDS OCT252005 COL 6546134 632.56 72899.12 72864.94 LB2NDS OCT252005 COL 6546178 268.67 30598.88 30584.95 LB2NDS OCT252005 COL 6546235 286.73 32641.27 32641.27 LB2NDS OCT252005 COL 6546295 481.84 50943.72 50924.62 LB2NDS OCT252005 COL 6546460 1075.27 108893.31 108857.06 LB2NDS OCT252005 COL 6546504 536.38 56936.42 56914.84 LB2NDS OCT252005 COL 6546507 350.45 39548.12 39530.53 LB2NDS OCT252005 COL 6546643 589.23 67906.04 67874.21 LB2NDS OCT252005 COL 6546728 601.76 60940.27 60919.98 LB2NDS OCT252005 COL 6546785 188.56 18383.86 18378.37 LB2NDS OCT252005 COL 6546834 284.2 35624.43 35624.43 LB2NDS OCT252005 COL 6546840 619.3 67754.02 67724.74 LB2NDS OCT252005 COL 6546884 649.89 74896.35 74861.23 LB2NDS OCT252005 COL 6546955 321.58 31343.1 31343.1 LB2NDS OCT252005 COL 6546993 854.3 86514.52 86485.71 LB2NDS OCT252005 COL 6547012 893.96 94858.08 94858.08 LB2NDS OCT252005 COL 6547072 469.48 54105.13 54079.76 LB2NDS OCT252005 COL 6547109 341.45 43921.09 43894.41 LB2NDS OCT252005 COL 6547110 178.51 20550.02 20540.19 LB2NDS OCT252005 COL 6547114 380.59 38542.23 38529.4 LB2NDS OCT252005 COL 6547127 735.28 75911.94 75885.17 LB2NDS OCT252005 COL 6547174 205.37 23547.72 23536.62 LB2NDS OCT252005 COL 6547295 404.87 50892.74 50863.2 LB2NDS OCT252005 COL 6547475 871.72 91799.7 91765.65 LB2NDS OCT252005 COL 6547833 140.12 15958.55 15951.28 LB2NDS OCT252005 COL 6547862 1133.73 119867.61 119822.68 LB2NDS OCT252005 COL 6547890 491.29 51933.9 51914.34 LB2NDS OCT252005 COL 6547932 434.6 45932.01 45932.01 LB2NDS OCT252005 COL 6548208 316.83 30880.66 30880.66 LB2NDS OCT252005 COL 6548306 537.24 61914.33 61885.3 LB2NDS OCT252005 COL 6548362 125.31 14380.31 14373.64 LB2NDS OCT252005 COL 6548443 781.7 80714.47 80686.11 LB2NDS OCT252005 COL 6548482 247.54 26148.99 26158.92 LB2NDS OCT252005 COL 6548542 254.76 29359.35 29345.58 LB2NDS OCT252005 COL 6548572 345.92 34368.13 34357.3 LB2NDS OCT252005 COL 6548838 227.98 25965.12 25953.3 LB2NDS OCT252005 COL 6548864 593.72 69898.03 69863.49 LB2NDS OCT252005 COL 6548925 695.88 73867.51 73839.52 LB2NDS OCT252005 COL 6548996 736.54 84882.55 84842.75 LB2NDS OCT252005 COL 6549152 325.48 40910.36 40886.59 LB2NDS OCT252005 COL 6549180 577.95 71035.89 71035.89 LB2NDS OCT252005 COL 6549281 178.51 20561.86 20561.86 LB2NDS OCT252005 COL 6549501 531.09 66747.52 66747.52 LB2NDS OCT252005 COL 6549506 718.16 72728.74 72704.53 LB2NDS OCT252005 COL 6549516 611.13 75156.27 75115.08 LB2NDS OCT252005 COL 6549542 299.82 34552.18 34535.98 LB2NDS OCT252005 COL 6549587 1205.54 127459.2 127411.41 LB2NDS OCT252005 COL 6549636 1148.29 131777.61 131716.49 LB2NDS OCT252005 COL 6549691 445.04 45952.44 45936.29 LB2NDS OCT252005 COL 6549726 365.71 37760.91 37747.64 LB2NDS OCT252005 COL 6549740 1264.83 155441.74 155355.68 LB2NDS OCT252005 COL 6549778 805.33 90880.76 90840.34 LB2NDS OCT252005 COL 6549928 409.91 39964.92 39952.99 LB2NDS OCT252005 COL 6550062 202.55 23069.02 23058.52 LB2NDS OCT252005 COL 6550114 555.7 69840.45 69840.45 LB2NDS OCT252005 COL 6550294 454.99 47349.92 47332.92 LB2NDS OCT252005 COL 6550410 319.13 40108.38 40108.38 LB2NDS OCT252005 COL 6550468 292.26 35941.78 35922.08 LB2NDS OCT252005 COL 6550543 361.84 37361.33 37348.2 LB2NDS OCT252005 COL 6550585 630.48 66925.26 66899.9 LB2NDS OCT252005 COL 6550713 328.79 34761.58 34748.54 LB2NDS OCT252005 COL 6551356 471.4 45959.65 45945.93 LB2NDS OCT252005 COL 6551415 299.24 29174.37 29165.66 LB2NDS OCT252005 COL 6551431 415.52 43931.45 43914.97 LB2NDS OCT252005 COL 6551636 777.74 95592.62 95592.62 LB2NDS OCT252005 COL 6552350 301.96 34652.57 34636.49 LB2NDS OCT252005 COL 6552814 121.78 14888.32 14888.32 LB2NDS OCT252005 COL 6552919 420.89 46122.41 46103.17 LB2NDS OCT252005 COL 6552995 727.7 83863.96 83824.64 LB2NDS OCT252005 COL 6553171 386.2 44319.31 44298.74 LB2NDS OCT252005 COL 6553225 278.74 27176.15 27168.04 LB2NDS OCT252005 COL 6553256 495.85 51198.6 51180.6 LB2NDS OCT252005 COL 6553452 508.34 55514.29 55514.29 LB2NDS OCT252005 COL 6553579 472.39 49944.83 49926.11 LB2NDS OCT252005 COL 6555082 982.32 110854.58 110805.29 LB2NDS OCT252005 COL 6483404 420.39 45311.12 45292.87 LB2NDS OCT252005 COL 6503560 344.6 39509 39490.35 LB2NDS OCT252005 COL 6506265 493.91 56894.58 56867.68 LB2NDS OCT252005 COL 6514907 193.14 21174.21 21165.46 LB2NDS OCT252005 COL 6517938 375.03 43220.19 43199.93 LB2NDS OCT252005 COL 6519239 972.47 108834.25 108786.87 LB2NDS OCT252005 COL 6520264 637.18 71873.7 71841.46 LB2NDS OCT252005 COL 6520989 466.19 53725.65 53700.46 LB2NDS OCT252005 COL 6522412 246.09 30947.23 30929.38 LB2NDS OCT252005 COL 6522932 628.33 70843.64 70843.64 LB2NDS OCT252005 COL 6523200 237.47 27354.25 27341.31 LB2NDS OCT252005 COL 6523350 537.08 56762.98 56762.98 LB2NDS OCT252005 COL 6523553 1029.41 118517.09 118517.09 LB2NDS OCT252005 COL 6524806 254.88 28762.24 28749.44 LB2NDS OCT252005 COL 6526007 472.39 49944.83 49926.11 LB2NDS OCT252005 COL 6526910 408.88 47902.84 47902.84 LB2NDS OCT252005 COL 6527123 1209.65 139471.94 139341.77 LB2NDS OCT252005 COL 6528222 346.19 37953.75 37938.07 LB2NDS OCT252005 COL 6530108 755.01 92798.68 92798.68 LB2NDS OCT252005 COL 6530386 197.3 19980.41 19973.76 LB2NDS OCT252005 COL 6530474 756.14 82864.85 82864.85 LB2NDS OCT252005 COL 6531004 276.22 27963.27 27963.27 LB2NDS OCT252005 COL 6531716 569.16 49402.84 49290.66 LB2NDS OCT252005 COL 6532246 494.88 52322.19 52302.57 LB2NDS OCT252005 COL 6532362 489.54 50547.24 50529.47 LB2NDS OCT252005 COL 6532423 493.24 49967.53 49934.44 LB2NDS OCT252005 COL 6532478 481.84 50943.72 50924.62 LB2NDS OCT252005 COL 6533741 655.93 71704.16 71704.16 LB2NDS OCT252005 COL 6533796 278.47 31941.4 31941.4 LB2NDS OCT252005 COL 6534131 346.61 39921.89 39921.89 LB2NDS OCT252005 COL 6534559 589.23 67870.11 67837.98 LB2NDS OCT252005 COL 6534971 291.34 31941.12 31927.93 LB2NDS OCT252005 COL 6536129 173.39 19982.35 19972.98 LB2NDS OCT252005 COL 6536176 372.6 42857.47 42836.66 LB2NDS OCT252005 COL 6536500 365 36963.78 36951.48 LB2NDS OCT252005 COL 6536909 482.84 52487.65 52487.65 LB2NDS OCT252005 COL 6537114 691.48 79689.73 79652.37 LB2NDS OCT252005 COL 6537134 710.54 81886.71 81848.32 LB2NDS OCT252005 COL 6537350 1547.95 159890.25 159778.45 LB2NDS OCT252005 COL 6538466 266.44 25977.21 25969.46 LB2NDS OCT252005 COL 6538700 445.68 50759.83 50736.73 LB2NDS OCT252005 COL 6538966 955.77 107858.51 107810.55 LB2NDS OCT252005 COL 6539290 534.08 48650.41 48531.89 LB2NDS OCT252005 COL 6539358 1156.16 117085.28 117046.31 LB2NDS OCT252005 COL 6539484 498.69 54669.47 54646.86 LB2NDS OCT252005 COL 6539659 1591.19 195683.04 195575.78 LB2NDS OCT252005 COL 6539679 883.84 101859.08 101811.33 LB2NDS OCT252005 COL 6539805 440.24 44755.48 44740.42 LB2NDS OCT252005 COL 6540175 547.64 63083.08 63083.08 LB2NDS OCT252005 COL 6540231 331.04 41553.24 41528.66 LB2NDS OCT252005 COL 6540322 435.1 49931.64 49908.48 LB2NDS OCT252005 COL 6540362 499.34 62753.94 62753.94 LB2NDS OCT252005 COL 6540365 771.2 88835.35 88835.35 LB2NDS OCT252005 COL 6540499 425.4 52112.99 52082.78 LB2NDS OCT252005 COL 6540567 832.03 85643.12 85610.43 LB2NDS OCT252005 COL 6540700 330.84 37680.39 37663.24 LB2NDS OCT252005 COL 6540843 223.86 25484.56 25472.86 LB2NDS OCT252005 COL 6541104 225.3 25939.6 25951.88 LB2NDS OCT252005 COL 6541372 801.8 100827.97 100769.78 LB2NDS OCT252005 COL 6541409 380.59 38529.4 38529.4 LB2NDS OCT252005 COL 6541556 551.1 63512.13 63482.36 LB2NDS OCT252005 COL 6541683 280.57 28970.01 28959.83 LB2NDS OCT252005 COL 6541701 660.28 76094.72 76059.05 LB2NDS OCT252005 COL 6541753 438.39 53912.67 53883.12 LB2NDS OCT252005 COL 6541959 246.52 25444.68 25444.68 LB2NDS OCT252005 COL 6542147 138.54 15778.82 15771.64 LB2NDS OCT252005 COL 6542151 334.52 37767.12 37733.69 LB2NDS OCT252005 COL 6542187 242.63 27602.51 27586.45 LB2NDS OCT252005 COL 6542190 1321.89 133868.72 133824.16 LB2NDS OCT252005 COL 6542193 1223.24 123878.63 123837.4 LB2NDS OCT252005 COL 6542344 247.14 28243.23 28271.15 LB2NDS OCT252005 COL 6542382 411.29 52904.95 52872.81 LB2NDS OCT252005 COL 6542425 379.41 43540.38 43520.18 LB2NDS OCT252005 COL 6542431 913.3 105205.04 105205.04 LB2NDS OCT252005 COL 6542448 554.41 56144.97 56126.28 LB2NDS OCT252005 COL 6542527 266.35 26973.58 26964.6 LB2NDS OCT252005 COL 6542530 876.84 99865.87 99820.41 LB2NDS OCT252005 COL 6542676 286.19 35911.67 35890.33 LB2NDS OCT252005 COL 6542745 174.92 19167.88 19159.88 LB2NDS OCT252005 COL 6542761 389.39 43942.34 43922.8 LB2NDS OCT252005 COL 6542839 830.09 85708.55 85678.41 LB2NDS OCT252005 COL 6542914 251.55 25973.1 25963.97 LB2NDS OCT252005 COL 6543022 381.26 43939.23 43918.64 LB2NDS OCT252005 COL 6543273 224.26 23147.9 23147.9 LB2NDS OCT252005 COL 6543387 455 44361.06 44347.82 LB2NDS OCT252005 COL 6543492 618.69 71301.35 71267.93 LB2NDS OCT252005 COL 6543566 138.06 15551.8 15551.8 LB2NDS OCT252005 COL 6543803 285.33 30177.88 30155.35 LB2NDS OCT252005 COL 6543859 248.3 22602.43 22547.19 LB2NDS OCT252005 COL 6543929 184.24 19478.46 19471.15 LB2NDS OCT252005 COL 6544113 1095.94 115872.03 115828.59 LB2NDS OCT252005 COL 6544172 532.86 56284.07 56284.07 LB2NDS OCT252005 COL 6544174 327.44 36951.53 36935.1 LB2NDS OCT252005 COL 6544337 146 14764.36 14764.36 LB2NDS OCT252005 COL 6544443 439.78 44536.35 44521.52 LB2NDS OCT252005 COL 6544511 524.81 53147.93 53130.24 LB2NDS OCT252005 COL 6544582 935.19 92913.84 92884.56 LB2NDS OCT252005 COL 6544827 565.63 64911.13 64881.02 LB2NDS OCT252005 COL 6544858 1064.92 101915.39 101886.61 LB2NDS OCT252005 COL 6544897 869.2 91898.48 91864.02 LB2NDS OCT252005 COL 6544925 761.57 77124.43 77098.76 LB2NDS OCT252005 COL 6544949 448.86 51728.41 51704.15 LB2NDS OCT252005 COL 6544951 161.34 18375.31 18366.94 LB2NDS OCT252005 COL 6544984 118.38 13481.88 13475.74 LB2NDS OCT252005 COL 6545027 164.47 16982.43 16976.46 LB2NDS OCT252005 COL 6545164 206.76 23548.37 23537.65 LB2NDS OCT252005 COL 6545194 140.08 14186.1 14181.38 LB2NDS OCT252005 COL 6545280 407.26 46892.71 46892.71 LB2NDS OCT252005 COL 6545316 373.45 38560.08 38546.52 LB2NDS OCT252005 COL 6545331 514.7 53144.98 53126.3 LB2NDS OCT252005 COL 6545334 465.62 47153.8 47138.11 LB2NDS OCT252005 COL 6545448 1124.7 119864.69 119818.77 LB2NDS OCT252005 COL 6545453 541.59 55941.6 55902.48 LB2NDS OCT252005 COL 6545461 937.16 94907.02 94875.43 LB2NDS OCT252005 COL 6545512 623.56 65825.33 65799.68 LB2NDS OCT252005 COL 6545754 217.03 21968.14 21968.14 LB2NDS OCT252005 COL 6545773 838.13 91842.63 91842.63 LB2NDS OCT252005 COL 6545858 1193.39 146689.6 146608.61 LB2NDS OCT252005 COL 6545965 213.95 24367.27 24356.18 LB2NDS OCT252005 COL 6545991 259.29 26781.6 26762.86 LB2NDS OCT252005 COL 6546188 291.62 28964 28964 LB2NDS OCT252005 COL 6546219 297.35 33555.98 33541.06 LB2NDS OCT252005 COL 6546352 524.9 60237.55 60209.61 LB2NDS OCT252005 COL 6546380 1198.72 150738.97 150651.95 LB2NDS OCT252005 COL 6546493 301.67 30550.05 30539.88 LB2NDS OCT252005 COL 6546532 619.51 62738.54 62717.66 LB2NDS OCT252005 COL 6546541 1090.07 125626.2 125567.31 LB2NDS OCT252005 COL 6546596 260.19 29348.39 29348.39 LB2NDS OCT252005 COL 6546858 744.95 76920.41 76893.38 LB2NDS OCT252005 COL 6546906 428.18 46942.84 46923.45 LB2NDS OCT252005 COL 6546936 1410.89 169739.05 169650.71 LB2NDS OCT252005 COL 6546941 539.83 67884.16 67844.98 LB2NDS OCT252005 COL 6546998 291.26 33157.35 33157.35 LB2NDS OCT252005 COL 6547139 279.79 32108.02 32093.12 LB2NDS OCT252005 COL 6547189 444.56 55904.18 55871.91 LB2NDS OCT252005 COL 6547292 635.47 73161.26 73161.26 LB2NDS OCT252005 COL 6547366 500.09 48742.5 48742.5 LB2NDS OCT252005 COL 6547372 558.04 64311.01 64280.86 LB2NDS OCT252005 COL 6547395 1017.39 105878.03 105840.01 LB2NDS OCT252005 COL 6547403 206.98 22639.98 22639.98 LB2NDS OCT252005 COL 6547579 857.86 90699.82 90665.82 LB2NDS OCT252005 COL 6547646 170.11 19382.72 19365.15 LB2NDS OCT252005 COL 6547672 684.12 72618.9 72591.38 LB2NDS OCT252005 COL 6547806 220.59 22775.58 22767.56 LB2NDS OCT252005 COL 6547919 282.43 27535.82 27527.6 LB2NDS OCT252005 COL 6548042 562.3 56915.54 56896.31 LB2NDS OCT252005 COL 6548048 219.29 25153.88 25153.88 LB2NDS OCT252005 COL 6548142 520.37 58696.83 58696.83 LB2NDS OCT252005 COL 6548171 702.37 71130.33 71106.66 LB2NDS OCT252005 COL 6548364 152.6 13900.1 13866.23 LB2NDS OCT252005 COL 6548415 883.84 101805.62 101757.43 LB2NDS OCT252005 COL 6548506 973.53 94916.71 94888.39 LB2NDS OCT252005 COL 6548510 250.97 31559.13 31540.91 LB2NDS OCT252005 COL 6548523 1013.82 116838.34 116783.57 LB2NDS OCT252005 COL 6548559 424.59 48909.36 48909.36 LB2NDS OCT252005 COL 6548672 235.5 22959.83 22952.97 LB2NDS OCT252005 COL 6548729 283.44 29966.88 29955.64 LB2NDS OCT252005 COL 6548769 345.27 34954.1 34954.1 LB2NDS OCT252005 COL 6548773 310.05 35312.57 35296.5 LB2NDS OCT252005 COL 6548916 265.73 30278.01 30250.57 LB2NDS OCT252005 COL 6549205 535.51 61714.59 61685.65 LB2NDS OCT252005 COL 6549413 353.24 36761.12 36747.92 LB2NDS OCT252005 COL 6549485 839.84 94817.46 94733.52 LB2NDS OCT252005 COL 6549583 349.09 42953.81 42906.92 LB2NDS OCT252005 COL 6549596 294.13 33751.15 33735.47 LB2NDS OCT252005 COL 6549734 215.12 24675.76 24675.76 LB2NDS OCT252005 COL 6549841 375.23 42363.12 42325.62 LB2NDS OCT252005 COL 6549868 291.04 28375.08 28366.61 LB2NDS OCT252005 COL 6549871 354.94 35956.63 35932.81 LB2NDS OCT252005 COL 6549941 626.7 71377.14 71344.65 LB2NDS OCT252005 COL 6549949 605.32 68310.39 68280.02 LB2NDS OCT252005 COL 6550030 371.69 41944.97 41926.32 LB2NDS OCT252005 COL 6550090 476.32 59897.79 59863.22 LB2NDS OCT252005 COL 6550179 178.51 20561.86 20561.86 LB2NDS OCT252005 COL 6550198 340.02 33090.93 33080.44 LB2NDS OCT252005 COL 6550433 134.46 11648.7 11596.98 LB2NDS OCT252005 COL 6550810 163.6 18774.29 18765.58 LB2NDS OCT252005 COL 6550824 980.09 95914.89 95885.96 LB2NDS OCT252005 COL 6550892 853.97 83284.54 83235.11 LB2NDS OCT252005 COL 6550997 668.22 67290.36 67319.05 LB2NDS OCT252005 COL 6551011 584.09 65913.51 65884.19 LB2NDS OCT252005 COL 6551488 465.77 43765.62 43753.92 LB2NDS OCT252005 COL 6551844 1178.65 119363.06 119323.33 LB2NDS OCT252005 COL 6551946 299.82 34535.79 34535.79 LB2NDS OCT252005 COL 6552211 336.28 42263.44 42263.44 LB2NDS OCT252005 COL 6552469 164.85 18774.77 18766.22 LB2NDS OCT252005 COL 6552485 252.62 28766.53 28753.39 LB2NDS OCT252005 COL 6552623 283.12 28671.92 28662.38 LB2NDS OCT252005 COL 6552708 188.56 18383.86 18378.37 LB2NDS OCT252005 COL 6553552 255.05 23142.22 23084.84 LB2NDS OCT252005 COL 6553678 510.18 53940.42 53920.2 LB2NDS OCT252005 COL 6553823 474.09 49906.92 49906.92 LB2NDS OCT252005 COL 6554108 661.16 69900.23 00000 XX0XXX XXX000000 XXX 6554310 1159.39 133615.14 133552.51 LB2NDS OCT252005 COL 6554511 397.84 36233.05 36144.7 LB2NDS OCT252005 COL 6554537 589.23 67874.21 67874.21 LB2NDS OCT252005 COL 6554578 1109.13 127823.17 127763.26 LB2NDS OCT252005 COL 6556974 204.96 19982.45 19976.48 LB2NDS OCT252005 COL 6488192 608.88 74837.66 74796.3 LB2NDS OCT252005 COL 6500777 1282.43 147795.54 147726.27 LB2NDS OCT252005 COL 6506414 1161.13 133470.7 133470.7 LB2NDS OCT252005 COL 6517580 712.41 78104.92 78072.67 LB2NDS OCT252005 COL 6518708 162.54 16782.62 16776.72 LB2NDS OCT252005 COL 6519535 1343.09 154785.85 154713.29 LB2NDS OCT252005 COL 6520348 858.37 94842 94801.64 LB2NDS OCT252005 COL 6521323 493.24 49795.19 49758.8 LB2NDS OCT252005 COL 6521801 294.61 33952.64 33936.72 LB2NDS OCT252005 COL 6521966 508.9 59883.01 59853.17 LB2NDS OCT252005 COL 6522002 308.5 37917.75 37896.79 LB2NDS OCT252005 COL 6523140 181.89 18769.2 18762.49 LB2NDS OCT252005 COL 6525892 1606.35 162676.62 162622.48 LB2NDS OCT252005 COL 6526413 789.18 79921.72 79895.13 LB2NDS OCT252005 COL 6527007 428.14 43357.5 43343.06 LB2NDS OCT252005 COL 6527777 371.51 38360.3 38346.82 LB2NDS OCT252005 COL 6528035 768.48 81250.27 81219.81 LB2NDS OCT252005 COL 6528169 944.78 99722.49 99683.52 LB2NDS OCT252005 COL 6528181 972.59 109707.19 109707.19 LB2NDS OCT252005 COL 6529963 476.58 54876.79 54850.66 LB2NDS OCT252005 COL 6531866 203.92 23224.8 23214.23 LB2NDS OCT252005 COL 6532226 1057.14 121831.46 121774.35 LB2NDS OCT252005 COL 6532957 1045.56 106258.97 106258.97 LB2NDS OCT252005 COL 6533050 356.03 36743.82 36730.73 LB2NDS OCT252005 COL 6533180 277.29 31955.78 31940.79 LB2NDS OCT252005 COL 6534357 797.19 91872.89 91829.82 LB2NDS OCT252005 COL 6534443 933.61 114731.66 114731.66 LB2NDS OCT252005 COL 6534706 736.93 77913.93 77884.72 LB2NDS OCT252005 COL 6535428 236.56 23956.53 23948.56 LB2NDS OCT252005 COL 6535953 330.67 34948.29 34948.29 LB2NDS OCT252005 COL 6535978 255.05 23233.06 23176.46 LB2NDS OCT252005 COL 6536097 727.48 76886.2 76886.2 LB2NDS OCT252005 COL 6536463 264.54 27952.12 27952.12 LB2NDS OCT252005 COL 6536467 370.97 36168.25 36157.46 LB2NDS OCT252005 COL 6536735 1468.05 165668.65 165594.98 LB2NDS OCT252005 COL 6537537 345.82 36695.11 36695.11 LB2NDS OCT252005 COL 6538133 425.69 43954.51 43939.06 LB2NDS OCT252005 COL 6538264 674.15 73910.03 73879.51 LB2NDS OCT252005 COL 6538471 360.47 41542.52 41523.04 LB2NDS OCT252005 COL 6538633 180.63 20269.87 20257.99 LB2NDS OCT252005 COL 6538706 222.52 22984.22 22968.14 LB2NDS OCT252005 COL 6538804 633.64 71506.19 71474.39 LB2NDS OCT252005 COL 6538971 720.13 72928.56 72904.29 LB2NDS OCT252005 COL 6539330 339.83 38349.69 38332.64 LB2NDS OCT252005 COL 6539444 311.73 30956.95 30956.95 LB2NDS OCT252005 COL 6539583 345.56 35961.97 35949.06 LB2NDS OCT252005 COL 6539823 147.31 16971.1 16963.09 LB2NDS OCT252005 COL 6539860 928.64 90539.53 90512.51 LB2NDS OCT252005 COL 6539982 233.97 26647.18 26635.05 LB2NDS OCT252005 COL 6540066 765.27 80909.16 80878.81 LB2NDS OCT252005 COL 6540107 548.23 62913.86 62884.67 LB2NDS OCT252005 COL 6540123 462.89 50728.28 50728.28 LB2NDS OCT252005 COL 6540372 435.36 44953.49 44937.7 LB2NDS OCT252005 COL 6540545 724.02 71867.19 71867.19 LB2NDS OCT252005 COL 6540778 658.55 75894.99 75859.41 LB2NDS OCT252005 COL 6540944 565.68 55167.88 55135.12 LB2NDS OCT252005 COL 6540992 865.46 94884.49 94845.32 LB2NDS OCT252005 COL 6541077 1457.61 159805.48 159739.51 LB2NDS OCT252005 COL 6541639 888.09 93896.29 93861.09 LB2NDS OCT252005 COL 6541785 922.84 106294.9 106244.56 LB2NDS OCT252005 COL 6541806 495.59 55951.28 55901.74 LB2NDS OCT252005 COL 6541858 753.67 76325.23 76299.83 LB2NDS OCT252005 COL 6541877 514.71 59317.92 59290.11 LB2NDS OCT252005 COL 6541892 218.65 22575.26 22567.31 LB2NDS OCT252005 COL 6541949 313.27 35869.94 35852.6 LB2NDS OCT252005 COL 6542022 735.28 75919.24 75892.54 LB2NDS OCT252005 COL 6542219 171.24 17687.86 17675.5 LB2NDS OCT252005 COL 6542334 287.16 32634.64 32634.64 LB2NDS OCT252005 COL 6542455 138.65 15977.86 15970.36 LB2NDS OCT252005 COL 6542480 417.66 48110.83 48110.83 LB2NDS OCT252005 COL 6542497 391.59 44929.65 44908.73 LB2NDS OCT252005 COL 6542656 400.85 43964.48 43928.34 LB2NDS OCT252005 COL 6542772 838.51 84916.8 84888.54 LB2NDS OCT252005 COL 6542773 858.24 86874.67 86845.36 LB2NDS OCT252005 COL 6543182 707.53 71928.74 71904.53 LB2NDS OCT252005 COL 6543392 739.12 76918.64 76891.02 LB2NDS OCT252005 COL 6543397 649.11 65735.58 65713.7 LB2NDS OCT252005 COL 6543565 1400.8 141861.04 141813.83 LB2NDS OCT252005 COL 6543742 701.88 80850.14 80850.14 LB2NDS OCT252005 COL 6543763 522.14 58922.68 58896.47 LB2NDS OCT252005 COL 6543821 272.78 33545.65 33527.26 LB2NDS OCT252005 COL 6543878 901.17 103856.32 103807.64 LB2NDS OCT252005 COL 6543881 340.12 35940.04 35926.38 LB2NDS OCT252005 COL 6544061 699.13 78896.5 78861.42 LB2NDS OCT252005 COL 6544097 771.63 96978.45 96978.45 LB2NDS OCT252005 COL 6544213 433.26 49930.91 49907.5 LB2NDS OCT252005 COL 6544250 476.32 59897.79 59863.22 LB2NDS OCT252005 COL 6544498 701.88 80888.06 80850.14 LB2NDS OCT252005 COL 6544656 301.87 30569.64 30559.46 LB2NDS OCT252005 COL 6544802 549.35 69082.13 69042.26 LB2NDS OCT252005 COL 6544940 892.39 99871.75 99828.27 LB2NDS OCT252005 COL 6545063 441.95 44733.04 44717.92 LB2NDS OCT252005 COL 6545141 735.67 84782.7 84742.95 LB2NDS OCT252005 COL 6545154 624.76 71966.61 71966.61 LB2NDS OCT252005 COL 6545465 420.37 47403.4 47382.01 LB2NDS OCT252005 COL 6545498 378.81 38362.41 38349.64 LB2NDS OCT252005 COL 6545556 1099.72 116220.9 116176.85 LB2NDS OCT252005 COL 6545609 442.49 49934.48 49912.27 LB2NDS OCT252005 COL 6545626 303.34 29574.03 29565.2 LB2NDS OCT252005 COL 6545667 249.56 28747.61 28734.02 LB2NDS OCT252005 COL 6545673 356.62 34769.49 34759.12 LB2NDS OCT252005 COL 6545701 637.53 69894.9 69866.04 LB2NDS OCT252005 COL 6545724 1418.01 150522.13 150465.09 LB2NDS OCT252005 COL 6545816 435.1 49930.73 49907.56 LB2NDS OCT252005 COL 6545925 318.5 37923.14 37903.89 LB2NDS OCT252005 COL 6545984 380.9 47870.6 47870.6 LB2NDS OCT252005 COL 6546156 615.23 70901.89 70868.65 LB2NDS OCT252005 COL 6546205 466.19 53725.65 53700.46 LB2NDS OCT252005 COL 6546233 202.55 23069.02 23058.52 LB2NDS OCT252005 COL 6546330 374.67 37930.19 37930.19 LB2NDS OCT252005 COL 6546430 443.92 44943.74 44928.66 LB2NDS OCT252005 COL 6546432 739.86 74904.85 74879.71 LB2NDS OCT252005 COL 6546474 890.29 100468.18 100423.5 LB2NDS OCT252005 COL 6546742 420.26 48430.5 48407.77 LB2NDS OCT252005 COL 6546744 118.88 11487.81 11483.33 LB2NDS OCT252005 COL 6546789 179.95 18574.24 18574.24 LB2NDS OCT252005 COL 6546810 230.1 25965.76 25954.21 LB2NDS OCT252005 COL 6547124 442.49 49934.48 49912.27 LB2NDS OCT252005 COL 6547171 884.98 99868.96 99824.54 LB2NDS OCT252005 COL 6547444 602.2 70896.58 70861.55 LB2NDS OCT252005 COL 6547447 240.51 26367.89 00000 XX0XXX XXX000000 XXX 6547461 171.02 19485.64 19467.96 LB2NDS OCT252005 COL 6547473 430.27 52914.3 52885.3 LB2NDS OCT252005 COL 6547586 968.51 121721.9 121721.9 LB2NDS OCT252005 COL 6547832 575.37 66308.23 66277.14 LB2NDS OCT252005 COL 6548092 809.57 78930.73 78907.18 LB2NDS OCT252005 COL 6548192 162.21 19947.66 19936.72 LB2NDS OCT252005 COL 6548333 299.89 30370.25 30360.14 LB2NDS OCT252005 COL 6548348 563.23 64910.2 64879.77 LB2NDS OCT252005 COL 6548349 901.17 103856.32 103807.64 LB2NDS OCT252005 COL 6548389 1486.93 171362.93 171282.6 LB2NDS OCT252005 COL 6548400 1109.13 127823.17 127763.26 LB2NDS OCT252005 COL 6548575 453.49 47929.08 47929.08 LB2NDS OCT252005 COL 6548668 1129.23 127360.68 127303.4 LB2NDS OCT252005 COL 6549214 532.51 53927.14 53909.18 LB2NDS OCT252005 COL 6549268 232.37 22655.11 22648.35 LB2NDS OCT252005 COL 6549298 260.57 27549.57 27539.24 LB2NDS OCT252005 COL 6549407 122.98 11686.46 11679.86 LB2NDS OCT252005 COL 6549613 394.6 39960.83 39947.52 LB2NDS OCT252005 COL 6549853 485.25 55922.62 55896.4 LB2NDS OCT252005 COL 6549944 799.05 80920.73 80893.8 LB2NDS OCT252005 COL 6549969 405.32 45719.65 45719.65 LB2NDS OCT252005 COL 6550337 587.46 73872.31 73829.66 LB2NDS OCT252005 COL 6550388 452.5 56803.67 56870.08 LB2NDS OCT252005 COL 6550531 470.08 51558.36 51515.99 LB2NDS OCT252005 COL 6550567 463.65 46953.99 46938.36 LB2NDS OCT252005 COL 6550576 373.12 46919.93 46892.84 LB2NDS OCT252005 COL 6550707 188.66 19445.49 19438.32 LB2NDS OCT252005 COL 6550767 727.59 70958.29 70916.15 LB2NDS OCT252005 COL 6551049 701.88 80585.6 80545.19 LB2NDS OCT252005 COL 6551074 866.85 89507.39 89475.94 LB2NDS OCT252005 COL 6551179 206.01 18763.15 18717.41 LB2NDS OCT252005 COL 6551324 147.31 16774.47 16766.81 LB2NDS OCT252005 COL 6552036 1696.82 179401.85 179334.6 LB2NDS OCT252005 COL 6552038 631.35 63937.36 63916.08 LB2NDS OCT252005 COL 6552153 320.61 36912.32 36912.32 LB2NDS OCT252005 COL 6552463 134.86 15352.52 15345.47 LB2NDS OCT252005 COL 6552604 285.95 32954.4 32938.95 LB2NDS OCT252005 COL 6552752 275.05 31039.28 31025.48 LB2NDS OCT252005 COL 6552886 873.24 109812.65 109749.28 LB2NDS OCT252005 COL 6553102 561.58 56871.27 56852.34 LB2NDS OCT252005 COL 6553656 300.89 33930 33914.69 LB2NDS OCT252005 COL 6553730 518.08 53494.65 53475.85 LB2NDS OCT252005 COL 6554003 741.52 78712.1 78682.27 LB2NDS OCT252005 COL 6554046 691.48 79689.73 79652.37 LB2NDS OCT252005 COL 6554098 285.14 30146.67 30135.36 LB2NDS OCT252005 COL 6554178 542.57 54946.15 54927.86 LB2NDS OCT252005 COL 6554408 819 89728.32 89690.7 LB2NDS OCT252005 COL 6554553 340.94 35203.56 35191.19 LB2NDS OCT252005 COL 6554605 136.62 15347.28 15338.43 LB2NDS OCT252005 COL 6555236 681.43 76864.91 76864.91 LB2NDS OCT252005 COL 6555363 406.99 46888.61 46844.2 LB2NDS OCT252005 COL 6555698 838.06 84870.84 84842.59 LB2NDS OCT252005 COL 6556246 1175.86 135448.97 135448.97 LB2NDS OCT252005 COL 6556522 1083.14 124768.77 124768.77 LB2NDS OCT252005 COL 6494237 289.39 32613.2 32613.2 LB2NDS OCT252005 COL 6498482 124.58 13641.15 13635.36 LB2NDS OCT252005 COL 6499357 330.68 34961.36 34948.25 LB2NDS OCT252005 COL 6515087 165.34 18965.22 18965.22 LB2NDS OCT252005 COL 6515201 231.37 28422.26 28406.43 LB2NDS OCT252005 COL 6517298 850.3 89867 89867 LB2NDS OCT252005 COL 6517333 309.74 34954.15 34938.61 LB2NDS OCT252005 COL 6518155 317.55 39931.85 39908.8 LB2NDS OCT252005 COL 6518664 1385.09 129038.12 128712.22 LB2NDS OCT252005 COL 6521836 96.46 10990.19 10980.22 LB2NDS OCT252005 COL 6522879 357.97 36961.74 36948.75 LB2NDS OCT252005 COL 6523493 892.51 102857.68 102809.46 LB2NDS OCT252005 COL 6525688 402.48 42537.03 42537.03 LB2NDS OCT252005 COL 6525891 787.52 81287.28 81258.44 LB2NDS OCT252005 COL 6526502 715.17 75943.74 75886.46 LB2NDS OCT252005 COL 6528068 773.4 78297.21 78270.9 LB2NDS OCT252005 COL 6528636 414.32 41958.89 41944.93 LB2NDS OCT252005 COL 6529139 708.59 74705.82 74675.81 LB2NDS OCT252005 COL 6530365 651.27 75056.16 75020.98 LB2NDS OCT252005 COL 6530606 279.66 31541.51 31527.32 LB2NDS OCT252005 COL 6531973 623.56 65927.16 65902.44 LB2NDS OCT252005 COL 6532045 238.5 27163.52 27151.16 LB2NDS OCT252005 COL 6532175 1525.06 175756.84 175674.45 LB2NDS OCT252005 COL 6532378 917.43 92908.98 92878.06 LB2NDS OCT252005 COL 6532865 769.46 77851.17 77824.54 LB2NDS OCT252005 COL 6533096 332.74 38346.95 38328.97 LB2NDS OCT252005 COL 6533864 624.76 71966.61 71966.61 LB2NDS OCT252005 COL 6534008 285.79 35430.23 35405.74 LB2NDS OCT252005 COL 6534856 1410.67 142907.14 142812.5 LB2NDS OCT252005 COL 6535333 270.7 27951.08 27941.26 LB2NDS OCT252005 COL 6535689 255.09 26970.21 26960.1 LB2NDS OCT252005 COL 6536286 311.78 32963.58 32951.22 LB2NDS OCT252005 COL 6536627 476.17 50325.5 50306.45 LB2NDS OCT252005 COL 6537303 537.24 61914.33 61885.3 LB2NDS OCT252005 COL 6538154 278.59 31438.76 31424.78 LB2NDS OCT252005 COL 6538243 221.27 20056.51 20056.51 LB2NDS OCT252005 COL 6538411 552.43 55945.19 55926.57 LB2NDS OCT252005 COL 6539171 127.55 13813.71 13806.45 LB2NDS OCT252005 COL 6539815 208.86 23558.57 23558.57 LB2NDS OCT252005 COL 6539842 396.57 40160.65 40147.28 LB2NDS OCT252005 COL 6539954 766 88277.86 88236.47 LB2NDS OCT252005 COL 6540354 428.69 53908.01 53876.89 LB2NDS OCT252005 COL 6540621 557.54 61150.61 61100.35 LB2NDS OCT252005 COL 6541028 145.52 14187.55 14183.31 LB2NDS OCT252005 COL 6541152 399.46 38944.72 38933.08 LB2NDS OCT252005 COL 6541506 818.78 82918.76 82891.16 LB2NDS OCT252005 COL 6541519 1005.15 115778.39 115723.59 LB2NDS OCT252005 COL 6541595 977.9 110306.13 110306.13 LB2NDS OCT252005 COL 6541693 736.54 84802.63 84842.75 LB2NDS OCT252005 COL 6541773 1785.53 180822.85 180762.67 LB2NDS OCT252005 COL 6541841 590.96 68105.77 68073.84 LB2NDS OCT252005 COL 6541900 974.04 119785.96 119720.3 LB2NDS OCT252005 COL 6542106 337.08 36934.6 36919.16 LB2NDS OCT252005 COL 6542326 346.61 39944.71 39925.98 LB2NDS OCT252005 COL 6542579 542.57 54946.14 54927.85 LB2NDS OCT252005 COL 6542741 182.29 21007.93 20998.08 LB2NDS OCT252005 COL 6542871 895.11 103108.9 103108.9 LB2NDS OCT252005 COL 6542942 150.62 15962.24 15956.21 LB2NDS OCT252005 COL 6543122 364.41 39951.34 39934.84 LB2NDS OCT252005 COL 6543268 297.98 30768.17 30757.36 LB2NDS OCT252005 COL 6543347 307.43 29973.7 29964.76 LB2NDS OCT252005 COL 6543474 174.74 19901.26 19892.2 LB2NDS OCT252005 COL 6543543 1022.48 117781.74 117781.74 LB2NDS OCT252005 COL 6543843 376.25 41249.77 41232.74 LB2NDS OCT252005 COL 6543891 735.07 71936.16 71914.46 LB2NDS OCT252005 COL 6544037 250.57 28863.5 28863.5 LB2NDS OCT252005 COL 6544162 480.26 45961.08 45948.09 LB2NDS OCT252005 COL 6544236 884.97 99824.56 99824.56 LB2NDS OCT252005 COL 6544354 526.31 54343.74 54324.64 LB2NDS OCT252005 COL 6544685 248.79 28334.93 28322.03 LB2NDS OCT252005 COL 6544725 585.59 67518.01 67454.99 LB2NDS OCT252005 COL 6544754 112.24 12286.38 12286.38 LB2NDS OCT252005 COL 6544839 236.75 26963.78 26951.5 LB2NDS OCT252005 COL 6544845 834.47 84507.2 84479.07 LB2NDS OCT252005 COL 6544880 319.53 31152.64 31143.34 LB2NDS OCT252005 COL 6544919 352.31 45291.06 45263.34 LB2NDS OCT252005 COL 6545040 316.45 30843.7 30843.7 LB2NDS OCT252005 COL 6545058 469.04 52907.01 52907.01 LB2NDS OCT252005 COL 6545113 154.8 15983.44 15977.82 LB2NDS OCT252005 COL 6545283 1145.02 134803.38 134736.79 LB2NDS OCT252005 COL 6545311 782.28 82708.64 82677.63 LB2NDS OCT252005 COL 6545904 696.07 77899.95 77866.03 LB2NDS OCT252005 COL 6546006 927.17 106745.98 106745.98 LB2NDS OCT252005 COL 6546074 1146.92 131619.81 131558.75 LB2NDS OCT252005 COL 6546142 572.16 57943.24 57923.96 LB2NDS OCT252005 COL 6546308 438 44343.27 44328.38 LB2NDS OCT252005 COL 6546377 330.98 37351 37334.39 LB2NDS OCT252005 COL 6546513 157.19 19754.85 19754.85 LB2NDS OCT252005 COL 6546782 1480.23 152895.05 152788.13 LB2NDS OCT252005 COL 6546842 1386.42 159620.46 159620.46 LB2NDS OCT252005 COL 6547032 461.03 52907.58 52883.04 LB2NDS OCT252005 COL 6547054 537.24 61914.33 61885.3 LB2NDS OCT252005 COL 6547078 103.81 11963.45 11957.84 LB2NDS OCT252005 COL 6547463 217.46 24753.81 24753.81 LB2NDS OCT252005 COL 6547540 537.24 61914.33 61885.3 LB2NDS OCT252005 COL 6547620 769.75 81708.76 81677.79 LB2NDS OCT252005 COL 6547669 550.25 59800.04 59770.55 LB2NDS OCT252005 COL 6547743 545.9 62912.96 62883.47 LB2NDS OCT252005 COL 6547819 204.31 23268.73 23258.13 LB2NDS OCT252005 COL 6547914 341.9 39402.49 39384.02 LB2NDS OCT252005 COL 6547988 278.84 31742.88 31742.88 LB2NDS OCT252005 COL 6548177 1141.62 117852.63 117810.97 LB2NDS OCT252005 COL 6548219 797.39 84306.88 84275.28 LB2NDS OCT252005 COL 6548269 370.36 39156.74 39142.05 LB2NDS OCT252005 COL 6548289 395.13 45537 45515.65 LB2NDS OCT252005 COL 6548313 303.79 31114.72 31101.33 LB2NDS OCT252005 COL 6548371 876.13 98870.28 98826.31 LB2NDS OCT252005 COL 6548439 344.87 39738.72 39720.04 LB2NDS OCT252005 COL 6548522 372.7 37743 37730.43 LB2NDS OCT252005 COL 6548585 282.84 27575.79 27567.56 LB2NDS OCT252005 COL 6548604 982.57 103923.85 103846.31 LB2NDS OCT252005 COL 6548741 109.61 12483.22 12477.53 LB2NDS OCT252005 COL 6548895 797.19 91829.82 91829.82 LB2NDS OCT252005 COL 6549232 218.79 24918.53 24907.19 LB2NDS OCT252005 COL 6549239 189.03 17471.41 17427.83 LB2NDS OCT252005 COL 6549251 231.49 26364.57 26352.57 LB2NDS OCT252005 COL 6549266 213.08 24267.39 24256.34 LB2NDS OCT252005 COL 6549347 394.73 40757.82 40743.5 LB2NDS OCT252005 COL 6549507 675.88 77892.23 77855.72 LB2NDS OCT252005 COL 6549556 277.29 31955.78 31940.79 LB2NDS OCT252005 COL 6549586 1152.8 141770.37 141692.66 LB2NDS OCT252005 COL 6549818 674.57 71294.49 71294.49 LB2NDS OCT252005 COL 6549972 315.21 34557.94 34543.67 LB2NDS OCT252005 COL 6550037 435.1 49931.64 49908.48 LB2NDS OCT252005 COL 6550068 325.07 33565.26 33553.47 LB2NDS OCT252005 COL 6550126 860.81 83951.14 83901.3 LB2NDS OCT252005 COL 6550181 444.05 46942.18 46924.52 LB2NDS OCT252005 COL 6550285 611.27 76868.85 76824.49 LB2NDS OCT252005 COL 6550297 797.19 91872.89 91829.82 LB2NDS OCT252005 COL 6550343 801.69 87893 87856.71 LB2NDS OCT252005 COL 6550591 543.13 52953.52 52937.72 LB2NDS OCT252005 COL 6550638 382.89 43939.84 43919.45 LB2NDS OCT252005 COL 6551028 497.19 50350.66 50333.9 LB2NDS OCT252005 COL 6551145 413.82 43751.65 43735.24 LB2NDS OCT252005 COL 6551186 290.05 29938.23 29927.6 LB2NDS OCT252005 COL 6551197 495.59 55901.74 55901.74 LB2NDS OCT252005 COL 6551400 605.7 61339.91 61319.49 LB2NDS OCT252005 COL 6551655 417.37 43951.31 00000 XX0XXX XXX000000 XXX 6551769 540.68 56937.78 56916.66 LB2NDS OCT252005 COL 6552113 660.95 66912.13 66912.13 LB2NDS OCT252005 COL 6552163 533.85 58504.6 58504.6 LB2NDS OCT252005 COL 6552184 676.46 71494.2 71494.2 LB2NDS OCT252005 COL 6552213 178.31 17329.02 17323.28 LB2NDS OCT252005 COL 6552228 869.2 91898.48 91864.02 LB2NDS OCT252005 COL 6552361 1248.08 136833.44 136776.95 LB2NDS OCT252005 COL 6552551 272.27 24861.7 24741.37 LB2NDS OCT252005 COL 6552934 311.51 35153.89 35138.26 LB2NDS OCT252005 COL 6553197 236.75 26963.78 26951.5 LB2NDS OCT252005 COL 6553366 292.7 30934.19 30934.19 LB2NDS OCT252005 COL 6553408 532.56 64395.62 64395.62 LB2NDS OCT252005 COL 6553505 262.93 30939.56 30939.56 LB2NDS OCT252005 COL 6553609 221.96 22477.98 22470.5 LB2NDS OCT252005 COL 6553634 377.67 43320.54 43320.54 LB2NDS OCT252005 COL 6553809 719.7 78903.94 78871.36 LB2NDS OCT252005 COL 6553918 274.12 31456.92 31442.32 LB2NDS OCT252005 COL 6554197 296.05 30567.4 30556.65 LB2NDS OCT252005 COL 6554370 378.91 37645.07 37633.2 LB2NDS OCT252005 COL 6554557 444.56 55870.33 55870.33 LB2NDS OCT252005 COL 6554971 249.42 26370.86 26360.98 LB2NDS OCT252005 COL 6555104 590.5 68052.85 68020.95 LB2NDS OCT252005 COL 6555709 1000.72 114782.76 114729 LB2NDS OCT252005 COL 6555784 918.75 87927.01 87902.18 LB2NDS OCT252005 COL 6556090 288.48 34348.48 34331.04 LB2NDS OCT252005 COL 6556275 1277.06 131863.55 131817.22 LB2NDS OCT252005 COL 6556291 1093.24 112883.2 112843.54 LB2NDS OCT252005 COL 6556952 392.96 49415.69 49387.17 LB2NDS OCT252005 COL 6557500 654.88 73870.03 73836.89 LB2NDS OCT252005 COL 6491483 182.59 22934.22 22920.77 LB2NDS OCT252005 COL 6501633 661.56 77770.08 77730.68 LB2NDS OCT252005 COL 6511266 720.13 72861.08 72836.17 LB2NDS OCT252005 COL 6512054 156.08 17768.03 17759.87 LB2NDS OCT252005 COL 6512332 587.5 67706.3 67674.56 LB2NDS OCT252005 COL 6512683 1193.19 137445.28 137445.28 LB2NDS OCT252005 COL 6513914 635.53 66902.05 00000 XX0XXX XXX000000 XXX 6515927 337.94 38946.1 38927.84 LB2NDS OCT252005 COL 6516974 551.1 63512.13 63482.36 LB2NDS OCT252005 COL 6521139 261.13 29726.5 29712.84 LB2NDS OCT252005 COL 6522666 278.77 35056.19 35035.96 LB2NDS OCT252005 COL 6522857 883.84 101906.44 101811.34 LB2NDS OCT252005 COL 6525263 481.84 50943.72 50905.34 LB2NDS OCT252005 COL 6526759 831.4 87836.71 87836.71 LB2NDS OCT252005 COL 6526813 174.91 18925.83 18915.73 LB2NDS OCT252005 COL 6528375 343.9 36359.83 36346.2 LB2NDS OCT252005 COL 6531331 92.09 11580.23 11573.54 LB2NDS OCT252005 COL 6531782 420.42 48451.97 48429.26 LB2NDS OCT252005 COL 6531864 250.57 25375.13 25366.68 LB2NDS OCT252005 COL 6532954 721.28 73252.66 73302.71 LB2NDS OCT252005 COL 6533375 311.51 35153.89 35138.26 LB2NDS OCT252005 COL 6533673 625.43 63337.95 63316.87 LB2NDS OCT252005 COL 6534468 110.92 12774.73 12768.67 LB2NDS OCT252005 COL 6534873 849.36 89800.79 89767.12 LB2NDS OCT252005 COL 6535411 531.19 55922.25 55901.35 LB2NDS OCT252005 COL 6535459 771.24 94794.38 94794.38 LB2NDS OCT252005 COL 6535542 182.21 19975.67 19967.41 LB2NDS OCT252005 COL 6536549 1409.35 155634.97 155567.97 LB2NDS OCT252005 COL 6536671 396.87 45733.57 45712.1 LB2NDS OCT252005 COL 6536688 181.11 19855.82 19847.62 LB2NDS OCT252005 COL 6537072 748.85 82020.84 82020.84 LB2NDS OCT252005 COL 6537158 653.11 73670.54 73670.54 LB2NDS OCT252005 COL 6537693 918.19 89521.46 89494.75 LB2NDS OCT252005 COL 6537771 146.06 13304.39 13271.97 LB2NDS OCT252005 COL 6537775 409.71 39944.63 39932.7 LB2NDS OCT252005 COL 6537874 621.48 62938.35 62917.41 LB2NDS OCT252005 COL 6537956 577.1 66507.97 66476.79 LB2NDS OCT252005 COL 6538546 955.77 107810.55 107810.55 LB2NDS OCT252005 COL 6538640 156.65 16473.8 16466.79 LB2NDS OCT252005 COL 6538686 338.62 34914.03 34888.4 LB2NDS OCT252005 COL 6538868 660.19 74469.13 74469.13 LB2NDS OCT252005 COL 6538904 434.6 45949.24 45932.01 LB2NDS OCT252005 COL 6539277 441.05 51924.25 51898.59 LB2NDS OCT252005 COL 6539296 245.98 26967.15 26956.01 LB2NDS OCT252005 COL 6539766 762.31 93748.14 93696.75 LB2NDS OCT252005 COL 6540336 615.22 70901.92 70868.69 LB2NDS OCT252005 COL 6540406 457.53 46334.61 46319.19 LB2NDS OCT252005 COL 6540452 1284.9 135849.94 135799.01 LB2NDS OCT252005 COL 6541071 448.9 46368.19 46335.78 LB2NDS OCT252005 COL 6541229 327.92 31962.41 31952.78 LB2NDS OCT252005 COL 6541468 498.85 52741.73 52721.95 LB2NDS OCT252005 COL 6541833 190.52 23945.31 23917.36 LB2NDS OCT252005 COL 6541853 1078.02 114388.87 114388.87 LB2NDS OCT252005 COL 6542020 1266.46 155747.72 155662.35 LB2NDS OCT252005 COL 6542071 317.68 30956.78 30947.38 LB2NDS OCT252005 COL 6542074 661.35 75627.95 75590.53 LB2NDS OCT252005 COL 6542277 633 66926.08 66900.99 LB2NDS OCT252005 COL 6542469 444.85 45932.45 45916.3 LB2NDS OCT252005 COL 6542684 556.38 56363.37 56326.03 LB2NDS OCT252005 COL 6543229 563.23 64910.19 64879.76 LB2NDS OCT252005 COL 6543290 736.54 84842.75 84842.75 LB2NDS OCT252005 COL 6543594 364.69 38557.4 38542.94 LB2NDS OCT252005 COL 6543788 281.71 34621.29 34621.29 LB2NDS OCT252005 COL 6543861 532.11 54943.14 54923.83 LB2NDS OCT252005 COL 6543868 556.93 63912.49 63882.84 LB2NDS OCT252005 COL 6543991 646.03 72901.43 72868.99 LB2NDS OCT252005 COL 6544100 629.23 66526.5 66501.55 LB2NDS OCT252005 COL 6544183 355.16 36960.91 36947.64 LB2NDS OCT252005 COL 6544231 1492.75 157825.68 157766.51 LB2NDS OCT252005 COL 6544518 646.2 81261.37 81214.47 LB2NDS OCT252005 COL 6544810 354.41 40843.47 40824.32 LB2NDS OCT252005 COL 6545013 433.32 42245.23 42232.6 LB2NDS OCT252005 COL 6545099 358.74 41342.78 41323.4 LB2NDS OCT252005 COL 6545159 309.59 31966.92 31955.69 LB2NDS OCT252005 COL 6545193 604.62 58948.25 58930.66 LB2NDS OCT252005 COL 6545392 491.29 51942.61 51923.13 LB2NDS OCT252005 COL 6545487 538.53 56937.09 56915.74 LB2NDS OCT252005 COL 6545523 623.89 71866.81 71866.81 LB2NDS OCT252005 COL 6545618 951.43 109648.29 109596.89 LB2NDS OCT252005 COL 6545672 330.88 34164.63 34152.62 LB2NDS OCT252005 COL 6545804 330.11 34901.44 34888.35 LB2NDS OCT252005 COL 6545879 400.9 45094.55 45073.2 LB2NDS OCT252005 COL 6545953 405.75 46760.29 46738.36 LB2NDS OCT252005 COL 6546017 1212.41 136820.51 136759.67 LB2NDS OCT252005 COL 6546027 710.13 73324.11 73298.34 LB2NDS OCT252005 COL 6546046 242.68 24575.27 24567.08 LB2NDS OCT252005 COL 6546224 684.88 85854.56 85805.36 LB2NDS OCT252005 COL 6546415 543.13 52953.52 52937.72 LB2NDS OCT252005 COL 6546423 433.45 46944.67 46925.9 LB2NDS OCT252005 COL 6546477 422.86 48732.57 48709.72 LB2NDS OCT252005 COL 6546584 355.14 35964.75 35952.77 LB2NDS OCT252005 COL 6546600 351.7 34289.91 34279.68 LB2NDS OCT252005 COL 6546762 843.98 97265.44 97219.85 LB2NDS OCT252005 COL 6546765 705.75 74617.58 74589.61 LB2NDS OCT252005 COL 6546886 136.66 14981.73 14975.54 LB2NDS OCT252005 COL 6546988 1022.48 117836.97 117781.74 LB2NDS OCT252005 COL 6547052 353.96 43505.63 43505.63 LB2NDS OCT252005 COL 6547065 431.77 45649.56 45632.44 LB2NDS OCT252005 COL 6547089 559.77 64480.5 64480.5 LB2NDS OCT252005 COL 6547126 483.69 47158.62 47144.55 LB2NDS OCT252005 COL 6547249 224.51 25764.73 25752.78 LB2NDS OCT252005 COL 6547287 474.06 48949.35 48932.15 LB2NDS OCT252005 COL 6547306 752.18 73335.65 73313.77 LB2NDS OCT252005 COL 6547313 932.37 107451.33 107400.96 LB2NDS OCT252005 COL 6547314 987.82 113842.5 113789.14 LB2NDS OCT252005 COL 6547333 425.83 49917.94 49893.53 LB2NDS OCT252005 COL 6547524 513.29 57924 57898.24 LB2NDS OCT252005 COL 6547529 1436.94 176713.77 176616.91 LB2NDS OCT252005 COL 6547601 1260.47 122801.51 122763.94 LB2NDS OCT252005 COL 6547652 318.03 36204.86 36204.86 LB2NDS OCT252005 COL 6547830 115.26 13126.35 13120.37 LB2NDS OCT252005 COL 6548025 179.34 17484.64 17479.42 LB2NDS OCT252005 COL 6548032 223.9 25114.01 25101.49 LB2NDS OCT252005 COL 6548087 236.75 26963.78 26951.5 LB2NDS OCT252005 COL 6548135 239.8 23379.47 23372.49 LB2NDS OCT252005 COL 6548199 718.03 75916.15 75887.69 LB2NDS OCT252005 COL 6548215 424.19 42957.91 42943.61 LB2NDS OCT252005 COL 6548259 108.52 10989.21 10985.55 LB2NDS OCT252005 COL 6548285 1058.15 111848.94 111806.75 LB2NDS OCT252005 COL 6548358 462.72 53326.2 53301.2 LB2NDS OCT252005 COL 6548445 677.04 69883.08 69883.08 LB2NDS OCT252005 COL 6548502 630.82 72699.42 72665.34 LB2NDS OCT252005 COL 6548504 710.27 71928.78 71904.83 LB2NDS OCT252005 COL 6548587 133.18 13486.77 13482.28 LB2NDS OCT252005 COL 6548665 564.03 66403.14 66370.34 LB2NDS OCT252005 COL 6548817 479.33 60277.16 60242.37 LB2NDS OCT252005 COL 6548896 478.31 44944.71 44932.7 LB2NDS OCT252005 COL 6549059 528.4 60867.19 60867.19 LB2NDS OCT252005 COL 6549143