BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of April 1, 2007 BEAR STEARNS ASSET BACKED SECURITIES I...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor,
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of April 1, 2007
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2007-HE4
ASSET-BACKED
CERTIFICATES, SERIES 2007-HE4
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
Section
1.01
|
Defined
Terms.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01
|
Conveyance
of Trust Fund.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Seller.
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
Section
3.10
|
Servicing
Compensation.
|
Section
3.11
|
REO
Property.
|
Section
3.12
|
Liquidation
Reports.
|
Section
3.13
|
Annual
Statement as to Compliance.
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
Section
3.15
|
Books
and Records.
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
Section
3.18
|
UCC.
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
Section
3.21
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
Section
3.22
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
Section
3.23
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
Section
4.04
|
Distribution
Account.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
Section
4.06
|
Class
P Certificate Account.
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01
|
Advances.
|
Section
5.02
|
Compensating
Interest Payments.
|
Section
5.03
|
REMIC
Distributions.
|
Section
5.04
|
Distributions.
|
Section
5.05
|
Allocation
of Realized Losses.
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
Section
6.01
|
The
Certificates.
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
6.04
|
Persons
Deemed Owners.
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
6.06
|
Book-Entry
Certificates.
|
Section
6.07
|
Notices
to Depository.
|
Section
6.08
|
Definitive
Certificates.
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others
|
Section
7.05
|
Master
Servicer Not to Resign
|
Section
7.06
|
Successor
Master Servicer
|
Section
7.07
|
Sale
and Assignment of Master Servicing
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01
|
Events
of Default.
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
Section
8.03
|
Notification
to Certificateholders.
|
Section
8.04
|
Waiver
of Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01
|
Duties
of Trustee.
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
Section
9.04
|
Trustee
May Own Certificates.
|
Section
9.05
|
Trustee’s
Expenses.
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
Section
9.07
|
Insurance.
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
Section
9.09
|
Successor
Trustee.
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
10.02
|
Final
Distribution on the Certificates.
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01
|
Amendment.
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
Section
11.03
|
Governing
Law.
|
Section
11.04
|
Intention
of Parties.
|
Section
11.05
|
Notices.
|
Section
11.06
|
Severability
of Provisions.
|
Section
11.07
|
Assignment.
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
Section
11.09
|
Inspection
and Audit Rights.
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
Section
11.11
|
Third
Party Rights.
|
Exhibits
Exhibit
A-1
|
Form
of Class A Certificates
|
Exhibit
A-2
|
Form
of Class M Certificates
|
Exhibit
A-3
|
Form
of Class P Certificates
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
Exhibit
A-5
|
Form
of Class R Certificates
|
Exhibit
B
|
Mortgage
Loan Schedule
|
Exhibit
C
|
Form
of Transferee Affidavit and Agreement
|
Exhibit
D
|
Form
of Transferor Certificate
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
Exhibit
G
|
Form
of Request for Release
|
Exhibit
H
|
DTC
Letter of Representations
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
Exhibit
J
|
Form
of Custodial Agreement
|
Exhibit
K
|
Form
of Back-Up Certification
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
Exhibit
M
|
Swap
Agreement
|
Exhibit
N
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
Exhibit
O
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Exhibit
P
|
Additional
Disclosure Notification
|
Exhibit
Q
|
Form
of Transferor Affidavit
|
POOLING
AND SERVICING AGREEMENT, dated as of April 1, 2007, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”) and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
REMIC
I
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
Swap Agreement, the Swap Account, the Swap Collateral Account and any rights
or
obligations in respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-1 Certificates will be the
sole class of Residual Interests (as defined herein) in REMIC I for purposes
of
the REMIC Provisions (as defined herein). The following table irrevocably sets
forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC
I
Regular Interests will be certificated.
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible Maturity
Date
(1)
|
||
I-1-A
|
Variable(2)
|
$
|
3,049,151.25
|
May
25, 2037
|
|
I-1-B
|
Variable(2)
|
$
|
3,049,151.25
|
May
25, 2037
|
|
I-2-A
|
Variable(2)
|
$
|
3,904,858.53
|
May
25, 2037
|
|
I-2-B
|
Variable(2)
|
$
|
3,904,858.53
|
May
25, 2037
|
|
I-3-A
|
Variable(2)
|
$
|
4,759,038.60
|
May
25, 2037
|
|
I-3-B
|
Variable(2)
|
$
|
4,759,038.60
|
May
25, 2037
|
|
I-4-A
|
Variable(2)
|
$
|
5,604,504.65
|
May
25, 2037
|
|
I-4-B
|
Variable(2)
|
$
|
5,604,504.65
|
May
25, 2037
|
|
I-5-A
|
Variable(2)
|
$
|
6,433,797.64
|
May
25, 2037
|
|
I-5-B
|
Variable(2)
|
$
|
6,433,797.64
|
May
25, 2037
|
|
I-6-A
|
Variable(2)
|
$
|
7,239,052.87
|
May
25, 2037
|
|
I-6-B
|
Variable(2)
|
$
|
7,239,052.87
|
May
25, 2037
|
|
I-7-A
|
Variable(2)
|
$
|
8,011,764.85
|
May
25, 2037
|
|
I-7-B
|
Variable(2)
|
$
|
8,011,764.85
|
May
25, 2037
|
|
I-8-A
|
Variable(2)
|
$
|
8,736,928.93
|
May
25, 2037
|
|
I-8-B
|
Variable(2)
|
$
|
8,736,928.93
|
May
25, 2037
|
|
I-9-A
|
Variable(2)
|
$
|
9,398,630.23
|
May
25, 2037
|
|
I-9-B
|
Variable(2)
|
$
|
9,398,630.23
|
May
25, 2037
|
|
I-10-A
|
Variable(2)
|
$
|
9,841,733.71
|
May
25, 2037
|
|
I-10-B
|
Variable(2)
|
$
|
9,841,733.71
|
May
25, 2037
|
|
I-11-A
|
Variable(2)
|
$
|
9,658,968.66
|
May
25, 2037
|
|
I-11-B
|
Variable(2)
|
$
|
9,658,968.66
|
May
25, 2037
|
|
I-12-A
|
Variable(2)
|
$
|
9,239,666.12
|
May
25, 2037
|
|
I-12-B
|
Variable(2)
|
$
|
9,239,666.12
|
May
25, 2037
|
|
I-13-A
|
Variable(2)
|
$
|
8,833,070.21
|
May
25, 2037
|
|
I-13-B
|
Variable(2)
|
$
|
8,833,070.21
|
May
25, 2037
|
|
I-14-A
|
Variable(2)
|
$
|
8,444,713.27
|
May
25, 2037
|
|
I-14-B
|
Variable(2)
|
$
|
8,444,713.27
|
May
25, 2037
|
|
I-15-A
|
Variable(2)
|
$
|
8,073,765.54
|
May
25, 2037
|
|
I-15-B
|
Variable(2)
|
$
|
8,073,765.54
|
May
25, 2037
|
|
I-16-A
|
Variable(2)
|
$
|
7,719,435.39
|
May
25, 2037
|
|
I-16-B
|
Variable(2)
|
$
|
7,719,435.39
|
May
25, 2037
|
|
I-17-A
|
Variable(2)
|
$
|
7,380,967.55
|
May
25, 2037
|
|
I-17-B
|
Variable(2)
|
$
|
7,380,967.55
|
May
25, 2037
|
|
I-18-A
|
Variable(2)
|
$
|
7,057,641.46
|
May
25, 2037
|
|
I-18-B
|
Variable(2)
|
$
|
7,057,641.46
|
May
25, 2037
|
|
I-19-A
|
Variable(2)
|
$
|
6,748,767.54
|
May
25, 2037
|
|
I-19-B
|
Variable(2)
|
$
|
6,748,767.54
|
May
25, 2037
|
|
I-20-A
|
Variable(2)
|
$
|
6,453,599.28
|
May
25, 2037
|
|
I-20-B
|
Variable(2)
|
$
|
6,453,599.28
|
May
25, 2037
|
|
I-21-A
|
Variable(2)
|
$
|
6,171,613.74
|
May
25, 2037
|
|
I-21-B
|
Variable(2)
|
$
|
6,171,613.74
|
May
25, 2037
|
|
I-22-A
|
Variable(2)
|
$
|
5,901,345.07
|
May
25, 2037
|
|
I-22-B
|
Variable(2)
|
$
|
5,901,345.07
|
May
25, 2037
|
|
I-23-A
|
Variable(2)
|
$
|
5,634,902.18
|
May
25, 2037
|
|
I-23-B
|
Variable(2)
|
$
|
5,634,902.18
|
May
25, 2037
|
|
I-24-A
|
Variable(2)
|
$
|
5,388,980.75
|
May
25, 2037
|
|
I-24-B
|
Variable(2)
|
$
|
5,388,980.75
|
May
25, 2037
|
|
I-25-A
|
Variable(2)
|
$
|
5,155,010.03
|
May
25, 2037
|
|
I-25-B
|
Variable(2)
|
$
|
5,155,010.03
|
May
25, 2037
|
|
I-26-A
|
Variable(2)
|
$
|
4,931,417.71
|
May
25, 2037
|
|
I-26-B
|
Variable(2)
|
$
|
4,931,417.71
|
May
25, 2037
|
|
I-27-A
|
Variable(2)
|
$
|
4,717,744.50
|
May
25, 2037
|
|
I-27-B
|
Variable(2)
|
$
|
4,717,744.50
|
May
25, 2037
|
|
I-28-A
|
Variable(2)
|
$
|
4,513,522.60
|
May
25, 2037
|
|
I-28-B
|
Variable(2)
|
$
|
4,513,522.60
|
May
25, 2037
|
|
I-29-A
|
Variable(2)
|
$
|
4,317,811.67
|
May
25, 2037
|
|
I-29-B
|
Variable(2)
|
$
|
4,317,811.67
|
May
25, 2037
|
|
I-30-A
|
Variable(2)
|
$
|
4,131,278.89
|
May
25, 2037
|
|
I-30-B
|
Variable(2)
|
$
|
4,131,278.89
|
May
25, 2037
|
|
I-31-A
|
Variable(2)
|
$
|
3,953,049.46
|
May
25, 2037
|
|
I-31-B
|
Variable(2)
|
$
|
3,953,049.46
|
May
25, 2037
|
|
I-32-A
|
Variable(2)
|
$
|
3,782,652.32
|
May
25, 2037
|
|
I-32-B
|
Variable(2)
|
$
|
3,782,652.32
|
May
25, 2037
|
|
I-33-A
|
Variable(2)
|
$
|
3,619,671.99
|
May
25, 2037
|
|
I-33-B
|
Variable(2)
|
$
|
3,619,671.99
|
May
25, 2037
|
|
I-34-A
|
Variable(2)
|
$
|
3,463,113.99
|
May
25, 2037
|
|
I-34-B
|
Variable(2)
|
$
|
3,463,113.99
|
May
25, 2037
|
|
I-35-A
|
Variable(2)
|
$
|
3,314,058.18
|
May
25, 2037
|
|
I-35-B
|
Variable(2)
|
$
|
3,314,058.18
|
May
25, 2037
|
|
I-36-A
|
Variable(2)
|
$
|
3,171,911.89
|
May
25, 2037
|
|
I-36-B
|
Variable(2)
|
$
|
3,171,911.89
|
May
25, 2037
|
|
I-37-A
|
Variable(2)
|
$
|
3,036,026.87
|
May
25, 2037
|
|
I-37-B
|
Variable(2)
|
$
|
3,036,026.87
|
May
25, 2037
|
|
I-38-A
|
Variable(2)
|
$
|
2,906,105.50
|
May
25, 2037
|
|
I-38-B
|
Variable(2)
|
$
|
2,906,105.50
|
May
25, 2037
|
|
I-39-A
|
Variable(2)
|
$
|
2,781,878.71
|
May
25, 2037
|
|
I-39-B
|
Variable(2)
|
$
|
2,781,878.71
|
May
25, 2037
|
|
I-40-A
|
Variable(2)
|
$
|
2,663,047.28
|
May
25, 2037
|
|
I-40-B
|
Variable(2)
|
$
|
2,663,047.28
|
May
25, 2037
|
|
I-41-A
|
Variable(2)
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$
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2,549,442.08
|
May
25, 2037
|
|
I-41-B
|
Variable(2)
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$
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2,549,442.08
|
May
25, 2037
|
|
I-42-A
|
Variable(2)
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$
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2,440,850.12
|
May
25, 2037
|
|
I-42-B
|
Variable(2)
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$
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2,440,850.12
|
May
25, 2037
|
|
I-43-A
|
Variable(2)
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$
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2,337,006.29
|
May
25, 2037
|
|
I-43-B
|
Variable(2)
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$
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2,337,006.29
|
May
25, 2037
|
|
I-44-A
|
Variable(2)
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$
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2,237,697.61
|
May
25, 2037
|
|
I-44-B
|
Variable(2)
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$
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2,237,697.61
|
May
25, 2037
|
|
I-45-A
|
Variable(2)
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$
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2,142,721.95
|
May
25, 2037
|
|
I-45-B
|
Variable(2)
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$
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2,142,721.95
|
May
25, 2037
|
|
I-46-A
|
Variable(2)
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$
|
2,051,885.28
|
May
25, 2037
|
|
I-46-B
|
Variable(2)
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$
|
2,051,885.28
|
May
25, 2037
|
|
I-47-A
|
Variable(2)
|
$
|
1,965,004.69
|
May
25, 2037
|
|
I-47-B
|
Variable(2)
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$
|
1,965,004.69
|
May
25, 2037
|
|
I-48-A
|
Variable(2)
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$
|
28,386,777.86
|
May
25, 2037
|
|
I-48-B
|
Variable(2)
|
$
|
28,386,777.86
|
May
25, 2037
|
|
I-49-A
|
Variable(2)
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$
|
554,667.68
|
May
25, 2037
|
|
I-49-B
|
Variable(2)
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$
|
554,667.68
|
May
25, 2037
|
|
I-50-A
|
Variable(2)
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$
|
537,306.52
|
May
25, 2037
|
|
I-50-B
|
Variable(2)
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$
|
537,306.52
|
May
25, 2037
|
|
I-51-A
|
Variable(2)
|
$
|
520,486.60
|
May
25, 2037
|
|
I-51-B
|
Variable(2)
|
$
|
520,486.60
|
May
25, 2037
|
|
I-52-A
|
Variable(2)
|
$
|
504,191.08
|
May
25, 2037
|
|
I-52-B
|
Variable(2)
|
$
|
504,191.08
|
May
25, 2037
|
|
I-53-A
|
Variable(2)
|
$
|
488,403.66
|
May
25, 2037
|
|
I-53-B
|
Variable(2)
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$
|
488,403.66
|
May
25, 2037
|
|
I-54-A
|
Variable(2)
|
$
|
473,108.57
|
May
25, 2037
|
|
I-54-B
|
Variable(2)
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$
|
473,108.57
|
May
25, 2037
|
|
I-55-A
|
Variable(2)
|
$
|
458,290.47
|
May
25, 2037
|
|
I-55-B
|
Variable(2)
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$
|
458,290.47
|
May
25, 2037
|
|
I-56-A
|
Variable(2)
|
$
|
443,945.29
|
May
25, 2037
|
|
I-56-B
|
Variable(2)
|
$
|
443,945.29
|
May
25, 2037
|
|
I-57-A
|
Variable(2)
|
$
|
430,047.84
|
May
25, 2037
|
|
I-57-B
|
Variable(2)
|
$
|
430,047.84
|
May
25, 2037
|
|
I-58-A
|
Variable(2)
|
$
|
416,588.16
|
May
25, 2037
|
|
I-58-B
|
Variable(2)
|
$
|
416,588.16
|
May
25, 2037
|
|
I-59-A
|
Variable(2)
|
$
|
404,370.59
|
May
25, 2037
|
|
I-59-B
|
Variable(2)
|
$
|
404,370.59
|
May
25, 2037
|
|
I-60-A
|
Variable(2)
|
$
|
12,395,363.60
|
May
25, 2037
|
|
I-60-B
|
Variable(2)
|
$
|
12,395,363.60
|
May
25, 2037
|
|
II-1-A
|
Variable(2)
|
$
|
1,489,701.35
|
May
25, 2037
|
|
II-1-B
|
Variable(2)
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$
|
1,489,701.35
|
May
25, 2037
|
|
II-2-A
|
Variable(2)
|
$
|
1,907,767.95
|
May
25, 2037
|
|
II-2-B
|
Variable(2)
|
$
|
1,907,767.95
|
May
25, 2037
|
|
II-3-A
|
Variable(2)
|
$
|
2,325,088.42
|
May
25, 2037
|
|
II-3-B
|
Variable(2)
|
$
|
2,325,088.42
|
May
25, 2037
|
|
II-4-A
|
Variable(2)
|
$
|
2,738,151.53
|
May
25, 2037
|
|
II-4-B
|
Variable(2)
|
$
|
2,738,151.53
|
May
25, 2037
|
|
II-5-A
|
Variable(2)
|
$
|
3,143,313.10
|
May
25, 2037
|
|
II-5-B
|
Variable(2)
|
$
|
3,143,313.10
|
May
25, 2037
|
|
II-6-A
|
Variable(2)
|
$
|
3,536,730.71
|
May
25, 2037
|
|
II-6-B
|
Variable(2)
|
$
|
3,536,730.71
|
May
25, 2037
|
|
II-7-A
|
Variable(2)
|
$
|
3,914,248.91
|
May
25, 2037
|
|
II-7-B
|
Variable(2)
|
$
|
3,914,248.91
|
May
25, 2037
|
|
II-8-A
|
Variable(2)
|
$
|
4,268,536.98
|
May
25, 2037
|
|
II-8-B
|
Variable(2)
|
$
|
4,268,536.98
|
May
25, 2037
|
|
II-9-A
|
Variable(2)
|
$
|
4,591,819.51
|
May
25, 2037
|
|
II-9-B
|
Variable(2)
|
$
|
4,591,819.51
|
May
25, 2037
|
|
II-10-A
|
Variable(2)
|
$
|
4,808,303.31
|
May
25, 2037
|
|
II-10-B
|
Variable(2)
|
$
|
4,808,303.31
|
May
25, 2037
|
|
II-11-A
|
Variable(2)
|
$
|
4,719,011.14
|
May
25, 2037
|
|
II-11-B
|
Variable(2)
|
$
|
4,719,011.14
|
May
25, 2037
|
|
II-12-A
|
Variable(2)
|
$
|
4,514,155.58
|
May
25, 2037
|
|
II-12-B
|
Variable(2)
|
$
|
4,514,155.58
|
May
25, 2037
|
|
II-13-A
|
Variable(2)
|
$
|
4,315,508.02
|
May
25, 2037
|
|
II-13-B
|
Variable(2)
|
$
|
4,315,508.02
|
May
25, 2037
|
|
II-14-A
|
Variable(2)
|
$
|
4,125,771.33
|
May
25, 2037
|
|
II-14-B
|
Variable(2)
|
$
|
4,125,771.33
|
May
25, 2037
|
|
II-15-A
|
Variable(2)
|
$
|
3,944,540.13
|
May
25, 2037
|
|
II-15-B
|
Variable(2)
|
$
|
3,944,540.13
|
May
25, 2037
|
|
II-16-A
|
Variable(2)
|
$
|
3,771,427.66
|
May
25, 2037
|
|
II-16-B
|
Variable(2)
|
$
|
3,771,427.66
|
May
25, 2037
|
|
II-17-A
|
Variable(2)
|
$
|
3,606,064.93
|
May
25, 2037
|
|
II-17-B
|
Variable(2)
|
$
|
3,606,064.93
|
May
25, 2037
|
|
II-18-A
|
Variable(2)
|
$
|
3,448,099.88
|
May
25, 2037
|
|
II-18-B
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Variable(2)
|
$
|
3,448,099.88
|
May
25, 2037
|
|
II-19-A
|
Variable(2)
|
$
|
3,297,195.62
|
May
25, 2037
|
|
II-19-B
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Variable(2)
|
$
|
3,297,195.62
|
May
25, 2037
|
|
II-20-A
|
Variable(2)
|
$
|
3,152,987.44
|
May
25, 2037
|
|
II-20-B
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Variable(2)
|
$
|
3,152,987.44
|
May
25, 2037
|
|
II-21-A
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Variable(2)
|
$
|
3,015,219.85
|
May
25, 2037
|
|
II-21-B
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Variable(2)
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$
|
3,015,219.85
|
May
25, 2037
|
|
II-22-A
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Variable(2)
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$
|
2,883,176.67
|
May
25, 2037
|
|
II-22-B
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Variable(2)
|
$
|
2,883,176.67
|
May
25, 2037
|
|
II-23-A
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Variable(2)
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$
|
2,753,002.63
|
May
25, 2037
|
|
II-23-B
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Variable(2)
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$
|
2,753,002.63
|
May
25, 2037
|
|
II-24-A
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Variable(2)
|
$
|
2,632,854.61
|
May
25, 2037
|
|
II-24-B
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Variable(2)
|
$
|
2,632,854.61
|
May
25, 2037
|
|
II-25-A
|
Variable(2)
|
$
|
2,518,545.26
|
May
25, 2037
|
|
II-25-B
|
Variable(2)
|
$
|
2,518,545.26
|
May
25, 2037
|
|
II-26-A
|
Variable(2)
|
$
|
2,409,306.41
|
May
25, 2037
|
|
II-26-B
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Variable(2)
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$
|
2,409,306.41
|
May
25, 2037
|
|
II-27-A
|
Variable(2)
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$
|
2,304,913.66
|
May
25, 2037
|
|
II-27-B
|
Variable(2)
|
$
|
2,304,913.66
|
May
25, 2037
|
|
II-28-A
|
Variable(2)
|
$
|
2,205,138.48
|
May
25, 2037
|
|
II-28-B
|
Variable(2)
|
$
|
2,205,138.48
|
May
25, 2037
|
|
II-29-A
|
Variable(2)
|
$
|
2,109,521.43
|
May
25, 2037
|
|
II-29-B
|
Variable(2)
|
$
|
2,109,521.43
|
May
25, 2037
|
|
II-30-A
|
Variable(2)
|
$
|
2,018,388.48
|
May
25, 2037
|
|
II-30-B
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Variable(2)
|
$
|
2,018,388.48
|
May
25, 2037
|
|
II-31-A
|
Variable(2)
|
$
|
1,931,312.24
|
May
25, 2037
|
|
II-31-B
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Variable(2)
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$
|
1,931,312.24
|
May
25, 2037
|
|
II-32-A
|
Variable(2)
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$
|
1,848,062.57
|
May
25, 2037
|
|
II-32-B
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Variable(2)
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$
|
1,848,062.57
|
May
25, 2037
|
|
II-33-A
|
Variable(2)
|
$
|
1,768,436.47
|
May
25, 2037
|
|
II-33-B
|
Variable(2)
|
$
|
1,768,436.47
|
May
25, 2037
|
|
II-34-A
|
Variable(2)
|
$
|
1,691,948.08
|
May
25, 2037
|
|
II-34-B
|
Variable(2)
|
$
|
1,691,948.08
|
May
25, 2037
|
|
II-35-A
|
Variable(2)
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$
|
1,619,124.98
|
May
25, 2037
|
|
II-35-B
|
Variable(2)
|
$
|
1,619,124.98
|
May
25, 2037
|
|
II-36-A
|
Variable(2)
|
$
|
1,549,677.61
|
May
25, 2037
|
|
II-36-B
|
Variable(2)
|
$
|
1,549,677.61
|
May
25, 2037
|
|
II-37-A
|
Variable(2)
|
$
|
1,483,289.27
|
May
25, 2037
|
|
II-37-B
|
Variable(2)
|
$
|
1,483,289.27
|
May
25, 2037
|
|
II-38-A
|
Variable(2)
|
$
|
1,419,814.55
|
May
25, 2037
|
|
II-38-B
|
Variable(2)
|
$
|
1,419,814.55
|
May
25, 2037
|
|
II-39-A
|
Variable(2)
|
$
|
1,359,121.98
|
May
25, 2037
|
|
II-39-B
|
Variable(2)
|
$
|
1,359,121.98
|
May
25, 2037
|
|
II-40-A
|
Variable(2)
|
$
|
1,301,065.39
|
May
25, 2037
|
|
II-40-B
|
Variable(2)
|
$
|
1,301,065.39
|
May
25, 2037
|
|
II-41-A
|
Variable(2)
|
$
|
1,245,562.13
|
May
25, 2037
|
|
II-41-B
|
Variable(2)
|
$
|
1,245,562.13
|
May
25, 2037
|
|
II-42-A
|
Variable(2)
|
$
|
1,192,508.16
|
May
25, 2037
|
|
II-42-B
|
Variable(2)
|
$
|
1,192,508.16
|
May
25, 2037
|
|
II-43-A
|
Variable(2)
|
$
|
1,141,773.94
|
May
25, 2037
|
|
II-43-B
|
Variable(2)
|
$
|
1,141,773.94
|
May
25, 2037
|
|
II-44-A
|
Variable(2)
|
$
|
1,093,255.43
|
May
25, 2037
|
|
II-44-B
|
Variable(2)
|
$
|
1,093,255.43
|
May
25, 2037
|
|
II-45-A
|
Variable(2)
|
$
|
1,046,853.87
|
May
25, 2037
|
|
II-45-B
|
Variable(2)
|
$
|
1,046,853.87
|
May
25, 2037
|
|
II-46-A
|
Variable(2)
|
$
|
1,002,474.47
|
May
25, 2037
|
|
II-46-B
|
Variable(2)
|
$
|
1,002,474.47
|
May
25, 2037
|
|
II-47-A
|
Variable(2)
|
$
|
960,027.86
|
May
25, 2037
|
|
II-47-B
|
Variable(2)
|
$
|
960,027.86
|
May
25, 2037
|
|
II-48-A
|
Variable(2)
|
$
|
13,868,718.87
|
May
25, 2037
|
|
II-48-B
|
Variable(2)
|
$
|
13,868,718.87
|
May
25, 2037
|
|
II-49-A
|
Variable(2)
|
$
|
270,989.90
|
May
25, 2037
|
|
II-49-B
|
Variable(2)
|
$
|
270,989.90
|
May
25, 2037
|
|
II-50-A
|
Variable(2)
|
$
|
262,507.89
|
May
25, 2037
|
|
II-50-B
|
Variable(2)
|
$
|
262,507.89
|
May
25, 2037
|
|
II-51-A
|
Variable(2)
|
$
|
254,290.30
|
May
25, 2037
|
|
II-51-B
|
Variable(2)
|
$
|
254,290.30
|
May
25, 2037
|
|
II-52-A
|
Variable(2)
|
$
|
246,328.92
|
May
25, 2037
|
|
II-52-B
|
Variable(2)
|
$
|
246,328.92
|
May
25, 2037
|
|
II-53-A
|
Variable(2)
|
$
|
238,615.78
|
May
25, 2037
|
|
II-53-B
|
Variable(2)
|
$
|
238,615.78
|
May
25, 2037
|
|
II-54-A
|
Variable(2)
|
$
|
231,143.17
|
May
25, 2037
|
|
II-54-B
|
Variable(2)
|
$
|
231,143.17
|
May
25, 2037
|
|
II-55-A
|
Variable(2)
|
$
|
223,903.60
|
May
25, 2037
|
|
II-55-B
|
Variable(2)
|
$
|
223,903.60
|
May
25, 2037
|
|
II-56-A
|
Variable(2)
|
$
|
216,895.08
|
May
25, 2037
|
|
II-56-B
|
Variable(2)
|
$
|
216,895.08
|
May
25, 2037
|
|
II-57-A
|
Variable(2)
|
$
|
210,105.30
|
May
25, 2037
|
|
II-57-B
|
Variable(2)
|
$
|
210,105.30
|
May
25, 2037
|
|
II-58-A
|
Variable(2)
|
$
|
203,529.40
|
May
25, 2037
|
|
II-58-B
|
Variable(2)
|
$
|
203,529.40
|
May
25, 2037
|
|
II-59-A
|
Variable(2)
|
$
|
197,560.36
|
May
25, 2037
|
|
II-59-B
|
Variable(2)
|
$
|
197,560.36
|
May
25, 2037
|
|
II-60-A
|
Variable(2)
|
$
|
6,055,911.45
|
May
25, 2037
|
|
II-60-B
|
Variable(2)
|
$
|
6,055,911.45
|
May
25, 2037
|
|
P
|
0.00%
|
$
|
100.00
|
May
25, 2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will be the sole class of Residual Interests in
REMIC
II for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Uncertificated REMIC II Pass-Through Rate, the
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC II Regular Interests (as defined herein). None of
the REMIC II Regular Interests will be certificated.
Designation
|
Uncertificated
REMIC II Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
AA
|
Variable(2)
|
$
|
425,796,922.45
|
May
25, 2037
|
I-A-1
|
Variable(2)
|
$
|
1,175,355.00
|
May
25, 2037
|
I-A-2
|
Variable(2)
|
$
|
461,545.00
|
May
25, 2037
|
I-A-3
|
Variable(2)
|
$
|
319,065.00
|
May
25, 2037
|
I-A-4
|
Variable(2)
|
$
|
199,595.00
|
May
25, 2037
|
II-A
|
Variable(2)
|
$
|
1,053,125.00
|
May
25, 2037
|
M-1
|
Variable(2)
|
$
|
265,035.00
|
May
25, 2037
|
M-2
|
Variable(2)
|
$
|
208,555.00
|
May
25, 2037
|
M-3
|
Variable(2)
|
$
|
67,345.00
|
May
25, 2037
|
M-4
|
Variable(2)
|
$
|
67,345.00
|
May
25, 2037
|
M-5
|
Variable(2)
|
$
|
71,690.00
|
May
25, 2037
|
M-6
|
Variable(2)
|
$
|
32,585.00
|
May
25, 2037
|
M-7
|
Variable(2)
|
$
|
65,175.00
|
May
25, 2037
|
M-8
|
Variable(2)
|
$
|
49,965.00
|
May
25, 2037
|
M-9
|
Variable(2)
|
$
|
71,690.00
|
May
25, 2037
|
ZZ
|
Variable(2)
|
$
|
4,581,663.11
|
May
25, 2037
|
IO
|
(2)
|
(3)
|
May
25, 2037
|
|
P
|
0.00%
|
$
|
100.00
|
May
25, 2037
|
1-Sub
|
Variable(2)
|
$
|
15,265.47
|
May
25, 2037
|
1-Grp
|
Variable(2)
|
$
|
58,376.67
|
May
25, 2037
|
2-Sub
|
Variable(2)
|
$
|
7,458.16
|
May
25, 2037
|
2-Grp
|
Variable(2)
|
$
|
28,520.66
|
May
25, 2037
|
XX
|
Variable(2)
|
$
|
434,377,034.60
|
May
25, 2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class CE Interest, Class P Interest and Class IO
Interest) and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more of the
Regular Interests in REMIC III created hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class IO Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each Certificate shall
be
equal in amount and timing to the entitlement to principal of such Certificate.
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
|
I-A-1(2)
|
Variable(3)
|
$
|
235,071,000.00
|
May
25, 2037
|
I-A-2(2)
|
Variable(3)
|
$
|
92,309,000.00
|
May
25, 2037
|
I-A-3(2)
|
Variable(3)
|
$
|
63,813,000.00
|
May
25, 2037
|
I-A-4(2)
|
Variable(3)
|
$
|
39,919,000.00
|
May
25, 2037
|
II-A(2)
|
Variable(3)
|
$
|
210,625,000.00
|
May
25, 2037
|
M-1(2)
|
Variable(3)
|
$
|
53,007,000.00
|
May
25, 2037
|
M-2(2)
|
Variable(3)
|
$
|
41,711,000.00
|
May
25, 2037
|
M-3(2)
|
Variable(3)
|
$
|
13,469,000.00
|
May
25, 2037
|
M-4(2)
|
Variable(3)
|
$
|
13,469,000.00
|
May
25, 2037
|
M-5(2)
|
Variable(3)
|
$
|
14,338,000.00
|
May
25, 2037
|
M-6(2)
|
Variable(3)
|
$
|
6,517,000.00
|
May
25, 2037
|
M-7(2)
|
Variable(3)
|
$
|
13,035,000.00
|
May
25, 2037
|
M-8(2)
|
Variable(3)
|
$
|
9,993,000.00
|
May
25, 2037
|
M-9(2)
|
Variable(3)
|
$
|
14,338,000.00
|
May
25, 2037
|
Class
CE Interest
|
Variable(3)(4)
|
$
|
47,359,311.13
|
May
25, 2037
|
Class
P Interest
|
0.00%(5)
|
$
|
100.00
|
May
25, 2037
|
Class
IO Interest
|
(6)
|
(7)
|
May
25, 2037
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Regular Interest in REMIC
III.
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
III. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the related
Regular Interest in REMIC III on such Distribution Date shall be
treated
for federal income tax purposes as having been paid from the Reserve
Fund
or the Supplemental Interest Trust, as applicable, and any amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date in excess of the amount distributable on such Class
of
Certificates on such Distribution Date shall be treated for such
purposes
as having been distributed to the Holders of such Certificates and
then
paid by such Holders to the Supplemental Interest Trust, all pursuant
to
and as further provided in Section 3.21
hereof.
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC III which corresponds to a Class A Certificate
or Class M Certificate will have the same Pass-Through Rate as such
Certificate, except with respect to the Net Rate Cap. The Net Rate
Cap for
each such Regular Interest in REMIC III and Certificate is specified
in
the definition of “Net Rate Cap.”
|
(4)
|
The
Class CE Interest will accrue interest at its variable Pass-Through
Rate
on its Uncertificated Notional Amount outstanding from time to time,
which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II
Regular Interests (other than REMIC II Regular Interest P). The Class
CE
Interest will not accrue interest on its Uncertificated Principal
Balance.
|
(5)
|
The
Class P Interest is not entitled to distributions in respect of
interest.
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest IO.
|
(7)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC
IV
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest represents the sole class of Residual Interests in REMIC IV for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder. The Class CE Certificate represents ownership of a Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
CE
|
(2)
|
$
|
47,359,311.13
|
May
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class CE
Certificates.
|
(2)
|
The
Class CE Certificates will receive 100% of the amounts received in
respect
of the Class CE Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC V”. The Class
R-5 Interest represents the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
V created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible Maturity Date(1)
|
|
P
|
0.00%(2)
|
$
|
100.00
|
May
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class P
Certificates.
|
(2)
|
The
Class P Certificates will receive 100% of the amounts received in
respect
of the Class P Interest.
|
REMIC
VI
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC VI”. The Class
R-6 Interest represents the sole class of Residual Interests in REMIC VI for
purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
VI
created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
IO(2)
|
(3)
|
(4)
|
May
25, 2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC VI Regular Interest
IO.
|
(2)
|
REMIC
VI Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
(3)
|
REMIC
VI Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
(4)
|
REMIC
VI Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2007-HE4.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2007-HE4” (including for purposes of
any endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K
Filing Deadline:
As
defined in Section 3.16(a)(iii).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Reserve Fund, the Swap Account, the Class P
Certificate Account, the Swap Collateral Account and the Protected
Account.
Accrual
Period:
With
respect to the Certificates (other than the Class CE, Class P and the Residual
Certificates) and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date and with respect to the second Accrual Period, May
25,
2007) to and including the day prior to such Distribution Date (or with respect
to the first Accrual Period, to and including May 24, 2007). With respect to
the
Class CE Certificates and the Class CE Interest and the first Distribution
Date,
the calendar month of April 2007, and with respect to the Class CE Certificates
and the Class CE Interest and any other Distribution Date, the calendar month
immediately preceding such Distribution Date. All calculations of interest
on
the Certificates (other than the Class CE, Class P and the Residual
Certificates) will be made on the basis of the actual number of days elapsed
in
the related Accrual Period. All calculations of interest on the Class CE
Interest and the Class CE Certificates will be made on the basis of a 360-day
year consisting of twelve 30-day months.
Additional
Disclosure:
As
defined in Section 3.16(a)(iv).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit R.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iii).
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Master Servicer as provided in Section 5.01
hereof.
Affected
Party:
An
“Affected Party” as defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account at
the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period, (ii) Principal Prepayments,
received in respect of such Mortgage Loans after the last day of the related
Prepayment Period and (iii) Liquidation Proceeds, Subsequent Recoveries and
Insurance Proceeds received in respect of such Mortgage Loans after the last
day
of the prior calendar month.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A Certificates and Class
M
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
which have been applied in reduction of the Certificate Principal Balance of
a
Class of Certificates pursuant to Section 5.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.14.
Attesting
Party:
As
defined in Section 3.14.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iii).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A Certificates and
Class
M Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
for
such Class for such Distribution Date is limited to the related Net Rate Cap,
the excess, if any, of (a) the amount of Current Interest that such Class would
have been entitled to receive on such Distribution Date had the Pass-Though
Rate
applicable to such Class been calculated at a per annum rate equal to the
related One-Month LIBOR Pass-Through Rate, over (b) the amount of Current
Interest that such Class received on such Distribution Date at the related
Net
Rate Cap for such Distribution Date and (B) the Basis Risk Shortfall Carry
Forward Amount for the previous Distribution Date not previously paid, together
with interest thereon at a rate equal to the related Pass-Through Rate for
the
current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
CE Certificates and Class P Certificates) constitutes a Class of Book-Entry
Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the city of New York, Chicago, Illinois, Minneapolis, Minnesota
or the city in which the Corporate Trust Office of the Trustee or the principal
office of the Master Servicer is located as authorized or obligated by law
or
executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin:
With
respect to the Class I-A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-1, 0.120% per
annum.
With
respect to the Class I-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-2, 0.190% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.380% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class I-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-3, 0.260% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.520% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class I-A-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-4, 0.350% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.700% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.220% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.440% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.450% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.675% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.490% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.735% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.650% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.975% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 1.100% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.650% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 1.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.250% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 2.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.000% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-7 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-7, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-8 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-8, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-9 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-9, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class CE Certificates and any Distribution Date, an amount equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning of
the
related Due Period.
The
initial Certificate Notional Amount of the Class CE Certificates shall be
$868,973,311.13. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class CE Interest for such Distribution
Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class CE Certificates and any Class R
Certificates) and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate plus, in the case of a Class A Certificate and
Class
M Certificate, any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 5.04(b), less the sum of (i)
all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant
to
Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates. As to the Class CE Certificates
and
as of any Distribution Date, an amount equal to the Uncertificated Principal
Balance of the Class CE Interest.
Certificate
Register:
The
register maintained pursuant to Section 6.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
As
defined in Section 3.16(a)(iii).
Certifying
Person:
As
defined in Section 3.16(a)(iii).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4 and Class II-A
Certificates.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 47.70% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus
$4,344.867.
Class
I-A Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
Certificates.
Class
I-A-1 Certificate:
Any
Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A-2 Certificate:
Any
Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A-3 Certificate:
Any
Certificate designated as a “Class I-A-3 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A-4 Certificate:
Any
Certificate designated as a “Class I-A-4 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-4 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, with respect to the Class I-A Certificates and any
Distribution Date, is the product of the Class A Principal Distribution Amount
and a fraction, the numerator of which is the Principal Funds for Loan Group
I
for such Distribution Date and the denominator of which is the Principal Funds
for both Loan Groups for such Distribution Date.
Class
II-A Certificate:
Any
Certificate designated as a “Class II-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class II-A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, with respect to the Class II-A Certificates and any
Distribution Date, is the product of the Class A Principal Distribution Amount
and a fraction, the numerator of which is the Principal Funds for Loan Group
II
for such Distribution Date and the denominator of which is the Principal Funds
for both Loan Groups for such Distribution Date.
Class
CE Certificate:
Any
Certificate designated as a “Class CE Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class CE Certificates herein and evidencing
(i) a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts and (iii) the right to receive Class IO Distribution
Amounts.
Class
CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class CE Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication, any
Subsequent Recoveries not distributed to the Class A Certificates and Class
M
Certificates on such Distribution Date; provided, however, on any Distribution
Date after the Distribution Date on which the Certificate Principal Balances
of
the Class A Certificates and Class M Certificates have been reduced to zero,
the
Class CE Distribution Amount shall include the Overcollateralization
Amount.
Class
CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class CE Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.21(c) on such Distribution Date in excess of the amount payable on REMIC
VI
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.21 hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC VI Regular Interest IO, evidencing a Regular Interest in REMIC
III for purposes of the REMIC Provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and Class M-9 Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 59.90% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (3) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 69.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 72.60% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 75.70% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 79.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 80.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-7 Certificate:
Any
Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-7 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2)
the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance
of
the Class M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 83.50% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $4,344.867.
Class
M-8 Certificate:
Any
Certificate designated as a “Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-8 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class
M-7 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of
the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date) and (9) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior
to
such Distribution Date, over (b) the lesser of (1) the product of (x) 85.80%
and
(y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus $4,344.867.
Class
M-9 Certificate:
Any
Certificate designated as a “Class M-9 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-9 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
M-7
Principal Distribution Amount and the Class M-8 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (9) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (10) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 89.10% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $4,344.867.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive
any
Prepayment Charge Waiver Amounts.
Class
P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class P
Certificateholders.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 and Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest, Class R-5 Interest and Class R-6 Interest and representing the right
to the Percentage Interest of distributions provided for the Class RX
Certificates as set forth herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
R-6 Interest:
The
uncertificated Residual Interest in REMIC VI.
Closing
Date:
April
30, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office:
The
designated office of the Trustee where at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services - Bear Xxxxxxx Asset Backed Securities I LLC,
Series 2007-HE4, or at such other address as the Trustee may designate from
time
to time.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), the Certificate with the
corresponding designation. With respect to each REMIC III Regular Interest
(other than the Class CE Interest, the Class P Interest and the Class IO
Interest), the related Certificate representing an ownership
therein.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of each
class (other than the Class P Certificates, Class P Interest, the Residual
Interests and the Residual Certificates), (i) the interest accrued on the
Certificate Principal Balance or Certificate Notional Amount or Uncertificated
Notional Amount, as applicable, during the related Accrual Period at the
applicable Pass-Through Rate plus any amount previously distributed with respect
to interest for such Certificate or interest that has been recovered as a
voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any
Prepayment Interest Shortfall for such Distribution Date, to the extent not
covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
during the related Due Period, provided, however, that for purposes of
calculating Current Interest for any such class, amounts specified in clause
(ii) hereof for any such Distribution Date shall be allocated first to the
Class
CE Certificates and the Class CE Interest in reduction of amounts otherwise
distributable to such Certificates and interest on such Distribution Date and
then any excess shall be allocated to each Class of Class A Certificates and
Class M Certificates on a pro
rata
basis
based on the respective amounts of interest accrued pursuant to clause (i)
hereof for each such Class on such Distribution Date.
Current
Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and (ii) the Overcollateralization Amount, in each case prior
to
the distribution of the Principal Distribution Amount on such Distribution
Date,
by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
end of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month).
Custodial
Agreement:
An
agreement, dated as of April 30, 2007, among the Depositor, EMC, as a Seller
and
as Master Servicer, Master Funding as a Seller, the Trustee and the Custodian
in
substantially the form of Exhibit J hereto.
Custodian:
LaSalle
Bank National Association, or any successor custodian appointed pursuant to
the
provisions hereof and the Custodial Agreement.
Cut-off
Date:
April
1, 2007.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof on the Cut-off Date
after application of all Principal Prepayments received prior to the Cut-off
Date and scheduled payments of principal due on or before the Cut-off Date,
whether or not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date. The aggregate
Cut-off Date Principal Balance of the Mortgage Loans is
$868,973,311.13.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Defaulting
Party:
A
“Defaulting Party” as defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Event:
A
Delinquency Event shall
have occurred and be continuing if at any time, (x) the percent equivalent
of a
fraction, the numerator of which is the aggregate Stated Principal Balance
of
the Mortgage Loans that are 60 days or more Delinquent (including for this
purpose any such Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans
with respect to which the related Mortgaged Property is REO Property), and
the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), exceeds (y) 30.50% of the
Current
Specified Enhancement Percentage.
Delinquent:
The
delinquency method used for calculations with respect to the Mortgage Loans
will
be in accordance with the methodology used by lenders regulated by the Office
of
Thrift Supervision. Under this method, a mortgage loan is considered “30 days or
more Delinquent” if the borrower fails to make a scheduled payment prior to the
close of business on the mortgage loan’s first succeeding due date. For example,
if a securitization had a closing date occurring in August and a cut-off date
of
August 1, a mortgage loan with a payment due on July 1 that remained unpaid
as
of the close of business on July 31 would not be described as 30 days delinquent
as of the cut-off date. Such mortgage loan with a payment due on June 1 that
remained unpaid as of the close of business on July 31 would be described as
30
days delinquent as of the cut-off date. A mortgage loan would be considered
“60
days or more Delinquent” with respect to such scheduled payment if such
scheduled payment were not made prior to the close of business on the mortgage
loan’s second succeeding due date (or, in the preceding example, if the
mortgage loan with a payment due on May 1 remained unpaid as of the close of
business on July 31). Similarly for “90 days or more Delinquent” and so on.
Unless otherwise specified, with respect to any date of determination,
determinations of delinquency are made as of the last day of the prior calendar
month.
Mortgage Loans with Due Dates which are not the first of the month are treated
as if the Due Date was the first of the following month.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, dated as of the Closing
Date,
substantially in the form of Exhibit H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.04 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE4”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
Other
than the first Distribution Date, the 25th day of each calendar month after
the
initial issuance of the Certificates, or if such 25th day is not a Business
Day,
the next succeeding Business Day, commencing in June 2007. With respect to
the
first Distribution Date, June 1, 2007.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date (other than the first Distribution Date),
the
period from the second day of the calendar month preceding the calendar month
in
which such Distribution Date occurs through close of business on the first
day
of the calendar month in which such Distribution Date occurs. With respect
to
the first Distribution Date, the period commencing on the second day of the
calendar month in which the Cut-off Date occurs and ending at the close of
business on the first day of the calendar month prior to the month in which
such
Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department of
a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
EMC
Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC
is
the applicable Seller.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class CE, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of (a)
the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest Funds
for such Distribution Date, over (ii) the sum of the Current Interest on the
Class A Certificates and Class M Certificates and Interest Carry Forward Amounts
on the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 5.04(a)(4)(A)), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date, over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC (on its own behalf as a Seller
and on behalf of Master Funding) pursuant to or as contemplated by Section
2.03(c) or Section 10.01), a determination made by the Master Servicer that
all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Master Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The Master
Servicer shall maintain records of each Final Recovery Determination made
thereby.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. and any successor thereto.
Form
8-K Disclosure Information:
As
defined in Section 3.16(a)(iii).
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
Group
I Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group
I Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount for such Distribution Date and a fraction, the numerator of which is
the
Principal Funds for Loan Group I for such Distribution Date and the denominator
of which is the Principal Funds for both Loan Groups for such Distribution
Date.
Group
II Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount for such Distribution Date and a fraction, the numerator of which is
the
Principal Funds for Loan Group II for such Distribution Date and the denominator
of which is the Principal Funds for both Loan Groups for such Distribution
Date.
Guarantor:
As
defined in Section 3.21(i).
Guarantee:
As
defined in Section 3.21(i).
Indemnified
Persons:
The
Trustee, the Master Servicer, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Index:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity Holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect
to any Mortgage Loan included in the Trust Fund, any insurance policy, including
all riders and endorsements thereto in effect with respect to such Mortgage
Loan, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust and are not applied to the restoration
of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage
loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class CE, Class P and the Residual Certificates), the sum of (i) the excess
of (a) the Current Interest for such Class with respect to such Distribution
Date and any prior Distribution Dates over (b) the amount actually distributed
to such Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by applicable law)
at
the applicable Pass-Through Rate for such Class for the related Accrual Period
including the Accrual Period relating to such Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to each Loan Group and any Distribution Date (1) the sum, without
duplication, of (a) all scheduled interest during the related Due Period with
respect to the Mortgage Loans less the Servicing Fee and the LPMI Fee, if any,
(b) all Advances relating to interest with respect to the Mortgage Loans made
on
or prior to the related Distribution Account Deposit Date, (c) all Compensating
Interest with respect to the Mortgage Loans and required to be remitted by
the
Master Servicer pursuant to this Agreement with respect to such Distribution
Date, (d) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
with respect to the Mortgage Loans
collected during the prior calendar month (to
the
extent such Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
relate to interest) less all non-recoverable Advances related to interest and
certain expenses reimbursed during the prior calendar month, in each case with
respect to the Mortgage Loans, (e) all amounts relating to interest with respect
to each Mortgage Loan repurchased by EMC in the related Loan Group (on its
own
behalf as Seller and on behalf of Master Funding) pursuant to Sections 2.02
and
2.03 and by the Master Servicer pursuant to Section 3.19, in each case to the
extent remitted by the Master Servicer to the Distribution Account pursuant
to
this Agreement and (f) the
interest portion of any proceeds received from the exercise of an Optional
Termination,
minus
(2) (i) all amounts relating to interest required to be reimbursed pursuant
to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement, and (ii)
any
Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger
Event and other than to the extent already paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreements that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Administrator for payment to the Swap Provider for such
Distribution Date and any such payments remaining unpaid for any prior
Distribution Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
LaSalle:
LaSalle
Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: with respect to the
Certificates, other than the Class I-A-1, Class I-A-2 and Class I-A-3
Certificates, the Distribution Date in May 2037; with respect to the Class
I-A-1, Class I-A-2 and Class I-A-3 Certificates, the Distribution Date in
May
2031,
May 2035 and February 2037,
respectively.
Latest
Possible Maturity Date:
With
respect to the Certificates, May 25, 2037, which is the Distribution Date in
the
month following the final scheduled maturity date of the Mortgage Loan in the
Trust Fund having the latest scheduled maturity date as of the Cut-off Date.
For
purposes of the Treasury regulations under Sections 860A through 860G of the
Code, the latest possible maturity date of each Regular Interest issued by
REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be the Latest
Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loss
Allocation Limitation:
The
meaning specified in Section 5.05(b) hereof.
LPMI
Fee:
The fee
payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
set
forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Master Servicer or
the
related subservicer of the related Mortgage Loan is responsible for the payment
of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class CE
Certificates.
Marker
Rate:
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), with the rate
on each such REMIC II Regular Interest (other than REMIC II Regular Interest
ZZ)
subject to a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through
Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC
III Regular Interest the ownership of which is represented by the Corresponding
Certificate for the purpose of this calculation for such Distribution Date,
and
with the rate on REMIC II Regular Interest ZZ subject to a cap of zero for
the
purpose of this calculation; provided, however, that solely for this purpose,
the related cap with respect to each REMIC II Regular Interest (other than
REMIC
II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) shall
be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
Master
Funding:
Master
Funding LLC, a Delaware limited liability company, and its successors and
assigns, in its capacity as the seller of the Master Funding Mortgage Loans
to
the Depositor.
Master
Funding Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master
Funding is the applicable Seller.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum
Probable Exposure:
With
respect to each Distribution Date, the amount calculated by the Depositor in
accordance with the Seller’s internal risk management process in respect of
similar instruments, such calculation to be performed as agreed by the Trustee
and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess, if any, of (i) accrued interest
at
the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), with the rate on each such
REMIC II Regular Interest subject to a cap equal to the lesser of (x) the
One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (y)
the
Net Rate Cap for the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of this calculation
for such Distribution Date; provided, however, that solely for this purpose,
the
related cap with respect to each REMIC II Regular Interest (other than REMIC
II
Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) shall be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement delivered to the Certificateholders pursuant to Section
5.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first or second lien
on
or first or second priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of April 30, 2007, among EMC, as
a
seller, Master Funding, as a seller and the Depositor, as purchaser in the
form
attached hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller or the Master
Servicer to reflect the deletion of Deleted Mortgage Loans and the addition
of
Replacement Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, the initial Mortgage Loan Schedule being attached
hereto as Exhibit B setting forth the following information with respect to
each
Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (o)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate and (ii) the rate at which
the
LPMI Fee is calculated, if any.
Net
Rate Cap:
With
respect to any Distribution Date and the Class I-A-1, Class I-A-2, Class I-A-3
and Class I-A-4 Certificates, the excess, if any, of (A) a per annum rate equal
to the product of (x) the weighted average of the Net Mortgage Rates on the
then
outstanding Mortgage Loans in Loan Group I, weighted based on the Stated
Principal Balances of such Mortgage Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date,
and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
payable to the Swap Provider on such Distribution Date and (ii) any Swap
Termination Payment not due to a Swap Provider Trigger Event payable to the
Swap
Provider (other than to the extent already paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. With respect to any Distribution Date and the REMIC III Regular Interests
the ownership of which is represented by the Class I-A-1, Class I-A-2, Class
I-A-3 and Class I-A-4 Certificates, a per annum rate equal to the weighted
average (adjusted for the actual number of days elapsed in the related Accrual
Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular
Interest 1-Grp, weighted on the basis of the Uncertificated Principal Balance
of
such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Mortgage Loans in Loan Group
II,
weighted based on the Stated Principal Balances of such Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Accrual Period, over (B) an amount, expressed as
a
per annum rate, equal to the sum of (i) the Net Swap Payment payable to the
Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreement that may be entered
into by the Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the related
Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class II-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class M Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the weighted average of the Net Mortgage Rates on the then outstanding Mortgage
Loans in each Loan Group, weighted in proportion to the results of subtracting
from the aggregate Stated Principal Balances of each such Loan Group as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, the Certificate Principal
Balance of the related Class or Classes of Senior Certificates and (y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
payable to the Swap Provider on such Distribution Date and (ii) any Swap
Termination Payment not due to a Swap Provider Trigger Event payable to the
Swap
Provider (other than to the extent already paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. With respect to any Distribution Date and the REMIC III Regular Interests
the ownership of which is represented by the Class M Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp and (b) REMIC II Regular Interest 2-Sub, subject to
a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC II Regular Interest immediately prior to such
Distribution Date.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer pursuant to this Agreement, that, in the good faith judgment of the
Master Servicer, will not or, in the case of a proposed advance, would not,
be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit M.
Offered
Certificates:
The
Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class II-A, Class M-1,
Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9 Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed by any
of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s knowledge of and
familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, Master Funding and/or the Trustee, as the case may
be, as required by this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Reuters
Screen LIBOR01 Page, which is the display page currently so designated on the
Reuters Monitor Money Rates Service (or
such
other page as may replace that page on that service for the purpose of
displaying comparable rates or prices) as of 11:00 a.m. (London time) on such
Interest Determination Date. If such rate does not appear on such page (or
such
other page as may replace that page on that service, or if such service is
no
longer offered, such other service for displaying One-Month LIBOR or comparable
rates as may be reasonably selected by the Trustee), One-Month LIBOR for the
applicable Accrual Period will be the Reference Bank Rate. If no such quotations
can be obtained by the Trustee and no Reference Bank Rate is available,
One-Month LIBOR will be One-Month LIBOR applicable to the preceding Accrual
Period. The establishment of One-Month LIBOR on each Interest Determination
Date
by the Trustee and the Trustee’s calculation of the rate of interest applicable
to the Class A Certificates and Class M Certificates for the related Accrual
Period shall, in the absence of manifest error, be final and
binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Class A Certificate and Class M Certificate and, for purposes
of
the definitions of “Marker Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, the REMIC II Regular Interest for which such Certificate is
the Corresponding Certificate, a per annum rate equal to One-Month LIBOR plus
the related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller, the Depositor
or
the Master Servicer, reasonably acceptable to each addressee of such opinion;
provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of the Seller, Depositor and the Master Servicer, (ii)
not
have any direct financial interest in the
Seller, the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with the Seller, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and REO Property pursuant to Section 10.01
hereof.
Optional
Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Mortgage
Loans is equal to or less than 10% of the Stated Principal Balance of all of
the
Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period and
after
reduction for Realized Losses incurred during the prior calendar month), over
the aggregate Certificate Principal Balance of the Class A Certificates and
Class M Certificates on such Distribution Date (after taking into account the
payment of principal other than any Extra Principal Distribution Amount on
such
Certificates).
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date (assuming that 100% of the Principal Funds
is
applied as a principal payment on such Distribution Date), over (ii) the
Overcollateralization Target Amount for such Distribution Date (with the amount
pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount
is
less than or equal to the Overcollateralization Target Amount on that
Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 5.45% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 5.45% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (2) 10.90% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
and (ii) $4,344,867 or (c) on or after the Stepdown Date and if a Trigger Event
is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A Certificates and Class M Certificates and any
Distribution Date, a per annum rate equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
related Net Rate Cap for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of the amount determined for each REMIC II Regular Interest (other
than
REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) equal
to
the product of (a) the excess, if any, of the Uncertificated REMIC II
Pass-Through Rate for such REMIC II Regular Interest over the Marker Rate and
(b) a notional amount equal to the Uncertificated Principal Balance of such
REMIC II Regular Interest, and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of such REMIC II Regular
Interests.
With
respect to the Class CE Certificate, the Class CE Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class CE Interest for such Distribution Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC VI Regular Interest IO, REMIC VI Regular Interest IO shall
not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of mortgage loans
directly or indirectly to an issuing entity in connection with an issuance
of
publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated
or
unrated securities, the payments on which are determined primarily by reference
to one or more portfolios of residential mortgage loans.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|
(ii) |
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
|
(iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
(iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee in its commercial banking capacity), provided that the commercial
paper and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two highest
long-term and the highest short-term ratings of each such Rating
Agency
for such securities, or such lower ratings as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any Rating Agency, as evidenced in
writing;
|
(v) |
guaranteed
reinvestment agreements issued by any bank, insurance company or
other
corporation containing, at the time of the issuance of such agreements,
such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
(vi) |
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (v)
above;
|
(vii) |
securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is Xxxxx’x, such rating
shall be the highest commercial paper rating of Xxxxx’x for any such
securities), or such lower rating as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
|
(viii) |
interests
in any money market fund (including any such fund managed or advised
by
the Trustee or any affiliate thereof) which at the date of acquisition
of
the interests in such fund and throughout the time such interests
are held
in such fund has the highest applicable short term rating by each
Rating
Agency or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
(ix) |
short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state
thereof (including any such fund managed or advised by the Trustee
or the
Master Servicer or any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective highest
applicable rating category or such lower rating as will not result
in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in writing;
and
|
(x) |
such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and as will
not
result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
|
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Trustee shall receive an Opinion of Counsel, at the expense of the
party making such investments, to the effect that such investment will not
adversely affect the status of any such REMIC as a REMIC under the Code or
result in imposition of a tax on any such REMIC. Permitted Investments that
are
subject to prepayment or call may not be purchased at a price in excess of
par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) on electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI to fail to qualify as a REMIC at any time that any Certificates are
Outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
Xxxxxxx Mac, a majority of its board of directors is not selected by such
government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Piggyback
Loan:
A
second lien Mortgage Loan originated by the same originator to the same borrower
at the same time as the first lien Mortgage Loan, each secured by the same
Mortgaged Property.
Prepayment
Assumption:
The
applicable rate of prepayment as described in the Prospectus
Supplement.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Master Servicer to the Trustee in respect of waived
Prepayment Charges pursuant to Section 4.01(a).
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment during the related Prepayment Period, a Principal
Prepayment in full during the related Prepayment Period, or that became a
Liquidated Loan during the prior calendar month, (other than a Principal
Prepayment in full resulting from the purchase of a Mortgage Loan pursuant
to
Section 2.02, 2.03, 3.19 or 10.01 hereof), the amount, if any, by which (i)
one
month’s interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan immediately prior to such prepayment (or
liquidation) or in the case of a partial Principal Prepayment on the amount
of
such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
paid or collected in connection with such Principal Prepayment or such
liquidation proceeds less the sum of (a) the Servicing Fee and (b) the LPMI
Fee,
if any, in each case with respect to the related Mortgage Loan.
Prepayment
Period:
As to
any Distribution Date, and each Principal Prepayment in full, the period
commencing on the 16th day of the month prior to the month in which the related
Distribution Date occurs (or with respect to the first Distribution Date, the
period commencing on the Cut-off Date) and ending on the 15th day of the month
in which such Distribution Date occurs (or with respect to the first
Distribution Date, the period ending on the 15th
day of
the month preceding the month in which such Distribution Date occurs). With
respect to any Distribution Date and each partial Principal Prepayment, the
calendar month prior to the month of such Distribution Date, or in the case
of
the first Distribution Date, the calendar month in which the Cut-off Date
occurs.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note Holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Accrual Period for such Class relating to a Distribution Date.
Principal
Distribution Amount:
With
respect to each Distribution Date, an amount equal to (x) the Principal Funds
for such Distribution Date plus (y) any Extra Principal Distribution Amount
for
such Distribution Date, less (z) any Overcollateralization Release
Amount.
Principal
Funds:
With
respect to each Loan Group and any Distribution Date, (1) the sum, without
duplication, of (a) all scheduled principal collected during the related Due
Period, (b) all Advances relating to principal made on or before the
Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
Prepayment Charges or penalties collected on the Mortgage Loans during the
related Prepayment Period, (d) the Stated Principal Balance of each Mortgage
Loan in the related Loan Group that was repurchased by EMC on its own behalf
as
Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03
and
by the Master Servicer pursuant to Section 3.19, (e) the aggregate of all
Substitution Adjustment Amounts for the related Determination Date in connection
with the substitution of Mortgage Loans pursuant to Section 2.03(c), (f) all
Liquidation Proceeds and Subsequent Recoveries collected on the Mortgage Loans
during the prior calendar month (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to principal), in each case to the extent remitted
by the Master Servicer to the Distribution Account pursuant to this Agreement,
and (g) the
principal portion of any proceeds received from the exercise of an Optional
Termination,
minus
(2)(i) all amounts required to be reimbursed pursuant to Sections 4.02 and
4.05
or as otherwise set forth in this Agreement and (ii) any Net Swap Payments
or
Swap Termination Payments (not due to a Swap Provider Trigger Event and other
than to the extent already paid by the Swap Administrator from any upfront
payment received pursuant to any replacement interest rate swap agreement that
may be entered into by the Supplemental Interest Trust Trustee) owed to the
Swap
Administrator for payment to the Swap Provider for such Distribution Date and
any such payments remaining unpaid for any prior Distribution Dates to the
extent not paid from Interest Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 and 10.01 hereof) that is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment. Partial Principal Prepayments shall be applied by
the
Master Servicer, as appropriate, in accordance with the terms of the related
Mortgage Note.
Private
Certificates:
Any of
the Class P, Class CE and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated April 26, 2007, relating to the public offering
of
the Offered Certificates.
Protected
Account:
The
separate Eligible Account established and maintained by the Master Servicer
with
respect to the Mortgage Loans and REO Property in accordance with Section 4.01
hereof.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased pursuant to the applicable
provisions of this Agreement, an amount equal to the sum of (i) 100% of the
Stated Principal Balance remaining unpaid on such Mortgage Loan as of the date
of purchase (including if a foreclosure has already occurred, the principal
balance of the related Mortgage Loan at the time the Mortgaged Property was
acquired), net of any Servicing Advances and Advances attributable to principal
and payable to the purchaser of the Mortgage Loan if such purchaser is also
the
Master Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon
at the applicable Mortgage Rate through and including the last day of the month
of such purchase, net of any portion of the Servicing Fee and any Servicing
Advances and Advances attributable to interest that is payable to the purchaser
of the Mortgage Loan if such purchaser is also the Master Servicer of such
Mortgage Loan, and (iii) any costs and damages (if any) incurred by the Trust
in
connection with any violation of such Mortgage Loan of any anti-predatory
lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination
has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on
the
Distribution Date during such calendar month, minus (iii) the proceeds,
if any,
received in respect of such Mortgage Loan during the calendar month in
which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer pursuant to this Agreement which have
not been
previously reimbursed. With
respect to each Mortgage Loan which is the subject of a Servicing Modification
during the calendar month immediately preceding the related Distribution
Date,
the sum of (a) the total amount of interest and principal which is forgiven
with
respect to the related Mortgage Loan and (b) the amount of any Advances
and
Servicing Advances made by the Master Servicer with respect to such Mortgage
Loan which are reimbursable from the Trust to the Master Servicer with
respect
to that Servicing Modification; provided that, the amounts expressed in
clause
(a) above shall not include the amounts expressed in clause (b) above.
In
addition, to the extent the Master Servicer receives Subsequent Recoveries
with
respect to any Mortgage Loan, the amount of the Realized Loss with respect
to
that Mortgage Loan will be reduced to the extent such recoveries are distributed
to any Class of Certificates or applied to increase Excess Spread on any
Distribution Date pursuant to Section 5.04(b). Realized Losses will be
based on
Realized Losses incurred during the month preceding the related Distribution
Date, other than respect to the first Distribution Date, where Realized
Losses
are incurred during the calendar month in which the Cut-off Date
occurs.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date (other than the first Distribution Date)
and
the
Certificates (other than the Class CE, Class P and Residual
Certificates),
so long
as such Classes of Certificates are Book-Entry Certificates, the Business Day
preceding such Distribution Date, and otherwise, the close of business on the
last Business Day of the month preceding the month in which such Distribution
Date occurs. With respect to the first Distribution Date and the Certificates
(other than the Class CE, Class P and Residual Certificates), May 24, 2007.
With
respect to the Class CE, Class P and Residual Certificates, the close of
business on the last Business Day of the month preceding the month in which
such
Distribution Date occurs.
Reference
Banks:
Shall
mean leading banks selected by the Trustee and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) which have been designated as
such
by the Trustee and (iii) which are not controlling, controlled by, or under
common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New
York
City, selected by the Trustee, as of 11:00 a.m., New York City time, on such
date for loans in United States dollars to leading European banks for a period
of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state or local
law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
I Group I Regular Interests:
REMIC I
Regular I-1-A through REMIC I Regular Interest I-60-B as designated in the
Preliminary Statement hereto.
REMIC
I Group II Regular Interests:
REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-60-B as designated
in the Preliminary Statement hereto.
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of the REMIC I Group I Regular Interests
and
REMIC I Group II Regular Interests, each as designated in the Preliminary
Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest AA
minus
the Marker Rate, divided by (b) 12.
REMIC
II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest AA, REMIC II Regular Interest ZZ and
each
REMIC II Regular Interest for which a Class A Certificate or Class M Certificate
is a Corresponding Certificate.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interests IO and P) minus (ii) the aggregate Uncertificated Principal Balance
of
each REMIC II Regular Interest for which a Class A Certificate or Class M
Certificate is a Corresponding Certificate, in each case, as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and the related
REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A Certificate or Class M Certificate is
a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A Certificate or Class M Certificate is a Corresponding Certificate and
REMIC II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (except for REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX.
REMIC
II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC II Regular
Interest ending with the designation “Sub”, equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or Loan Group
II,
as applicable, over (y) the current Certificate Principal Balance of the related
Class A Certificates.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Regular Interest:
The
Class CE Interest, Class P Interest, Class IO Interest or any Regular Interest
in REMIC III the ownership of which is represented by any of the Class A
Certificates or Class M Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class CE Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class CE Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
IV Certificate:
Any
Class CE Certificate or Class RX Certificate (in respect of the Class R-4
Interest).
REMIC
V:
The
segregated pool of assets consisting of the Class P Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class P Certificates
and
the Class RX Certificate (in respect of the Class R-5 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V Certificate:
Any
Class P Certificate or Class RX Certificate (in respect of the Class R-5
Interest).
REMIC
VI:
The
segregated pool of assets consisting of the Class IO Interest conveyed in trust
to the Trustee, for the benefit of the holders of REMIC VI Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-6 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
VI Interests:
The
REMIC VI Regular Interest IO or Class RX Certificate (in respect of the Class
R-6 Interest).
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail
to
qualify as a REMIC at any time that any Certificates are
outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Report:
Shall
mean a report to the Trustee in an electronic format (or by such other means
as
the Master Servicer and the Trustee may agree from time to time) containing
such
data and information, as agreed to by the Master Servicer and the Trustee such
as to permit the Trustee to prepare the Monthly Statement to
Certificateholders.
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Master Servicer through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, (i) have
a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not
less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) if the Replacement Mortgage Loan is a fixed rate Mortgage Loan, have a
fixed Mortgage Rate not less than or more than 1% per annum higher than the
Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit
quality characteristics than that of the Deleted Mortgage Loan; (iv) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have
a
remaining term to maturity no greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the
Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien
priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy
type
as the Deleted Mortgage Loan or be owner occupied; (ix) if the Replacement
Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage
Rate
not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (x) if
the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (xi) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage
Loan,
have a Gross Margin equal to or greater than the Gross Margin of the Deleted
Mortgage Loan, (xii) if the Replacement Mortgage Loan is an Adjustable Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with each
representation and warranty set forth in Section 7 of the Mortgage Loan Purchase
Agreement and (xiv) the Custodian has delivered a Final Certification noting
no
defects or exceptions.
Reportable
Event:
As
defined in Section 3.16(a)(iii).
Request
for Release:
The
Request for Release to be submitted by the Seller or the Master Servicer to
the
Custodian substantially in the form of Exhibit G. Each Request for Release
furnished to the Custodian by the Seller or the Master Servicer shall be in
duplicate and shall be executed by an officer of such Person or a Servicing
Officer (or, if furnished electronically to the Custodian, shall be deemed
to
have been sent and executed by an officer of such Person or a Servicing Officer)
of the Master Servicer.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 3.21
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest, Class R-5 Interest and Class R-6 Interest),
each evidencing the sole class of Residual Interests in the related
REMIC.
Residual
Interest:
The
sole class of “residual interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred because
of such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
As
defined in Section 3.16(a)(iii).
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended.
Seller:
EMC or
Master Funding, in each case in its capacity as seller of the Mortgage Loans
to
the Depositor.
Senior
Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4 and Class II-A
Certificates.
Servic(es)(ing):
In
accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited
to,
the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
and including any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered in the MERS® System, (iii) the
management and liquidation of any REO Property (including, without limitation,
realtor’s commissions) and (iv) compliance with any obligations under Section
3.07 hereof to cause insurance to be maintained.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date (other than the first Distribution
Date), an amount equal to 1/12th of the Servicing Fee Rate multiplied by the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date occurs, or with respect
to
the first Distribution Date, multiplied by the Stated Principal Balance of
such
Mortgage Loan as of the Due Date in the calendar month of the Cut-off Date)
or,
in the event of any payment of interest that accompanies a Principal Prepayment
in full during the related Due Period made by the Mortgagor immediately prior
to
such prepayment, interest at the Servicing Fee Rate on the Stated Principal
Balance of such Mortgage Loan for the period covered by such payment of
interest.
Servicing
Fee Rate:
0.500%
per annum.
Servicing
Modification:
Any
modification of a Mortgage Loan which is effected by the Master Servicer in
accordance with the terms of this Agreement.
Servicing
Officer:
Any
officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee by
the
Master Servicer on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Significance
Estimate:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Seller or its affiliate of the aggregate Maximum Probable Exposure of the
outstanding Class A Certificates and Class M Certificates to the Swap Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A Certificates
and Class M Certificates, prior to the distribution of the Principal
Distribution Amount on such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
(iii) all Liquidation Proceeds and Insurance Proceeds to the extent applied
by
the Master Servicer as recoveries of principal in accordance with Section 3.09
with respect to such Mortgage Loan, that were received by the Master Servicer
as
of the close of business on the last day of the calendar month immediately
preceeding such Distribution Date or with respect to the first Distribution
Date, two months prior to such Distribution Date and (iv) any Realized Losses
on
such Mortgage Loan incurred during the prior calendar month. The Stated
Principal Balance of a Liquidated Loan equals zero.
Stepdown
Date:
The
later to occur of (a) the Distribution Date in May 2010 and (b) the first
Distribution Date on which the Current Specified Enhancement Percentage is
greater than or equal to 52.30%.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus
amounts held by the Master Servicer to cover estimated expenses (including,
but
not limited to, recoveries in respect of the representations and warranties
made
by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Mortgage Loan that was the subject of a liquidation or final
disposition of any REO Property prior to the related calendar month that
resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer and a subservicer with
respect to the subservicing of any Mortgage Loan hereunder by such
subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(c).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, REMIC VI Regular Interest IO,
the
Swap Collateral Account and the Swap Account. For the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as supplemental interest trust trustee
and
any successor thereto, and any corporation or national banking association
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor supplemental interest trust trustee
as may from time to time be serving as successor supplemental interest trust
trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
Bank National Association acting as Swap administrator under the Swap
Administration Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated April 30, 2007, pursuant to which the
Swap
Administrator will make payments to the Swap Provider and the
Certificateholders, and certain other payments, as such agreement may be amended
or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement, dated as of April 30, 2007, between the
Supplemental Interest Trust Trustee and the Swap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit M.
Swap
Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the Swap
Administrator pursuant to the Swap Administration Agreement.
Swap
Credit Support Annex:
The
credit support annex, dated as of April 30, 2007, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
Early Termination:
The
occurrence of an Early Termination Date (as defined in the Swap Agreement)
under
the Swap Agreement.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 10.01.
Swap
Provider:
The
swap provider under the Swap Agreement. Initially, the Swap Provider shall
be
Bear Xxxxxxx Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transferee
Affidavit:
As
defined in Section 6.02.
Transferor
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
With
respect to any Distribution Date, a Trigger Event exists if (i) a Delinquency
Event shall have occurred and be continuing or (ii) the aggregate amount of
Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage
of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds
the
applicable percentages set forth below with respect to such Distribution
Date:
Distribution
Date
|
Percentage
|
May
2010 through April 2011
|
3.55%
with respect to May
2010, plus an additional 1/12th of the difference between 5.60% and
3.55%
for each month thereafter
|
May
2011 through April 2012
|
5.60%
with respect to May 2011, plus an additional 1/12th
of
the difference between 7.20%
and 5.60%
for each month thereafter
|
May
2012 through April 2013
|
7.20%
with respect to May 2012, plus an additional 1/12th
of
the difference between 8.15%
and 7.20%
for each month thereafter
|
May
2013 and thereafter
|
8.15%
|
Trust
Fund or Trust:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Distribution Account, the Class P Certificate Account, the
Reserve Fund and the Protected Account and all amounts deposited therein
pursuant to the applicable provisions of this Agreement; (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu
of
foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance
Policies with respect to the Mortgage Loans; (v) the rights under the Swap
Administration Agreement relating to the Certificates; (vi) the rights under
the
Mortgage Loan Purchase Agreement; and (vii) all proceeds of the foregoing,
including proceeds of conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid property.
Trustee:
LaSalle
Bank National Association, for the benefit of the Certificateholders under
this
Agreement, a national banking association and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls allocated to such REMIC Regular Interests as set forth
in
Section 1.02.
Uncertificated
Notional Amount:
With
respect to the Class CE Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest P) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
Distribution
Date
|
REMIC
I Regular Interests
|
1
|
I-1-A
through I-60-A and II-1-A through II-60-A
|
2
|
I-2-A
through I-60-A and II-2-A through II-60-A
|
3
|
I-3-A
through I-60-A and II-3-A through II-60-A
|
4
|
I-4-A
through I-60-A and II-4-A through II-60-A
|
5
|
I-5-A
through I-60-A and II-5-A through II-60-A
|
6
|
I-6-A
through I-60-A and II-6-A through II-60-A
|
7
|
I-7-A
through I-60-A and II-7-A through II-60-A
|
8
|
I-8-A
through I-60-A and II-8-A through II-60-A
|
9
|
I-9-A
through I-60-A and II-9-A through II-60-A
|
10
|
I-10-A
through I-60-A and II-10-A through II-60-A
|
11
|
I-11-A
through I-60-A and II-11-A through II-60-A
|
12
|
I-12-A
through I-60-A and II-12-A through II-60-A
|
13
|
I-13-A
through I-60-A and II-13-A through II-60-A
|
14
|
I-14-A
through I-60-A and II-14-A through II-60-A
|
15
|
I-15-A
through I-60-A and II-15-A through II-60-A
|
16
|
I-16-A
through I-60-A and II-16-A through II-60-A
|
17
|
I-17-A
through I-60-A and II-17-A through II-60-A
|
18
|
I-18-A
through I-60-A and II-18-A through II-60-A
|
19
|
I-19-A
through I-60-A and II-19-A through II-60-A
|
20
|
I-20-A
through I-60-A and II-20-A through II-60-A
|
21
|
I-21-A
through I-60-A and II-21-A through II-60-A
|
22
|
I-22-A
through I-60-A and II-22-A through II-60-A
|
23
|
I-23-A
through I-60-A and II-23-A through II-60-A
|
24
|
I-24-A
through I-60-A and II-24-A through II-60-A
|
25
|
I-25-A
through I-60-A and II-25-A through II-60-A
|
26
|
I-26-A
through I-60-A and II-26-A through II-60-A
|
27
|
I-27-A
through I-60-A and II-27-A through II-60-A
|
28
|
I-28-A
through I-60-A and II-28-A through II-60-A
|
29
|
I-29-A
through I-60-A and II-29-A through II-60-A
|
30
|
I-30-A
through I-60-A and II-30-A through II-60-A
|
31
|
I-31-A
through I-60-A and II-31-A through II-60-A
|
32
|
I-32-A
through I-60-A and II-32-A through II-60-A
|
33
|
I-33-A
through I-60-A and II-33-A through II-60-A
|
34
|
I-34-A
through I-60-A and II-34-A through II-60-A
|
35
|
I-35-A
through I-60-A and II-35-A through II-60-A
|
36
|
I-36-A
through I-60-A and II-36-A through II-60-A
|
37
|
I-37-A
through I-60-A and II-37-A through II-60-A
|
38
|
I-38-A
through I-60-A and II-38-A through II-60-A
|
39
|
I-39-A
through I-60-A and II-39-A through II-60-A
|
40
|
I-40-A
through I-60-A and II-40-A through II-60-A
|
41
|
I-41-A
through I-60-A and II-41-A through II-60-A
|
42
|
I-42-A
through I-60-A and II-42-A through II-60-A
|
43
|
I-43-A
through I-60-A and II-43-A through II-60-A
|
44
|
I-44-A
through I-60-A and II-44-A through II-60-A
|
45
|
I-45-A
through I-60-A and II-45-A through II-60-A
|
46
|
I-46-A
through I-60-A and II-46-A through II-60-A
|
47
|
I-47-A
through I-60-A and II-47-A through II-60-A
|
48
|
I-48-A
through I-60-A and II-48-A through II-60-A
|
49
|
I-49-A
through I-60-A and II-49-A through II-60-A
|
50
|
I-50-A
through I-60-A and II-50-A through II-60-A
|
51
|
I-51-A
through I-60-A and II-51-A through II-60-A
|
52
|
I-52-A
through I-60-A and II-52-A through II-60-A
|
53
|
I-53-A
through I-60-A and II-53-A through II-60-A
|
54
|
I-54-A
through I-60-A and II-54-A through II-60-A
|
55
|
I-55-A
through I-60-A and II-55-A through II-60-A
|
56
|
I-56-A
through I-60-A and II-56-A through II-60-A
|
57
|
I-57-A
through I-60-A and II-57-A through II-60-A
|
58
|
I-58-A
through I-60-A and II-58-A through II-60-A
|
59
|
I-59-A
through I-60-A and II-59-A through II-60-A
|
60
|
I-60-A
and II-60-A
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of REMIC II Regular Interest IO. With respect
to REMIC VI Regular Interest IO, an amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of each REMIC Regular Interest, Class P Interest and Class CE Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest, Class P
Interest and Class CE Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance,
and on any date of determination thereafter, the Uncertificated Principal
Balance of the Class CE Interest shall be an amount equal to the excess, if
any,
of (A) the then aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests over (B) the then aggregate Certificate Principal Balance
of
the Class A Certificates and the Class M Certificates and the Uncertificated
Principal Balance of the Class P Interest then outstanding. On each Distribution
Date, the Uncertificated Principal Balance of the REMIC Regular Interests,
Class
CE Interest and Class P Interest shall be reduced by all distributions of
principal made on such REMIC Regular Interests, Class CE Interest and Class
P
Interest on such Distribution Date pursuant to Section 5.07 and, if and to
the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses as provided in Section 5.05, and the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ shall be increased by interest
deferrals as provided in Section 5.07(c)(1)(ii). The Uncertificated Principal
Balance of each REMIC Regular Interest, Class P Interest and Class CE Interest
shall never be less than zero.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Group I Regular Interest ending with the designation
“A”
and any Distribution Date, a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of
10.1020%. With respect to each REMIC I Group I Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group I over (2) 10.1020% and (y) 0.00% per annum.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
10.1020%. With respect to each REMIC I Group II Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group II over (2) 10.1020% and (y) 0.00% per annum.
With
respect to REMIC I Regular Interest P, 0.00%
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is a Corresponding
Certificate, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX,
and
any
Distribution Date, a
per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Regular Interests ending with the designation
“B” for such Distribution Date, and (y) the rates listed below for the REMIC I
Regular Interests ending with the designation “A” for such Distribution Date, in
each case, weighted on the basis of the Uncertificated Principal Balances of
each such REMIC I Regular Interest for such Distribution Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
REMIC I
Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
and II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-6-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 1-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group I Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group I Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 2-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group II Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group II Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
46
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
47
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
48
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
49
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
50
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
51
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
52
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
53
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
54
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
55
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
56
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
57
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
58
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
59
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
60
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
II-1-A
through II-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A” for such Distribution Date, over (y) the
weighted average of 2 multiplied by Swap LIBOR on the REMIC I Regular Interests
ending with the designation “A”, subject to a maximum rate of the Uncertificated
REMIC I Pass-Through Rate for each such REMIC I Regular Interest for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date.
With
respect to REMIC II Regular Interest P, 0.00%.
Unpaid
Realized Loss Amount:
With
respect to any Class A Certificates and as to any Distribution Date, is the
excess of Applied Realized Loss Amounts with respect to such Class over the
sum
of all distributions in reduction of the Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to the Class A Certificates
in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 92% to the Class A Certificates and Class M Certificates,
(ii)
3% to the Class CE Certificates until paid in full, and (iii) 1% to each of
the
Class R-1, Class R-2, Class R-3, Class RX and Class P Certificates, with the
allocation among the Certificates (other than the Class CE, Class P and Residual
Certificates) to be in proportion to the Certificate Principal Balance of each
Class relative to the Certificate Principal Balance of all other such Classes.
Voting Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M
and Class CE Certificates for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, to the Class CE Interest based on, and to the extent of, one
month’s interest at the then applicable Pass-Through Rate on the Uncertificated
Notional Amount thereof and, thereafter, among the Class A Certificates and
Class M Certificates, in each case on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to REMIC I Group I Regular Interests ending
with
the designation “B”, on a pro
rata basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC I Regular Interest, and
second, to REMIC I Group I Regular Interests ending with the designation “A”, on
a pro
rata basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC I Regular Interest. For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group II Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group II for any Distribution
Date shall be allocated first, to REMIC I Group II Regular Interests ending
with
the designation “B”, on a pro
rata basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC I Regular Interest, and
second, to REMIC I Group II Regular Interests ending with the designation “A”,
on a pro
rata basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests (other than REMIC II Regular Interests IO and P)
for
any Distribution Date, (i) the REMIC II Marker Allocation Percentage of the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up
to
an aggregate amount equal to the REMIC II Interest Loss Allocation Amount,
98%
and 2%, respectively, and thereafter, among REMIC II Regular Interest AA, each
REMIC II Regular Interest for which a Class A Certificate or Class M Certificate
is a Corresponding Certificate and REMIC II Regular Interest ZZ, on a
pro
rata basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Regular Interest, and
(ii) the REMIC II Sub WAC Allocation Percentage of the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated to Uncertificated Accrued Interest payable to REMIC II Regular
Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest
2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, on
a
pro
rata basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC II Regular
Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
set over and otherwise conveyed to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the assets sold by it in
the
Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding
sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
without recourse, all the right, title and interest of Master Funding in and
to
the assets sold by it in the Trust Fund.
The
Seller has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
and has agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
use
and benefit of the Certificateholders, without recourse, all the right, title
and interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited with,
or caused to be delivered to and deposited with, the Trustee or the Custodian,
as its agent, the following documents or instruments with respect to each
Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders
thereto, endorsed without recourse (A) in blank or to the order of “LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset
Backed Securities I LLC, Asset-Backed Certificates, Series 2007-HE4,” and
showing to the extent available to the related Mortgage Loan Seller an unbroken
chain of endorsements from the original payee thereof to the Person endorsing
such Mortgage to the Trustee or (B) in the case of a loan registered on the
MERS
system, in blank, and in each case showing an unbroken chain of endorsements
from the original payee thereof to the Person endorsing it to the Trustee,
(ii)
the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is
a MOM
Loan, which shall have been recorded (or, for Mortgage Loans other than the
EMC
Flow Loans, if the original is not available, a copy), with evidence of such
recording indicated thereon (or if clause (x) in the proviso below applies,
shall be in recordable form), (iii) unless the Mortgage Loan is either a MOM
Loan or has been assigned in the name of MERS, the assignment (either an
original or a copy, which may be in the form of a blanket assignment if
permitted in the jurisdiction in which the Mortgaged Property is located) to
the
Trustee of the Mortgage with respect to each Mortgage Loan in the name of
“LaSalle Bank National Association, as Trustee for Certificateholders of Bear
Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series
2007-HE4,” which shall have been recorded (or if clause (x) in the proviso below
applies, shall be in recordable form), (iv) an original or a copy of all
intervening assignments of the Mortgage, if any, to the extent available to
the
Seller, with evidence of recording thereon, (v) with respect to any first or
second lien Mortgage Loan (other than any Piggyback Loan), the original policy
of title insurance or mortgagee’s certificate of title insurance or commitment
or binder for title insurance or, in the event such original title policy has
not been received from the title insurer, such original title policy will be
delivered within one year of the Closing Date or, in the event such original
title policy is unavailable, a photocopy of such title policy or, in lieu
thereof, a current lien search on the related Mortgaged Property; and with
respect to any Piggyback Loan, the original policy of title insurance or
mortgagee’s certificate of title insurance or commitment or binder for title
insurance issued as to the related first lien Mortgage Loan or, in lieu thereof,
a lien search on the related Mortgaged Property that was conducted in connection
with the related first lien Mortgage Loan and (vi) originals or copies of all
available assumption, modification or substitution agreements, if any; provided,
however, that in lieu of the foregoing, the Seller or Master Funding, as
applicable, may deliver the following documents, under the circumstances set
forth below: (x) if any Mortgage (other than the Mortgages related to the EMC
Flow Loans), assignment thereof to the Trustee or intervening assignments
thereof have been delivered or are being delivered to recording offices for
recording and have not been returned in time to permit their delivery as
specified above, the Depositor may deliver, or cause to be delivered, a true
copy thereof with a certification, on the face of such copy, substantially
as
follows: “Certified to be a true and correct copy of the original”; (y)
in lieu of the Mortgage (other than the Mortgages related to the EMC Flow
Loans), assignment to the Trustee or in blank or intervening assignments
thereof, if the applicable jurisdiction retains the originals of such documents
(as evidenced by a certification to such effect) the Depositor may deliver,
or
cause to be delivered, photocopies of such documents containing an original
certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; and
(z)
in lieu of the Mortgage Notes relating to the Mortgage Loans identified in
the
list set forth in Exhibit I, the Depositor may deliver, or cause to be
delivered, a lost note affidavit and indemnity and a copy of the original note,
if available; and provided, further, however, that in the case of Mortgage
Loans
which have been prepaid in full after the Cut-off Date and prior to the Closing
Date, the Depositor, in lieu of delivering the above documents, may deliver,
or
cause to be delivered, to the Trustee and the Custodian a certification of
a
Servicing Officer to such effect and in such case shall deposit all amounts
paid
in respect of such Mortgage Loans, in the Protected Account or in the
Distribution Account on the Closing Date. In the case of the documents referred
to in clause (x) above, the Depositor shall deliver, or cause to be delivered,
such documents to the Trustee or the Custodian promptly after they are
received.
EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage to
the
Trustee to be submitted for recording promptly after the Closing Date; provided
that, the Seller need not cause to be recorded (a) any assignment in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
addressed to the Trustee delivered by EMC (on its own behalf as Seller and
on
behalf of Master Funding) to the Trustee and the Rating Agencies, the
recordation of such assignment is not necessary to protect the Trustee’s
interest in the related Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee
of record solely as nominee for the Seller and Master Funding and its successors
and assigns. In the event that the Seller, Master Funding, the Depositor or
the
Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, EMC (on its
own
behalf as Seller and on behalf of Master Funding) shall submit or cause to
be
submitted for recording as specified above each such previously unrecorded
assignment to be submitted for recording as specified above at the expense
of
the Trust.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as Seller and on behalf of Master Funding)
further agrees that it will cause, at the Seller’s own expense, within 30 days
after the Closing Date, the MERS® System to indicate that such Mortgage Loans
have been assigned by EMC (on its own behalf as Seller and on behalf of Master
Funding) to the Depositor and by the Depositor to the Trustee in accordance
with
this Agreement for the benefit of the Certificateholders by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance
with
this Agreement) in such computer files (a) the code in the field which
identifies the specific Trustee and (b) the code in the field “Pool Field” which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. EMC (on its own behalf as Seller and on behalf of Master
Funding) further agrees that it will not, and will not permit the Master
Servicer to, and the Master Servicer agrees that it will not, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement or the Mortgage Loan Purchase
Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver an Initial Certification, in the form of Exhibit
One
to the Custodial Agreement, to the parties indicated on such exhibit confirming
whether or not it has received the Mortgage File for each Mortgage Loan, but
without review of such Mortgage File, except to the extent necessary to confirm
whether such Mortgage File contains the original Mortgage Note or a lost note
affidavit and indemnity in lieu thereof. No later than 90 days after the Closing
Date, the Trustee or the Custodian on its behalf shall, for the benefit of
the
Certificateholders, review each Mortgage File delivered to it and execute and
deliver to EMC (on its own behalf and on behalf of Master Funding), the Master
Servicer and, if reviewed by the Custodian, the Trustee, an Interim
Certification, substantially in the form of Exhibit Two to the Custodial
Agreement. In conducting such review, the Trustee or the Custodian on its behalf
will ascertain whether all required documents have been executed and received
and whether those documents relate, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B to this Agreement, as supplemented (provided, however,
that with respect to those documents described in subclauses (iv) and (vi)
of
Section 2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and
the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
Within
90
days from the date of notice from the Trustee of the defect, EMC (on its own
behalf as Seller and on behalf of Master Funding)
shall
correct or cure any
such
defect or,
if
prior to the end of the second anniversary of the Closing Date, EMC (on its
own
behalf as Seller and on behalf of Master Funding) may substitute for the related
Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or shall deliver to the Trustee an Opinion of Counsel addressed to the
Trustee to the effect that such defect does not materially or adversely affect
the interests of the Certificateholders in such Mortgage Loan. If EMC (on its
own behalf as Seller and on behalf of Master Funding) fails to correct or cure
the defect or deliver such opinion within such period, EMC (on its own behalf
as
Seller and on behalf of Master Funding) will, subject to Section 2.03, within
90
days from the notification of the Trustee purchase such Mortgage Loan at the
Purchase Price; provided, however, that if such defect relates solely to the
inability of EMC (on its own behalf as Seller and on behalf of Master Funding)
to deliver the Mortgage, assignment thereof to the Trustee, or intervening
assignments thereof with evidence of recording thereon because such documents
have been submitted for recording and have not been returned by the applicable
jurisdiction, EMC (on its own behalf as Seller and on behalf of Master Funding)
shall not be required to purchase such Mortgage Loan if the Seller delivers
such
documents promptly upon receipt, but in no event later than 360 days after
the
Closing Date. Notwithstanding anything to the contrary, the Trustee shall have
no responsibility with respect to the custody or review of Mortgage Files held
by the Custodian pursuant to the Custodial Agreement. The Trustee shall have
no
liability for the failure of the Custodian to perform its obligations under
the
Custodial Agreement.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to EMC (on its
own behalf as Seller and on behalf of Master Funding), the Master Servicer
and,
if reviewed by the Custodian, the Trustee, a Final Certification, substantially
in the form of Exhibit Three to the Custodial Agreement. In conducting such
review, the Trustee or the Custodian on its behalf will ascertain whether each
document required to be recorded has been returned from the recording office
with evidence of recording thereon and the Trustee or the Custodian on its
behalf has received either an original or a copy thereof, as required in Section
2.01 (provided, however, that with respect to those documents described in
subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only
to
documents actually delivered pursuant to such subclauses). If the Trustee or
the
Custodian on its behalf finds any document with respect to a Mortgage Loan
has
not been received, or to be unrelated, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B or to appear defective on its face, the Trustee or
the
Custodian on its behalf shall note such defect in the exception report attached
to the Final Certification and shall promptly notify EMC (on its own behalf
as
Seller and on behalf of Master Funding). Within 90 days from the date of notice
from the Trustee of the defect if such defect materially and adversely affects
the interest of the Certificateholders, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall correct or cure any or, if prior to the end
of
the second anniversary of the Closing Date, EMC (on its own behalf as Seller
and
on behalf of Master Funding) may substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03, or shall deliver
to the Trustee an Opinion of Counsel addressed to the Trustee to the effect
that
such defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
and on behalf of Master Funding) is unable within such period to correct or
cure
such defect, or to substitute the related Mortgage Loan with a Replacement
Mortgage Loan or to deliver such opinion, EMC (on its own behalf as Seller
and
on behalf of Master Funding) shall, subject to Section 2.03, within 90 days
from
the notification of the Trustee, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
EMC (on its own behalf as Seller and on behalf of Master Funding) to deliver
the
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
with evidence of recording thereon, because such documents have not been
returned by the applicable jurisdiction, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall not be required to purchase such Mortgage Loan,
if the Seller delivers such documents promptly upon receipt, but in no event
later than 360 days after the Closing Date. Notwithstanding anything to the
contrary, the Trustee shall have no responsibility with respect to the custody
or review of Mortgage Files held by the Custodian pursuant to the Custodial
Agreement. The Trustee shall have no liability for the failure of the Custodian
to perform its obligations under the Custodial Agreement.
(c) In
the
event that a Mortgage Loan is purchased by EMC (on its own behalf as Seller
and
on behalf of Master Funding) in accordance with subsections 2.02(a) or (b)
above
or Section 2.03, EMC (on its own behalf as Seller and on behalf of Master
Funding) shall remit the applicable Purchase Price to the Master Servicer for
deposit in the Protected Account and shall provide written notice to the Trustee
detailing the components of the Purchase Price, signed by a Servicing Officer.
Upon deposit of the Purchase Price in the Protected Account and upon receipt
of
a Request for Release with respect to such Mortgage Loan, the Trustee or the
Custodian will release to EMC (on its own behalf as Seller and on behalf of
Master Funding) the related Mortgage File and the Trustee shall execute and
deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the related Seller, as are
necessary to vest in the title to and rights under the Mortgage Loan. Such
purchase shall be deemed to have occurred on the date on which the deposit
into
the Protected Account was made. The Trustee shall promptly notify the Rating
Agencies of such repurchase. The obligation of the Seller to cure, repurchase
or
substitute for any Mortgage Loan as to which a defect in a constituent document
exists shall be the sole remedies respecting such defect available to the
Certificateholders or to the Trustee on their behalf.
(d) EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall deliver to
the
Trustee or the Custodian on its behalf, and Trustee agrees to accept the
Mortgage Note and other documents constituting the Mortgage File with respect
to
any Replacement Mortgage Loan, which the Trustee or the Custodian will review
as
provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date
referred to therein shall instead be the date of delivery of the Mortgage File
with respect to each Replacement Mortgage Loan.
Section
2.03 Representations,
Warranties and Covenants of the Master Servicer and the Seller.
(a) The
Master Servicer hereby represents and warrants to the Depositor and the Trustee
as follows, as of the Closing Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans
in accordance with the terms of the Mortgage Loan Purchase Agreement and to
perform any of its other obligations under this Agreement in accordance with
the
terms hereof or thereof.
(ii) It
has
the full corporate power and authority to service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement, the servicing of the Mortgage Loans
by
it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof and thereof are in its ordinary course of business and will not
(A)
result in a breach of any term or provision of its charter or by-laws or (B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
it is a party or by which it may be bound, or (C) constitute a violation of
any
statute, order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to service the Mortgage Loans
or
to perform any of its other obligations under this Agreement in accordance
with
the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) As
of the
Closing Date and except as has been otherwise disclosed to the Depositor, or
disclosed in any public filing: (1) no default or servicing related performance
trigger has occurred as to any other Pass-Through Transfer due to any act or
failure to act of the Master Servicer; (2) no material noncompliance with
applicable servicing criteria as to any other Pass-Through Transfer has
occurred, been disclosed or reported by the Master Servicer; (3) the Master
Servicer has not been terminated as servicer in a residential mortgage loan
Pass-Through Transfer, either due to a servicing default or to application
of a
servicing performance test or trigger; (4) no material changes to the Master
Servicer’s servicing policies and procedures for similar loans have occurred in
the preceding three years outside of the normal changes warranted by regulatory
and product type changes in the portfolio; (5) there are no aspects of the
Master Servicer’s financial condition that could have a material adverse impact
on the performance by the Master Servicer of its obligations hereunder; (6)
there are no legal proceedings pending, or known to be contemplated by
governmental authorities, against the Master Servicer that could be material
to
investors in the securities issued in such Pass-Through Transfer; and (7) there
are no affiliations, relationships or transactions relating to the Master
Servicer of a type that are described under Item 1119 of Regulation
AB.
(viii) If
so
requested by the Depositor on any date, the Master Servicer shall, within five
Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in clause (a)(vii) of this Section
or,
if any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(ix) As
a
condition to the succession to the Master Servicer or any subservicer as
servicer or subservicer under this Agreement by any Person (i) into which the
Master Servicer or such subservicer may be merged or consolidated, or (ii)
which
may be appointed as a successor to the Master Servicer or any subservicer,
the
Master Servicer shall provide to the Depositor, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice
to
the Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.
(x) In
connection with the Group II Mortgage Loans, notwithstanding any state or
federal law to the contrary, the Master Servicer shall not collect such
prepayment premium in any instance when the mortgage debt is accelerated through
foreclosure sale or other involuntary payment as the result of the borrower’s
default in making the loan payments.
(xi) The
Master Servicer will
transmit full-file credit reporting data for each Group
II
Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that for
each
Group
II
Mortgage Loan, the Master Servicer agrees it shall report one of the following
statuses each month as follows: new origination, current, delinquent (30-,
60-,
90-days, etc.), foreclosed, or charged-off.
(b) The
Seller hereby represents and warrants to the Depositor and the Trustee as
follows, as of the Closing Date:
(i) The
Seller is duly organized as a Delaware corporation and is validly existing
and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
to
be conducted by the Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any such
state, to the extent necessary to ensure its ability to enforce each Mortgage
Loan, to sell the Mortgage Loans in accordance with the terms of the Mortgage
Loan Purchase Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(ii) The
Seller has the full corporate power and authority to sell each Mortgage Loan,
and to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Seller the execution, delivery
and
performance of this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of
the court before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by the Seller, the sale of the Mortgage
Loans by the Seller under the Mortgage Loan Purchase Agreement, the consummation
of any other of the transactions contemplated by this Agreement, and the
fulfillment of or compliance with the terms hereof and thereof are in the
ordinary course of business of the Seller and will not (A) result in a material
breach of any term or provision of the charter or by-laws of the Seller or
(B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
the Seller is a party or by which it may be bound, or (C) constitute a violation
of any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Seller; and the Seller is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Seller’s ability to perform or meet any of
its obligations under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for Xxxxxx Xxx
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller to
sell the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same.
(vii) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), the Seller
hereby remakes and restates each of the representations and warranties set
forth
in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
Trustee to the same extent as if fully set forth herein.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach
shall
give prompt written notice thereof to the other parties. The Seller hereby
covenants, with respect to the representations and warranties set forth in
the
Mortgage Loan Purchase Agreement with respect to the Mortgage Loans, that within
90 days of the discovery of a breach of any representation or warranty set
forth
therein that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, it shall cure such breach in all
material respects and, if such breach is not so cured, (i) if such 90 day period
expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
set
forth below; provided that any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery
to
the Trustee of an Opinion of Counsel if required by Section 2.05 hereof and
any
such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the Trustee of a Request for Release. The Trustee shall
give prompt written notice to the parties hereto of the Seller’s failure to cure
such breach as set forth in the preceding sentence. The Seller shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. To enable the Master Servicer to amend the Mortgage
Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Master Servicer whether
it
intends either to repurchase, or to substitute for, the Mortgage Loan affected
by such breach. With respect to the representations and warranties with respect
to the Mortgage Loans that are made to the best of the Seller’s knowledge, if it
is discovered by any of the Depositor, the Master Servicer, the Seller, the
Trustee or the Custodian that the substance of such representation and warranty
is inaccurate and such inaccuracy materially and adversely affects the value
of
the related Mortgage Loan, notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation or warranty, the Seller shall
nevertheless be required to cure, substitute for or repurchase the affected
Mortgage Loan in accordance with the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Seller (pursuant to
the
Mortgage Loan Purchase Agreement) shall deliver to the Trustee or the Custodian
on its behalf for the benefit of the Certificateholders such documents and
agreements as are required by Section 2.01. No substitution will be made in
any
calendar month after the Determination Date for such month. Notwithstanding
the
foregoing, such substitution must be done within two years of the Closing Date.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
Seller. For the month of substitution, distributions to Certificateholders
will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to
reflect the removal of each such Deleted Mortgage Loan and the substitution
of
the Replacement Mortgage Loan or Loans and the Master Servicer shall deliver
the
amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such
substitution, the Replacement Mortgage Loan or Loans shall be subject to the
terms of this Agreement in all respects, and the Seller shall be deemed to
have
made with respect to such Replacement Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties set forth in Section 7 or
Section 8 of the Mortgage Loan Purchase Agreement with respect to such Mortgage
Loan. Upon any such substitution and the deposit into the Protected Account
of
the amount required to be deposited therein in connection with such substitution
as described in the following paragraph and receipt by the Trustee of a Request
for Release for such Mortgage Loan, the Trustee or the Custodian shall release
to the Seller the Mortgage File relating to such Deleted Mortgage Loan and
held
for the benefit of the Certificateholders and the Trustee shall execute and
deliver at the Seller’s direction such instruments of transfer or assignment as
have been prepared by the Seller in each case without recourse, representation
or warranty as shall be necessary to vest in the Seller or its respective
designee, title to the Trustee’s interest in any Deleted Mortgage Loan
substituted for pursuant to this Section 2.03.
For
any
month in which the Seller substitutes one or more Replacement Mortgage Loans
for
a Deleted Mortgage Loan, the Master Servicer will determine the amount (if
any)
by which the aggregate principal balance of all the Replacement Mortgage Loans
as of the date of substitution is less than the Stated Principal Balance (after
application of the principal portion of the Scheduled Payment due in the month
of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
of such deficiencies, described in the preceding sentence for any Distribution
Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
the Protected Account, by the Seller upon its delivering such Replacement
Mortgage Loan on the Determination Date for the Distribution Date relating
to
the Prepayment Period during which the related Mortgage Loan became required
to
be purchased or replaced hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited into the Protected Account, on the Determination
Date for the Distribution Date in the month following the month during which
the
Seller became obligated to repurchase or replace such Mortgage Loan and upon
such deposit of the Purchase Price, the delivery of an Opinion of Counsel if
required by Section 2.05 and the receipt of a Request for Release, the Trustee
or the Custodian shall release the related Mortgage File held for the benefit
of
the Certificateholders to the Seller and the Trustee shall execute and deliver
at such Person’s direction the related instruments of transfer or assignment
prepared by the Seller, in each case without recourse, as shall be necessary
to
transfer title from the Trustee for the benefit of the Certificateholders and
transfer the Trustee’s interest to EMC (on its own as a Seller and on behalf of
Master Funding) to any Mortgage Loan purchased pursuant to this Section 2.03.
It
is understood and agreed that the obligation under this Agreement of the Seller
to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Seller
respecting such breach available to the Certificateholders, the Depositor or
the
Trustee.
(d) The
representations and warranties set forth in this Section 2.03 hereof shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer and the Trustee
as follows, as of the date hereof and as of the Closing Date:
(i) The
Depositor is duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware and has full
power and authority necessary to own or hold its properties and to conduct
its
business as now conducted by it and to enter into and perform its obligations
under this Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary corporate action on its part, the
execution, delivery and performance of this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof and thereof are in the ordinary course of
business of the Depositor and will not (A) result in a material breach of any
term or provision of the certificate of formation or limited liability company
agreement of the Depositor or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or by which
it may be bound or (C) constitute a violation of any statute, order or
regulation applicable to the Depositor of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Depositor; and the Depositor is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms hereof
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and it has been
subject to such filing requirements for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Sellers, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Sponsor delivers to the Trustee an Opinion of Counsel, addressed
to
the Trustee, to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on “prohibited transactions” of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the
Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates
are outstanding. Any Mortgage Loan as to which repurchase or substitution was
delayed pursuant to this paragraph shall be repurchased or the substitution
therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon
the
earlier of (a) the occurrence of a default or a default becoming reasonably
foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee
of
an Opinion of Counsel addressed to the Trustee to the effect that such
repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.
(b) Upon
discovery by the Depositor, the Seller or the Master Servicer that any Mortgage
Loan does not constitute a “qualified mortgage” within the meaning of section
860G(a)(3) of the Code, the party discovering such fact shall promptly (and
in
any event within 5 Business Days of discovery) give written notice thereof
to
the other parties and the Trustee. In connection therewith, the Trustee shall
require the Seller at it’s option, to either (i) cure such defect or breach,
(ii) substitute, if the conditions in Section 2.03 with respect to substitutions
are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan,
or
(iii) repurchase the affected Mortgage Loan within 90 days of such discovery
in
the same manner as it would for a defect or a breach described in Section 2.02
or Section 2.03, as applicable. The Trustee shall reconvey to the Seller the
Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver
the related Mortgage File) in the same manner, and on the same terms and
conditions, as it would for a defect or a breach described in Section 2.02
or
Section 2.03, as applicable.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, has executed, countersigned
and delivered, to or upon the order of the Depositor, the Certificates in
authorized denominations evidencing the entire ownership of the Trust Fund.
The
Trustee agrees to hold the Trust Fund and exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates and to
perform the duties set forth in this Agreement in accordance with its
terms.
(b) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests (which are
uncertificated) and the other assets of REMIC II and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC II Regular Interests and the Class R-2 Certificates.
(c) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the REMIC III Regular Interests and the Class R-3 Certificates.
The
Trustee acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC III Regular Interests and the Class R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE Interest for the benefit of the Holders of the REMIC IV Certificates. The
Trustee acknowledges receipt of the Class CE Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC IV Certificates.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest for the benefit of the Holders of the REMIC V Certificates. The
Trustee acknowledges receipt of the Class P Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC V Certificates.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest for the benefit of the holders of the REMIC VI Interests. The
Trustee acknowledges receipt of the Class IO Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC VI Interests.
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold, as set forth in this Agreement, the Mortgage Loans and the other
assets of the Trust Fund and the proceeds therefrom for the benefit of the
Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
any other assets of the Trust;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. Neither the Trustee
nor the Master Servicer shall cause the Trust to engage in any activity other
than in connection with the foregoing or other than as required or authorized
by
the terms of this Agreement while any Certificate is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01 The
Master Servicer to act as Master Servicer.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with customary and usual standards of practice of prudent mortgage loan
servicers in the respective states in which the related Mortgaged Properties
are
located. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and
all
things that it may deem necessary or desirable in connection with such servicing
and administration, including but not limited to, the power and authority,
subject to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.09, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
and
interests of the Depositor or the Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Trust, the Depositor or the Trustee, is hereby authorized
and empowered by the Trust, the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for
the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt
of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Master Servicer shall advance or cause to be advanced funds as necessary for
the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 4.03, and further
as
provided in Section 4.02. All costs incurred by the Master Servicer, if any,
in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balance under the Mortgage Loans, notwithstanding that the
terms of such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Master Servicer shall
to the extent that it has knowledge of such conveyance, enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent permitted
under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the Person
to whom the related Mortgaged Property has been conveyed or is proposed to
be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note or
Mortgage as a condition to such transfer. In the event that the Master Servicer
is prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.02(b), to take or enter into an assumption
and
modification agreement from or with the person to whom such property has been
or
is about to be conveyed, pursuant to which such person becomes liable under
the
Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
remains liable thereon, provided that the Mortgage Loan shall continue to be
covered (if so covered before the Master Servicer enters such agreement) by
the
applicable Required Insurance Policies. The Master Servicer, subject to Section
3.02(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall
not
be deemed to be in default under this Section 3.02(a) by reason of any transfer
or assumption that the Master Servicer reasonably believes it is restricted
by
law from preventing.
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.02(a), in any case in which a Mortgaged Property has
been
conveyed to a Person by a Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the related Mortgage Loan, the Master Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature
and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance
with
its servicing standards as then in effect. The Master Servicer shall notify
the
Trustee that any such substitution or assumption agreement has been completed
by
forwarding to the Trustee the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
a
part thereof. Any fee collected by the Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.
Section
3.03 Subservicers.
The
Master Servicer shall perform all of its servicing responsibilities hereunder
or
may cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Master Servicer of a subservicer shall not release
the Master Servicer from any of its obligations hereunder and the Master
Servicer shall remain responsible hereunder for all acts and omissions of each
subservicer as fully as if such acts and omissions were those of the Master
Servicer. The Master Servicer shall pay all fees of each subservicer from its
own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to
the Master Servicer hereunder.
At
the
cost and expense of the Master Servicer, without any right of reimbursement
from
its Protected Account, the Master Servicer shall be entitled to terminate the
rights and responsibilities of a subservicer and arrange for any servicing
responsibilities to be performed by a successor subservicer; provided, however,
that nothing contained herein shall be deemed to prevent or prohibit the Master
Servicer, at the Master Servicer’s option, from electing to service the related
Mortgage Loans itself. In the event that the Master Servicer’s responsibilities
and duties under this Agreement are terminated pursuant to Section 8.01, the
Master Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination
of
the Master Servicer. The Master Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Master Servicer’s own funds without reimbursement from
the Trust Fund.
Notwithstanding
the foregoing, the Master Servicer shall not be relieved of its obligations
hereunder and shall be obligated to the same extent and under the same terms
and
conditions as if it alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Master Servicer by the subservicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Master Servicer alone, and the Trustee shall not have any
obligations, duties or liabilities with respect to such subservicer including
any obligation, duty or liability of the Trustee to pay such subservicer’s fees
and expenses. Each subservicing agreement shall provide that such agreement
may
be assumed or terminated without cause or penalty by the Trustee or other
Successor Master Servicer in the event the Master Servicer is terminated in
accordance with this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Master Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents,
Records and Funds in Possession of the Master Servicer To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee or the Custodian on behalf of the Trustee as required by this
Agreement all documents and instruments in respect of a Mortgage Loan coming
into the possession of the Master Servicer from time to time and shall account
fully to the Trustee for any funds received by the Master Servicer or that
otherwise are collected by the Master Servicer as Liquidation Proceeds,
Insurance Proceeds or Subsequent Recoveries in respect of any such Mortgage
Loan. All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds
or
Subsequent Recoveries, including but not limited to, any funds on deposit in
the
Protected Account, shall be held by the Master Servicer for and on behalf of
the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Master Servicer
also
agrees that it shall not create, incur or subject any Mortgage File or any
funds
that are deposited in the Protected Account or in any Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File
or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Master Servicer shall also cause flood insurance to be
maintained on property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan, to the extent described below. Pursuant to Section 4.01,
any amounts collected by the Master Servicer under any such policies (other
than
the amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer’s normal servicing procedures) shall be
deposited in the Protected Account. Any cost incurred by the Master Servicer
in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trustee for their
benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
by the Master Servicer out of late payments by the related Mortgagor or out
of
Liquidation Proceeds to the extent permitted by Section 4.02. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor or maintained on property acquired in respect of a Mortgage other
than pursuant to such applicable laws and regulations as shall at any time
be in
force and as shall require such additional insurance. If the Mortgaged Property
is located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the least of (i) the Stated Principal
Balance of the related Mortgage Loan, (ii) minimum amount required to compensate
for damage or loss on a replacement cost basis or (iii) the maximum amount
of
such insurance available for the related Mortgaged Property under the Flood
Disaster Protection Act of 1973, as amended.
In
the
event that the Master Servicer shall obtain and maintain a blanket policy
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.05, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Master Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property
a
policy complying with the first sentence of this Section 3.05, and there shall
have been a loss that would have been covered by such policy, deposit in the
Protected Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer’s own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Depositor and the Trustee
for the benefit of the Certificateholders claims under any such blanket
policy.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured’s claim) as shall be necessary to realize recovery under such Insurance
Policies. Any proceeds disbursed to the Master Servicer in respect of such
Insurance Policies shall be promptly deposited in the Protected Account upon
receipt, except that any amounts that are to be applied upon receipt to the
repair or restoration of the related Mortgaged Property, which repair or
restoration the owner of such Mortgaged Property or EMC, as applicable, has
agreed to make as a condition precedent to the presentation of its claims on
the
Mortgage Loan under the applicable Insurance Policy, need not be so deposited
(or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take any action that would result in noncoverage
under
any applicable Primary Mortgage Insurance Policy of any loss which, but for
the
actions of the Master Servicer would have been covered thereunder. The Master
Servicer shall use its best efforts to keep in force and effect (to the extent
that the Mortgage Loan requires the Mortgagor to maintain such insurance),
Primary Mortgage Insurance applicable to each Mortgage Loan. The Master Servicer
shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy
that is in effect at the date of the initial issuance of the Mortgage Note
and
is required to be kept in force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account, subject to withdrawal pursuant
to
Section 4.02 hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Master Servicer shall maintain, at its own expense, a blanket fidelity bond
and
an errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage Loans and who handle funds, money, documents and
papers relating to the Mortgage Loans. The fidelity bond and errors and
omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
and shall protect and insure the Master Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
of
such persons. Such fidelity bond shall also protect and insure the Master
Servicer against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction
of
a Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Master Servicer from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Accepted Servicing Practices. The Master
Servicer shall deliver to the Trustee a certificate from the surety and the
insurer as to the existence of the fidelity bond and errors and omissions
insurance policy and shall obtain a statement from the surety and the insurer
that such fidelity bond or insurance policy shall in no event be terminated
or
materially modified without thirty days prior written notice to the Trustee.
The
Master Servicer shall notify the Trustee within five business days of receipt
of
notice that such fidelity bond or insurance policy will be, or has been,
materially modified or terminated. The Trustee for the benefit of the
Certificateholders must be named as loss payees on the fidelity bond and as
additional insured on the errors and omissions policy.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow such practices and procedures as it shall deem necessary or advisable
and
as shall be normal and usual in its general mortgage servicing activities and
the requirements of the insurer under any Required Insurance Policy; provided
that the Master Servicer shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan after reimbursement
to
itself of such expenses and (ii) that such expenses will be recoverable to
it
through Insurance Proceeds, Liquidation Proceeds (respecting which it shall
have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Master Servicer will give
notice of any such charge-off to the Trustee. The Master Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided that such costs and expenses shall be Servicing Advances
and that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property, as contemplated in Section 4.02.
If the Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer is contemplating acquiring in foreclosure or by deed- in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to the Master Servicer, the Master Servicer
will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review
procedures.
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders (or the
Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and
not in its individual capacity. The Master Servicer shall ensure that the title
to such REO Property references this Agreement and the Trustee’s capacity
hereunder. Pursuant to its efforts to sell such REO Property, the Master
Servicer shall either itself or through an agent selected by the Master Servicer
protect and conserve such REO Property in the same manner and to such extent
as
is customary in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Protected Account no later than the close of business on each Determination
Date. The Master Servicer shall perform the tax reporting and withholding
related to foreclosures, abandonments and cancellation of indebtedness income
as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing
such tax and information returns, as may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
prior to three years after its acquisition by the Trust Fund or, at the expense
of the Trust Fund, request more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period unless the Trustee shall have been supplied with an Opinion of Counsel
addressed to the Trustee (such opinion not to be an expense of the Trustee)
to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
or REMIC VI as defined in Section 860F of the Code or cause any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a
REMIC
at any time that any Certificates are outstanding, in which case the Trust
Fund
may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision
of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
to the imposition of any federal, state or local income taxes on the income
earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
be subject to a determination by the Master Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to the
Master Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and
shall be deposited into the Protected Account. To the extent the income received
during a Prepayment Period is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related
Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
to the Master Servicer as provided above, shall be deposited in the Protected
Account upon
receipt and made available on
the
next succeeding Determination Date following receipt thereof for distribution
on
the related Distribution Date, except that any Excess Liquidation Proceeds
shall
be retained by the Master Servicer as additional servicing
compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of related Liquidation Proceeds or any income from a related
REO Property, will be applied in the following order of priority: first, to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 4.02 or this Section 3.09; second,
to
reimburse the Master Servicer for any unreimbursed Advances, pursuant to Section
4.02 or this Section 3.09; third, to accrued and unpaid interest (to the extent
no Advance has been made for such amount) on the Mortgage Loan or related REO
Property, at the Net Mortgage Rate to the first day of the month in which such
amounts are required to be distributed; and fourth, as a recovery of principal
of the Mortgage Loan.
(b) On
each
Determination Date, the Master Servicer shall determine the respective aggregate
amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the
preceding calendar month.
(c) The
Master Servicer has no intent to foreclose on any Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Master Servicer from initiating foreclosure proceedings
on
any date hereafter if the facts and circumstances of such Mortgage Loans
including delinquency characteristics in the Master Servicer’s discretion so
warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Protected Account out of each payment of interest
on a Mortgage Loan included in the Trust Fund an amount equal to the Servicing
Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, late payment charges, all Prepayment Interest Excess on any
Mortgage Loan, other ancillary income, all income and gain net of any losses
realized from Permitted Investments with respect to funds in or credited to
the
Protected Account shall be retained by the Master Servicer to the extent not
required to be deposited in the Protected Account pursuant to Section 4.02.
The
Master Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including payment of any
premiums for hazard insurance, as required by Section 3.05 and maintenance
of
the other forms of insurance coverage required by Section 3.07) and shall not
be
entitled to reimbursement therefor except as specifically provided in Section
4.02.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the Certificateholders. The Master
Servicer shall sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement. Pursuant to its efforts to
sell such REO Property, the Master Servicer shall protect and conserve such
REO
Property in the manner and to the extent required herein, in accordance with
the
REMIC Provisions.
(b) The
Master Servicer shall deposit all funds collected and received in connection
with the operation of any REO Property into the Protected Account.
(c) The
Master Servicer, upon the final disposition of any REO Property, shall be
entitled to reimbursement for any related unreimbursed Advances, unreimbursed
Servicing Advances or Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that
any
such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
Fees may be reimbursed or paid, as the case may be, prior to final disposition,
out of any net rental income or other net amounts derived from such REO
Property.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer shall submit
a liquidation report to the Trustee containing such information as shall be
mutually acceptable to the Master Servicer and the Trustee with respect to
such
Mortgaged Property.
Section
3.13 Annual
Statement as to Compliance.
The
Master Servicer and the Trustee shall deliver to the Master Servicer, the
Depositor and the Trustee, not later than March 15th
of each
calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge, based on such review, each
such party has fulfilled all of its obligations under this Agreement in all
material respects throughout such year or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
In the event that the Master Servicer or the Trustee has delegated any servicing
responsibilities with respect to the Mortgage Loans to a subservicer or
subcontractor, such servicer or subcontractor shall be directed by such
delegating party to deliver a similar Annual Statement of Compliance by such
subservicer or subcontractor to the Master Servicer, the Depositor and the
Trustee as described above as and when required with respect to the Master
Servicer and the Trustee.
Failure
of the Master Servicer to comply with this Section 3.13 (including
with respect to the timeframes required in this Section)
shall be
deemed an Event of Default with respect to such party, and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee
may
have under this Agreement and at law or in equity or to damages, including
injunctive relief and specific performance, upon notice, immediately terminate
all the rights and obligations of the Master Servicer under this Agreement
and
in and to the Mortgage Loans and the proceeds thereof without compensating
the
Master Servicer for the same. Failure of the Trustee to comply with this Section
3.13 (including with respect to the timeframes required in this Section) which
failure results in a failure to timely file the Form 10-K shall be deemed a
default which may result in the termination of the Trustee pursuant to Section
9.08 of this Agreement and the Depositor may, in addition to whatever rights
the
Depositor may have under this Agreement and at law or in equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all of the rights and obligations of the Trustee under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating
the Trustee for the same. This paragraph shall supersede any other provision
in
this Agreement or any other agreement to the contrary.
In
the
event the Master Servicer, the Trustee or any subservicer or subcontractor
engaged by either such party is terminated or resigns pursuant to the terms
of
the Agreement, or any other applicable agreement in the case of a subservicer
or
subcontractor, as the case may be, such party shall provide an Annual Statement
of Compliance pursuant to this Section 3.13 or to the related section of such
other applicable agreement, as the case may be, as to the performance of its
obligations with respect to the period of time it was subject to this Agreement
or any other applicable agreement, as the case may be notwithstanding any such
termination or resignation.
Section
3.14 Assessments
of Compliance and Attestation Reports.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria. Pursuant to Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each
of
the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”)
at its own expense shall deliver to the Trustee, the Master Servicer and the
Depositor on or before March 15th
of
each
calendar year beginning in 2008, a report signed by an authorized officer of
such party regarding such Attesting Party’s assessment of compliance (an
“Assessment of Compliance”) with the Servicing Criteria during the preceding
calendar year. The Assessment of Compliance, as set forth in Regulation AB,
must
contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the related Attesting Party;
(b) A
statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit N hereto, and which will also be attached to the Assessment
of Compliance, to assess compliance with the Servicing Criteria applicable
to
the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
such Attesting Party, which statement shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such Attesting Party, that are backed by the same
asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit N hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund.
On
or
before March 15th of each calendar year beginning in 2008, each Attesting Party
shall furnish to the Master Servicer, the Depositor and the Trustee a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall cause any subservicer and each subcontractor determined
by
it to be “participating in the servicing function” within the meaning of Item
1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the
Depositor an Assessment of Compliance and Attestation Report as and when
provided above along with an indication of what Servicing Criteria are addressed
in such assessment.
The
Trustee shall confirm that the assessments, taken as a whole, address all of
the
Servicing Criteria and taken individually address the Servicing Criteria for
each party as set forth on Exhibit N and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor (as defined in the
related servicing agreement), an Assessment of Compliance is not required to
be
delivered unless it is required as part of a Form 10-K with respect to the
Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Master
Servicer shall (and shall cause each subservicer engaged by it to) provide
to
the Depositor and the Trustee information concerning the following: (A) any
Event of Default hereunder and any subservicer event of default under the terms
of the related Subservicing Agreement, (B) any merger, consolidation or sale
of
substantially all of the assets of the Master Servicer or, to the best of the
Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s
entry into an agreement with a subservicer to perform or assist in the
performance of any of the Master Servicer’s obligations.
In
addition, the Master Servicer shall cause each subservicer engaged by it to
provide the following information to the Depositor and the Trustee, to the
extent applicable, within the timeframes that the Master Servicer would
otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) information
regarding material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
Failure
of the Master Servicer to comply with this Section 3.14 (including with respect
to the timeframes required in this Section) shall be deemed an Event of Default,
and the Trustee at the direction of the Depositor shall, in addition to whatever
rights the Trustee may have under this Agreement and at law or in equity or
to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. Failure of the Trustee
to
comply with this Section 3.14 (including with respect to the timeframes required
in this Section) which failure results in a failure to timely file the Form
10-K
shall be deemed a default which may result in the termination of the Trustee
pursuant to Section 9.08 of this Agreement and the Depositor may, in addition
to
whatever rights the Depositor may have under this Agreement and at law or in
equity or to damages, including injunctive relief and specific performance,
upon
notice immediately terminate all of the rights and obligations of the Trustee
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Trustee for the same. This paragraph shall supersede
any other provision in this Agreement or any other agreement to the
contrary.
In
the
event the Master Servicer, the Custodian, the Trustee or any subservicer or
subcontractor engaged by any such party is terminated, assigns its rights and
obligations under, or resigns pursuant to, the terms of the Agreement, the
related Custodial Agreement, or any other applicable agreement in the case
of a
subservicer or subcontractor, as the case may be, such party shall provide
an
Assessment of Compliance and cause to be provided an Attestation Report pursuant
to this Section 3.14 or to the related section of such other applicable
agreement, as the case may be, notwithstanding any such termination, assignment
or resignation.
Section
3.15 Books
and Records.
The
Master Servicer shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans which shall be
appropriately identified in the Master Servicer’s computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer shall maintain in its possession, available for inspection
by
the Trustee and shall deliver to the Trustee upon demand, evidence of compliance
with all federal, state and local laws, rules and regulations. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Master
Servicer may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including, but not limited to, optical
imagery techniques so long as the Master Servicer complies with the requirements
of Accepted Servicing Practices.
The
Master Servicer shall maintain with respect to each Mortgage Loan and shall
make
available for inspection by the Trustee the related servicing file during the
time such Mortgage Loan is subject to this Agreement and thereafter in
accordance with applicable law.
Payments
on the Mortgage Loans, including any payoffs, made in accordance with the
related Mortgage File will be entered in the Master Servicer’s set of books and
records no more than two Business Days after receipt and identification, and
allocated to principal or interest as specified in the related Mortgage
File.
Section
3.16 Reports
Filed with Securities and Exchange Commission.
(a) (i)Within
15
days after each Distribution Date (subject to permitted exceptions under the
Exchange Act), the Trustee shall, in accordance with industry standards, prepare
and file with the Commission via the Electronic Data Gathering and Retrieval
System (“XXXXX”), a Form 10-D, signed by the Master Servicer, with a copy of the
Monthly Statement to be furnished by the Trustee to the Certificateholders
for
such Distribution Date attached thereto; provided that the Trustee shall have
received no later than seven (7) calendar days after the related Distribution
Date, all information required to be provided to the Trustee as described in
clause (a)(ii) below. Any disclosure in addition to the Monthly Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall
be
reported by the parties set forth on Exhibit O to the Trustee and the Depositor
and approved by the Depositor pursuant to the paragraph immediately below,
and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure absent such reporting
(other than with respect to when it is the reporting party as set forth in
Exhibit O) and approval.
(ii) (A)
Within seven (7) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit O shall be required to provide, pursuant to section
3.16(a)(iv) below, to the Trustee and the Depositor, to the extent known, in
XXXXX-compatible format, or in such other format as otherwise agreed upon by
the
Trustee and the Depositor and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit O of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable
out-of-pocket expenses incurred by the Trustee in
connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(B) After
preparing the Form 10-D, the Trustee shall forward electronically a draft copy
of the Form 10-D to the Depositor and the Master Servicer for review. No later
than two (2) Business Days prior to the 15th calendar day after the related
Distribution Date, a duly authorized officer of the Master Servicer shall sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Trustee will follow the procedures set forth
in
Section 3.16(a)(v). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Trustee will make available on its internet
website identified in Section 5.06 a final executed copy of each Form 10-D.
The
signing party for the Master Servicer can be contacted at 000-000-0000.
Form
10-D
requires the registrant to indicate (by checking "yes" or "no") that it (1)
has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the fifth calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D, if the answer to
either question should be "no." The Trustee shall be entitled to rely on the
Depositor’s representations in Section 2.04(vi) in preparing and/or filing any
such Form 10-D. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under Sections 3.16(a)(i) and (v) related to the
timely preparation and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. It is understood by the parties hereto that the performance
by the Trustee of its duties under this Section 3.16(a)(ii) related to the
timely preparation, execution and filing of Form 10-D is also contingent upon
the Custodian and any subservicers or subcontractors strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-D Disclosure pursuant to the Custodial Agreement or any
other
applicable agreement. The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from
the
failure of any party hereto to deliver on a timely basis, any information needed
by the Trustee to prepare, arrange for execution or file such Form
10-D.
(iii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file, on behalf of the Trust, at the direction of the
Depositor, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file the initial Form 8-K in connection with the issuance of
the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit O to the Trustee and the Depositor and directed
and approved by the Depositor pursuant to the following paragraph, and the
Trustee will have no duty or liability for any failure hereunder to determine
or
prepare any Additional Form 8-K Disclosure absent such reporting (other than
with respect to when it is the reporting party as set forth in Exhibit O) and
approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, (i)
no
later than 12:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event the parties set forth in Exhibit O shall be
required pursuant to Section 3.16(a)(iv) below to provide to the Trustee and
the
Depositor, to the extent known, in XXXXX-compatible format, or in such other
form as otherwise agreed upon by the Trustee and the Depositor and such party,
the form and substance of any Form 8-K Disclosure Information, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the other parties listed on Exhibit O of their duties under
this
paragraph or to proactively solicit or procure from such parties any Additional
Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable out-of-pocket expenses incurred by the Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section.
(C) After
preparing the Form 8-K, the Trustee shall forward electronically a draft copy
of
the Form 8-K to the Depositor and the Master Servicer for review. No later
than
the end of business New York City time on the 3rd Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Trustee.
If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
be
amended, the Trustee will follow the procedures set forth in Section 3.16(a)(v).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Trustee will, make available on its internet website identified
in Section 5.06 a final executed copy of each Form 8-K. The signing party for
the Master Servicer can be contacted at 000-000-0000. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 3.16(a)(iii) related to the timely preparation and filing of Form
8-K is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.16(a)(iii). It is
understood by the parties hereto that the performance by the Trustee of its
duties under this Section 3.16(a)(iii) related to the timely preparation,
execution and filing of Form 8-K is also contingent upon the Custodian and
any
subservicers or subcontractors strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trustee of any necessary Form 8-K Disclosure Information
pursuant to the Custodial Agreement or any other applicable agreement. The
Trustee shall have no liability for any loss, expense, damage or claim arising
out of or with respect to any failure to properly prepare and/or timely file
such Form 8-K, where such failure results from the failure of any party hereto
to deliver on a timely basis, any information needed by the Trustee to prepare,
arrange for execution or file such Form 8-K.
(D) On
or
prior to the 90th day after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2008, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
timeframes set forth in this Agreement, (I) an Annual Statement of Compliance
for the Trustee, Master Servicer and any subservicer, as described under Section
3.13, (II)(A) the Assessment of Compliance with Servicing Criteria for the
Master Servicer and each subservicer and subcontractor participating in the
servicing function, the Trustee and the Custodian, as described under Section
3.14, and (B) if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 3.14 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 3.14 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, (III)(A) the registered public
accounting firm Attestation Report for the Master Servicer, the Trustee and
the
Custodian, as described under Section 3.14, and (B) if any registered public
accounting firm Attestation Report described under Section 3.14 identifies
any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm Attestation
Report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included,
and
(IV) a Xxxxxxxx-Xxxxx Certification (“Xxxxxxxx-Xxxxx Certification”) as
described in this Section 3.16 (a)(iii)(D) below. Any disclosure or information
in addition to (I) through (IV) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set
forth on Exhibit O to the Trustee and the Depositor and, pursuant to the
paragraph immediately below, approved by the Depositor, and the Trustee will
have no duty or liability for any failure hereunder to determine or prepare
any
Additional Form 10-K Disclosure absent such reporting (other than with respect
to when it is the reporting party as set forth in Exhibit O) and
approval.
(E) No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit
O shall be required to provide pursuant to Section 3.16(a)(iv) below to the
Trustee and the Depositor, to the extent known, in XXXXX-compatible format,
or
in such other format as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of any Additional Form 10-K Disclosure,
if applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the other parties listed on Exhibit O of their
duties under this paragraph or to proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information. The Depositor will
be
responsible for any reasonable out-of-pocket expenses incurred by the Trustee
in
connection with including any Form 10-K Disclosure Information on Form 10-K
pursuant to this Section.
(F) After
preparing the Form 10-K, the Trustee shall forward electronically a draft copy
of the Form 10-K to the Depositor and the Master Servicer for review. Form
10-K
requires the registrant to indicate (by checking "yes" or "no") that it (1)
has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the fifteenth calendar day of March in any year in
which the Trust is subject to the reporting requirements of the Exchange Act,
if
the answer to either question should be "no." The Trustee shall be entitled
to
rely on the Depositor’s representations in Section 2.04(vi) in preparing and/or
filing any such Form 10-K. No
later
than 12:00 p.m. New York City time on the 4th Business Day prior to the 10-K
Filing Deadline, a senior officer of the Master Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax
copy
of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if
a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 3.16(a)(v). Promptly (but no later than one
(1)
Business Day) after filing with the Commission, the Trustee will make available
on its internet website identified in Section 5.06 a final executed copy of
each
Form 10-K. The signing party for the Master Servicer can be contacted at
000-000-0000. The parties to this Agreement acknowledge that the performance
by
the Trustee of its duties under Section 3.16(a)(iv) related to the timely
preparation and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under
Section 3.13 and Section 3.14. It is understood by the parties hereto that
the
performance by the Trustee of its duties under this Section 3.16(a)(iii) related
to the timely preparation, execution and filing of Form 10-K is also contingent
upon the Custodian and any subservicer or subcontractor strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-K Disclosure, any annual statement of compliance and any
assessment of compliance and attestation pursuant to the Custodial Agreement
or
any other applicable agreement. The Trustee shall have no liability for any
loss, expense, damage or claim arising out of or with respect to any failure
to
properly prepare and/or timely file such Form 10-K, where such failure results
from the failure of any party hereto to deliver on a timely basis, any
information needed by the Trustee to prepare, arrange for execution or file
such
Form 10-K.
(G) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall,
and the Master Servicer shall cause any subservicer or subcontractor engaged
by
it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
“Certifying Person”), by March 15 of each year in which the Trust is subject to
the reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a “Back-Up Certification”),
in the form attached hereto as Exhibit K, upon which the Certifying Person,
the
entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely; provided, however, that the
Trustee shall not be required to undertake an analysis of any accountant’s
report attached as an exhibit to the Form 10-K. The senior officer of the Master
Servicer shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at 000-000-0000.
In
the
event the Trustee is terminated or resigns pursuant to the terms of this
Agreement or any subcontractor or subservicer is terminated pursuant to the
related servicing agreement, the Trustee, subcontractor or subservicer, as
applicable, shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 3.16(a)(iii) with respect to the period of time it
was
subject to this Agreement or the related servicing agreement, as
applicable.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
P, the Trustee’s obligation to include such Additional Information in the
applicable Exchange Act report is subject to receipt from the entity that is
indicated in Exhibit O as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
3.16(a)(i) through (iii) above. Each of the Master Servicer, Seller, and
Depositor hereby agree to notify and provide (to the extent known) to the
Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
with respect to which such party is indicated in Exhibit O as the responsible
party for providing that information. Within five Business Days prior to each
Distribution Date occurring in any year that the Trust is subject to the
Exchange Act reporting requirements, the Depositor shall make available to
the
Trustee the Significance Estimate and the Trustee shall use such information
to
calculate the Significance Percentage. The Trustee shall provide the
Significance Percentage to the Depositor by the later of the Distribution Date
or three (3) Business Days after the receipt of the Significance Estimate from
the Depositor. If the Significance Percentage meets either of the threshold
levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Trustee
shall deliver written notification to the Depositor and the Swap Provider to
that effect. The
Trustee shall request from the Depositor and the Depositor shall deliver to
the
Trustee any information that the Swap Provider delivered to the Depositor as
required under Regulation AB, to the extent required under the Swap Agreement.
The Depositor shall be obligated to provide to the Trustee (no later than,
in
the case of Form 10-D, the seventh calendar day after the Distribution Date
and
in the case of Form 10-K, March 15th
in any
year in which a Form 10-K is filed for the Trust) any information that may
be
required to be included in any Form 10-D, Form 8-K or Form 10-K or written
notification instructing the Trustee that such Additional Disclosure regarding
the Swap Provider is not necessary for such Distribution Date. The
Master Servicer shall be responsible for determining the pool concentration
applicable to any subservicer or originator at any time.
(v) (A)
On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act.
(B) In
the
event that the Trustee is unable to timely file with the Commission all or
any
required portion of any Forms 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered
to it
or delivered to it after the delivery deadlines set forth in this Agreement
or
for any other reason, the Trustee will immediately notify the Depositor and
the
Master Servicer. In the case of Forms 10-D and 10-K, the Depositor, Master
Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a
10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.
In
the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Forms 8-K, 10-D or 10-K needs to be amended, the Trustee will
notify the Depositor and the Master Servicer and such parties will cooperate
to
prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any
amendment to Forms 8-K, 10-D or 10-K shall be signed by a senior officer of
the
Master Servicer. The Depositor and Master Servicer acknowledge that the
performance by the Trustee of its duties under this Section 3.16(a)(vi) related
to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Forms 8-K, 10-D or 10-K is contingent upon the Master Servicer and the
Depositor performing their duties under this Section. The Trustee shall have
no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
the failure of any party hereto to deliver on a timely basis, any information
needed by the Trustee to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with
the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 3.16; provided, however, the Trustee shall
cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Exchange
Act. Copies of all reports filed by the Trustee under the Exchange Act shall
be
sent to: the Depositor c/o Bear, Xxxxxxx & Co. Inc., Attn: Managing Director
Analysis and Control, Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000-0000.
Fees and expenses incurred by the Trustee in connection with this Section 3.16
shall not be reimbursable from the Trust Fund. Each
of
the other parties to this Agreement shall deliver to the Trustee any and all
items required to be delivered by such party pursuant to this Agreement, in
Word
format (or other word processing format that is acceptable to the Trustee)
for
electronic filing via the XXXXX system. The Trustee agrees to notify each party
upon becoming aware that the document is not in Word format (or other word
processing format that is xxxxx-compatible).
(b) The
Trustee shall indemnify and hold harmless, the Depositor and the Master Servicer
and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Trustee’s obligations under Sections 3.13, 3.14 and 3.16 or
the Trustee’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trustee shall indemnify and hold harmless the
Depositor and the Master Servicer and each of their officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any Back-Up Certification,
the Annual Statement of Compliance, the Assessment of Compliance, any Additional
Disclosure or other information provided by the Trustee pursuant to Section
3.13, 3.14 and 3.16 (the “Trustee Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Trustee
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Trustee Information or any portion
thereof is presented together with or separately from such other
information.
(c) The
Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Depositor under Section 3.13, Section 3.14 and Section 3.16
or the Depositor’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Depositor shall indemnify and hold harmless the
Trustee and each of its officers, directors and affiliates from and against
any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Additional Disclosure or other information provided by
the
Depositor pursuant to Section 3.16 (the “Depositor Information”), or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that clause (ii) of this paragraph shall be construed solely
by
reference to the Depositor Information and not to any other information
communicated in connection with the Certificates, without regard to whether
the
Depositor Information or any portion thereof is presented together with or
separately from such other information.
(d) The
Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
and their respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon a breach of the obligations of the Master Servicer under Section
3.13, Section 3.14 and Section 3.16 or the Master Servicer’s negligence, bad
faith or willful misconduct in connection therewith. In addition, the Master
Servicer shall indemnify and hold harmless the Trustee and the Depositor and
each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Xxxxxxxx-Xxxxx Certification, the Annual Statement of
Compliance, the Assessment of Compliance, any Additional Disclosure or other
information provided by the Master Servicer pursuant to Section 3.13, 3.14
and
3.16 (the “Master Servicer Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Master
Servicer Information and not to any other information communicated in connection
with the Certificates, without regard to whether the Master Servicer Information
or any portion thereof is presented together with or separately from such other
information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, the Depositor or the Trustee, as applicable,
then
the defaulting party, in connection with a breach of its respective obligations
under Section 3.13, Section 3.14 and Section 3.16 or its respective negligence,
bad faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of
the
losses, claims, damages or liabilities of the other party in such proportion
as
is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
(e) Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form
10-K
or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information
as
set forth in Section 3.16(a) or required signatures on such Form 10-K or any
certification contained therein shall not be regarded as a breach by the Trustee
of any obligation under this Agreement.
(f) Notwithstanding
the provisions of Section 11.01, this Section 3.16 may be amended without the
consent of the Certificateholders.
Section
3.17 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14
and
3.16 of this Agreement is to facilitate compliance by the Seller and the
Depositor with the provisions of Regulation AB. Therefore, each of the parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent with
any such amendments, interpretive advice or guidance, convention or consensus
among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the
parties shall comply with reasonable requests made by the Seller, the Trustee
or
the Depositor for delivery of additional or different information as the Seller,
the Trustee or the Depositor may determine in good faith is necessary to comply
with the provisions of Regulation AB, and (d) no amendment of this Agreement
shall be required to effect any such changes in the parties’ obligations as are
necessary to accommodate evolving interpretations of the provisions of
Regulation AB.
Section
3.18 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
3.19 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
Delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase any such Mortgage Loan or REO Property from the Trust
at a
price equal to the Purchase Price; provided however (i) that such Mortgage
Loan
is still 90 days or more Delinquent or is an REO Property as of the date of
such
purchase and (ii) this purchase option, if not theretofore exercised, shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more Delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by EMC to a third party, including a holder of a Class of
Certificates.
In
addition, EMC may, at its option, purchase any Mortgage Loan from the
Trust for which the first Scheduled Payment due to the Trust after the
Closing Date becomes thirty (30) days past due; provided, however, such
Mortgage Loan was purchased by EMC or one of its affiliates from an
originator pursuant to a loan purchase agreement that obligated such seller
to repurchase such Mortgage Loan if one or more Scheduled Payments becomes
30 or
more days delinquent (and such originator has agreed to repurchase
such Mortgage Loan); provided, further, that such optional purchase shall be
exercised no later than the 270th day after such Mortgage Loan is
subject to such originator's repurchase obligation. Such purchase shall be
made at a price equal to the Purchase Price.
If
at any
time EMC remits to the Master Servicer a payment for deposit in the Protected
Account covering the amount of the Purchase Price for such a Mortgage Loan,
and
EMC provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Protected
Account, then the Trustee shall execute the assignment of such Mortgage Loan
prepared and delivered to the Trustee, at the request of EMC, without recourse,
representation or warranty, to EMC which shall succeed to all the Trustee’s
right, title and interest in and to such Mortgage Loan, and all security and
documents relative thereto. Such assignment shall be an assignment outright
and
not for security. EMC will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section
3.20 Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Scheduled Payments or Stated Principal Balances that were made by the Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
and
any Successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.20 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note and Mortgage, to the extent permitted
by
applicable law.
Section
3.21 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) Pursuant
to the Swap Administration Agreement, the Supplemental Interest Trust shall
be
established and maintained in the name of the Supplemental Interest Trust
Trustee, as a separate trust, the corpus of which shall be held by the
Supplemental Interest Trust Trustee, for the benefit of the Holders of the
Class
A Certificates and Class M Certificates and the Swap Provider. The Supplemental
Interest Trust shall hold the Swap Agreement, the Swap Administration Agreement,
REMIC VI Regular Interest IO, the Swap Collateral Account and the Swap Account.
The Swap Account shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including, without limitation, other moneys of the Trustee held
pursuant to this Agreement. Amounts in the Swap Account shall, at the direction
of the Majority Class CE Certificateholder, be invested in Permitted Investments
that mature no later than the Business Day prior to the next succeeding
Distribution Date. All net income and gain from such investments shall be
distributed to the Class CE Certificateholders, on a pro
rata
basis,
not as a distribution in respect of any interest in any REMIC, on such
Distribution Date. In the absence of written instructions to the Trustee,
amounts on deposit in the Swap Account shall remain uninvested. All amounts
earned on amounts on deposit in the Swap Account shall be taxable to the Class
CE Certificateholders. Any losses on such investments shall be deposited in
the
Swap Account by the Majority Class CE Certificateholder out of its own funds
immediately as realized, on a pro rata basis. In performing its duties hereunder
and under the Swap Agreement and Swap Administration Agreement, the Supplemental
Interest Trust Trustee shall be entitled to the same rights, protections and
indemnities as provided to the Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Reserve Fund on behalf
of
the Holders of the Certificates. On the Closing Date, the Depositor shall cause
an amount equal to the Reserve Fund Deposit to be deposited into the Reserve
Fund. The Reserve Fund must be an Eligible Account. The Reserve Fund shall
be
entitled “Reserve Fund, LaSalle Bank National Association as Trustee for the
benefit of holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE4”. The Trustee shall deposit in the Reserve Fund
all payments received from the Swap Administrator that are payable to the Trust
Fund pursuant to the Swap Administration Agreement. On each Distribution Date
the Trustee shall remit such amounts received from the Swap Administrator to
the
Holders of the Class A Certificates and Class M Certificates in the manner
provided in clause (d) below. In addition, on each Distribution Date as to
which
there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of
Class A Certificates and/or Class M Certificates, the Trustee shall deposit
the
amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4)
into
the Reserve Fund, and the Trustee has been directed by the Class CE
Certificateholders to distribute any amounts then on deposit in the Reserve
Fund
to the Holders of the Class A and/or Class M Certificates in respect of the
Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities
set forth in clauses (C) and (D) of Section 5.04(a)(4). Any amount paid to
the
Holders of Class A Certificates and/or Class M Certificates from amounts
distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4) pursuant
to
the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
shall be treated as distributed to the Class CE Certificateholders in respect
of
the Class CE Certificates and paid by the Class CE Certificateholders to the
Holders of the Class A Certificates and/or Class M Certificates. Any payments
to
the Holders of the Class A Certificates and/or Class M Certificates in respect
of Basis Risk Shortfall Carry Forward Amounts, whether pursuant to the second
preceding sentence or pursuant to clause (d) below, shall not be payments with
respect to a Regular Interest in a REMIC within the meaning of Section
860G(a)(1) of the Code.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event and other than to the extent
already paid by the Swap Administrator on behalf of the Supplemental Interest
Trust Trustee from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) payable by the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, to the Swap Provider pursuant to the Swap
Agreement shall be deducted from Interest Funds, and to the extent of any such
remaining amounts due, from Principal Funds, prior to any distributions to
the
Certificateholders. On or before each Distribution Date, such amounts shall
be
remitted to the Swap Administrator, and deposited into the Swap Account, first
to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap
Agreement for such Distribution Date and for prior Distribution Dates, if any,
and second to make any Swap Termination Payment (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator on behalf of the Supplemental Interest Trust Trustee from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date and for prior Distribution Dates, if any. For federal income tax purposes,
such amounts paid to the Supplemental Interest Trust on each Distribution Date
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC VI Regular Interest IO to the extent of the amount distributable on such
REMIC VI Regular Interest IO on such Distribution Date, and any remaining amount
shall be deemed paid to the Supplemental Interest Trust in respect of a Class
IO
Distribution Amount. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
be
subordinated to distributions to the Holders of the Class A Certificates and
Class M Certificates and shall be paid as set forth under Section 5.04(a)(4).
In
addition, the Swap Administrator shall remit to the Swap Provider any Swap
Optional Termination Payment paid as part of the Mortgage Loan Purchase Price
and remitted to the Supplemental Interest Trust pursuant to Section
10.01.
(d) On
or
before each Distribution Date, Net Swap Payments payable by the Swap Provider
pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, will be deposited by the Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Trustee for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund to
distribute to the Class A Certificates and Class M Certificates in the following
order of priority:
(i) first,
to each
Class of Class A Certificates, on a pro
rata
basis,
to pay Current Interest and any Interest Carry Forward Amount to the extent
due
to the interest portion of a Realized Loss with respect to the related Mortgage
Loans, in each case to the extent not fully paid pursuant to Section
5.04(a)(1);
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, to pay
Current Interest to the extent not fully paid pursuant to Section 5.04(a)(1)
and
any Interest Carry Forward Amount, in each case to the extent due to the
interest portion of a Realized Loss;
(iii) third,
to pay
first, to each Class of Class A Certificates, on a pro
rata
basis,
based on the amount of Basis Risk Shortfall Carry Forward Amount for each such
Class, and second, sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates,
in
that order, any Basis Risk Shortfall Carry Forward Amounts for such Distribution
Date; and
(iv) fourth,
to pay
as principal to the Class A Certificates and Class M Certificates to be applied
as part of the Extra Principal Distribution Amount payable under Section
5.04(a)(2) to the extent that the Overcollateralization Amount is reduced below
the Overcollateralization Target Amount, as a result of Realized Losses and
to
the extent not paid by Excess Spread pursuant to Section 5.04(a)(4) for such
Distribution Date. For the avoidance of doubt, any amounts distributable
pursuant to this clause (iv) shall be limited to rebuilding
overcollateralization to the extent overcollateralization has been reduced
through Realized Losses.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Class CE Certificateholders shall be the
beneficial owner of the Reserve Fund, on a pro
rata
basis,
subject to the power of the Trustee to transfer amounts under Section 5.04.
Amounts in the Reserve Fund shall, at the direction of the Majority Class CE
Certificateholder, be invested in Permitted Investments that mature no later
than the Business Day prior to the next succeeding Distribution Date. All net
income and gain from such investments shall be distributed to the Class CE
Certificateholders, on a pro
rata
basis,
not as a distribution in respect of any interest in any REMIC, on such
Distribution Date. In the absence of written instructions to the Trustee,
amounts on deposit in the Reserve Fund shall remain uninvested. All amounts
earned on amounts on deposit in the Reserve Fund shall be taxable to the Class
CE Certificateholders. Any losses on such investments shall be deposited in
the
Reserve Fund by the Class CE Certificateholders out of their own funds
immediately as realized on a pro
rata
basis.
The Swap Account, which is created and maintained by the Swap Administrator
pursuant to the Swap Administration Agreement, is an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h) and shall not
be
an asset of any REMIC created hereunder. The beneficial owner of the Swap
Account is identified, and other matters relating to the Swap Account are
addressed, in the Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Certificates (other than the Class P, Class
CE and Class R Certificates) as having entered into a notional principal
contract with respect to the Holders of the Class CE Certificates. Pursuant
to
each such notional principal contract, all Holders of Certificates (other than
the Class P, Class CE and Class R Certificates) shall be treated as having
agreed to pay, on each Distribution Date, to the Holders of the Class CE
Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated on a pro
rata
basis
among such Certificates based on the excess of, with respect to each such
Certificate, (i) the amount of interest otherwise payable to the REMIC III
Regular Interest relating to such Certificate over (ii) the amount of interest
payable to such Certificate at a per annum rate equal to the related Net Rate
Cap, and a Class IO Distribution Amount payable from principal collections
shall
be allocated to the most subordinate Class of Certificates (other than the
Class
P Certificates and the Class R Certificates) with an outstanding principal
balance to the extent of such balance. In addition, pursuant to such notional
principal contract, the Holders of the Class CE Certificates shall be treated
as
having agreed to pay Basis Risk Shortfall Carry Forward Amounts to the Holders
of the Certificates (other than the Class CE, Class P and Class R Certificates)
in accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1). However, any payment from the Certificates
(other than the Class CE, Class P and Class R Certificates) of a Class IO
Distribution Amount shall be treated for tax purposes as having been received
by
the Holders of such Certificates in respect of their interests in REMIC III
and
as having been paid by such Holders to the Holders of the Class CE Certificates
pursuant to the notional principal contract. Thus, each Certificate (other
than
the Class P Certificates and Class R Certificates) shall be treated as
representing not only ownership of Regular Interests in a REMIC, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract.
(g) Upon
a
Swap Early Termination other than in connection with the Optional Termination
of
the Trust, the Swap Administrator, pursuant to the Swap Administration
Agreement, shall use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Swap Agreement, with a successor swap provider meeting all applicable
eligibility requirements. If the Swap Administrator receives a Swap Termination
Payment from the Swap Provider in connection with such Swap Early Termination,
the Swap Administrator will apply such Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Swap
Administrator is required to pay a Swap Termination Payment to the Swap Provider
in connection with such Swap Early Termination, the Swap Administrator will
apply any upfront payment received from the successor swap provider to pay
such
Swap Termination Payment. If the Swap Administrator is unable to appoint a
successor swap provider within 30 days of the Swap Early Termination, then
the
Swap Administrator will deposit any Swap Termination Payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent distribution date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Swap Administrator by the
original Swap Provider calculated in accordance with the terms of the original
Swap Agreement, and distribute such amount to the Holders of the Class A
Certificates and Class M Certificates or for such other purpose specified in
the
Swap Administration Agreement in accordance with the terms thereof.
(h) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall, provided the Supplemental Interest Trust Trustee has actual
knowledge of such failure, breach or occurrence by the Swap Provider,
immediately, but no later than the next Business Day following such failure,
breach, or occurrence, notify the Depositor and send any notices and make any
demands, on behalf of the Supplemental Interest Trust, in accordance with the
Swap Agreement.
(i) In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Swap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Supplemental Interest Trust
Trustee shall, as soon as practicable, but no later than two (2) Business Days
after the Swap Provider’s failure to pay, demand that the Guarantor make any and
all payments then required to be made by the Guarantor pursuant to such
Guaranty. The Swap Provider or the Depositor shall promptly provide the
Supplemental Interest Trust Trustee with a copy of such Guaranty; provided
that,
the Supplemental Interest Trust Trustee shall in no event be liable for any
failure or delay in the performance by the Swap Provider or any Guarantor of
its
obligations hereunder or pursuant to the Swap Agreement and the Guaranty, nor
for any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
(j) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the replacement interest rate swap agreement to the
Depositor.
Section
3.22 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A Certificates or Class M Certificates.
In
the
event that any Class A Certificate or Class M Certificate is resecuritized
in a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC III Regular Interest corresponding to such Class A
Certificate or Class M Certificate shall, for the avoidance of doubt, be deemed
to include the related Class IO Distribution Amount, and (ii) to the extent
provided in the operative documents for the Resecuritization REMIC, (a) payments
on the “regular interests” issued by the Resecuritization REMIC shall be deemed
to include in the aggregate such Class IO Distribution Amount, and (b) such
Class IO Distribution Amount shall be deemed paid to the Holders of the Class
CE
Certificates pursuant to a notional principal contract entered into by the
holders of one or more “regular interests” issued by the Resecuritization REMIC
(“Resecuritization Holders”) and the Holders of the Class CE Certificates. In
such event, Class IO Distribution Amounts deemed paid by Resecuritization
Holders under clause (b) of the immediately preceding sentence shall be paid
on
behalf of such holders pursuant to Section 3.21(c) hereof.
Section
3.23 Advancing
Facility.
(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
with the consent of the Master Servicer in the case of the Trustee and, in
each
case, with notice to the Rating Agencies, is hereby authorized to enter into
a
facility (the “Advancing Facility”) with any Person which provides that such
Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
the Trust Fund under this Agreement, although no such facility shall reduce
or
otherwise affect the Master Servicer’s obligation to fund such Advances and/or
Servicing Advances. If the Master Servicer enters into such an Advancing
Facility pursuant to this Section 3.23, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, confirming its
receipt of notice of the existence of such Advancing Facility. To the extent
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trustee with notice acknowledged by the Master Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.23(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advancing Facility that entitle the Advancing Person to request
reimbursement from the Trustee, rather than the Master Servicer, and include
the
Master Servicer’s acknowledgment thereto or proof of an Event of Default under
the Advancing Facility. The Trustee shall have no duty or liability with respect
to any calculation of any reimbursement to be paid to an Advancing Person and
shall be entitled to rely without independent investigation on the Advancing
Person’s notice provided pursuant to this Section 3.23. An Advancing Person
whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a Master
Servicer or a subservicer pursuant to Section 8.02 hereof and will not be deemed
to be a subservicer under this Agreement.
(b) If
an
Advancing Facility is entered into, then the Master Servicer shall not be
permitted to reimburse itself therefor under Section 4.02(a)(ii), Section
4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 4.02. The Trustee is hereby
authorized to pay to the Advancing Person, reimbursements for Advances and
Servicing Advances from the Distribution Account to the same extent the Master
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii)
or Section 4.02(a)(v), as the case may be, had the Master Servicer itself funded
such Advance or Servicing Advance. The Trustee is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.23 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.23, including amendments to add provisions
relating to a Successor Master Servicer, may be entered into by the Trustee
and
the Master Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
ACCOUNTS
Section
4.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Master Servicer shall make reasonable efforts in accordance with customary
and
usual standards of practice of prudent mortgage lenders in the respective states
in which the Mortgaged Properties are located to collect all payments called
for
under the terms and provisions of the Mortgage Loans to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any related Required Insurance Policy. Consistent with the foregoing, the
Master Servicer may in its discretion (i) waive any late payment charge and
(ii)
extend the due dates for payments due on a Mortgage Note for a period not
greater than 125 days. In the event of any such arrangement, the Master Servicer
shall make Advances on the related Mortgage Loan during the scheduled period
in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled
to
reimbursement therefor in accordance with Section 5.01. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In addition,
if a
Mortgage Loan is in default or such default is reasonably foreseeable, the
Master Servicer may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor, including without limitation, to
(1)
capitalize any amounts owing on the Mortgage Loan by adding such amount to
the
outstanding principal balance of the Mortgage Loan, (2) defer such amounts
to a
later date or the final payment date of such Mortgage Loan, (3) extend the
maturity of any such Mortgage Loan, (4) amend the related Mortgage Note to
reduce the related Mortgage Rate with respect to any Mortgage Loan, (5) convert
the Mortgage Rate on any Mortgage Loan from a fixed rate to an adjustable rate
or vice versa, (6) with respect to a Mortgage Loan with an initial fixed rate
period followed by an adjustable rate period, extend the fixed period and reduce
the adjustable rate period, and/or (7) forgive the amount of any interest and
principal owed by the related Mortgagor; provided that, in the Master Servicer’s
reasonable and prudent determination, such waiver, modification, postponement
or
indulgence: (A) is not materially adverse to the interests of the
Certificateholders on a present value basis using reasonable assumptions
(including taking into account any estimated Realized Loss that might result
absent such action); and (B) does not amend the related Mortgage Note to extend
the maturity thereof later than the date of the Latest Possible Maturity Date;
provided, further, with respect to any Mortgage Loan that is not in default
or
if default is not reasonably foreseeable, unless the Master Servicer has
provided to the Trustee a certification addressed to the Trustee, based on
the
advice of counsel or certified public accountants that have a national
reputation with respect to taxation of REMICs that a modification of such
Mortgage Loan will not result in the imposition of taxes on or disqualify from
REMIC status any of REMIC
I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI,
the
Master Servicer shall not permit any modification with respect to any Mortgage
Loan.
(c) The
Master Servicer shall establish and maintain a Protected Account (which shall
at
all times be an Eligible Account) with a depository institution in the name
of
the Master Servicer for the benefit of the Trustee on behalf of the
Certificateholders and designated “EMC Mortgage Corporation, as Master Servicer,
for the benefit of LaSalle Bank National Association, in trust for registered
Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE4”. The Master Servicer shall deposit or cause to be
deposited into the Protected Account on a daily basis within two Business Days
of receipt and identification, except as otherwise specifically provided herein,
the following payments and collections remitted by subservicers or received
by
it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest on the Mortgage Loans net of the Servicing
Fee
permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, other than
proceeds to be applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(iv) any
amount required to be deposited by the Master Servicer pursuant to Section
4.01(c) in connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.05;
(vi) any
Prepayment Charges collected on the Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for remittance by the Master Servicer into the Protected
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees, if collected, need not be remitted by the Master
Servicer. In the event that the Master Servicer shall remit any amount not
required to be remitted and not otherwise subject to withdrawal pursuant to
Section 4.02, it may at any time withdraw or direct the institution maintaining
the Protected Account, to withdraw such amount from the Protected Account,
any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Protected Account, that describes the amounts deposited in
error
in the Protected Account. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. Reconciliations
will be prepared for the Protected Account within 45 calendar days after the
bank statement cut-off date. All funds deposited in the Protected Account shall
be held in trust for the Certificateholders until withdrawn in accordance with
Section 4.02.
(d) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Master Servicer, in Permitted
Investments which shall mature not later than the Distribution Account Deposit
Date and shall not be sold or disposed of prior to its maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the benefit
of the Certificateholders. All income and gain net of any losses realized from
any such investment shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The amount
of any losses incurred in the Protected Account in respect of any such
investments shall be deposited by the Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(e) The
Master Servicer shall give at least 30 days advance notice to the Trustee,
the
Sellers, each Rating Agency and the Depositor of any proposed change of location
of the Protected Account prior to any change thereof.
Section
4.02 Permitted
Withdrawals From the Protected Account.
(a) The
Master Servicer may from time to time make withdrawals from the Protected
Account for the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Master
Servicer), as servicing compensation in accordance with Section 3.10, that
portion of any payment of interest that equals the Servicing Fee for the period
with respect to which such interest payment was made, and, as additional
servicing compensation, those other amounts set forth in Section
3.10;
(ii) to
reimburse the Master Servicer for Advances made by it with respect to the
related Mortgage Loans; provided, however, that the Master Servicer’s right of
reimbursement pursuant to this subclause (ii) shall be limited to amounts
received on particular Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
represent late recoveries of payments of principal and/or interest on such
particular Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to
reimburse the Master Servicer for any previously made portion of a Servicing
Advance or an Advance made by the Master Servicer that, in the good faith
judgment of the Master Servicer, will not be ultimately recoverable by it from
the related Mortgagor, any related Liquidation Proceeds, Insurance Proceeds
or
otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to
clause (ii) or clause (v);
(iv) to
reimburse the Master Servicer from Insurance Proceeds for Insured Expenses
covered by the related Insurance Policy;
(v) to
pay
the Master Servicer any unpaid Servicing Fees and to reimburse it for any
unreimbursed Servicing Advances, provided, however, that the Master Servicer’s
right to reimbursement for Servicing Advances pursuant to this subclause (v)
with respect to any Mortgage Loan shall be limited to amounts received on
particular Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
Insurance Proceeds, Subsequent Recoveries and purchase and repurchase proceeds)
that represent late recoveries of the payments for which such Servicing Advances
were made;
(vi) to
pay to
the Seller, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.19 of this
Agreement, all amounts received thereon and not taken into account in
determining the related Stated Principal Balance of such repurchased Mortgage
Loan;
(vii) to
pay
any expenses recoverable by the Master Servicer pursuant to Section 7.04 of
this
Agreement;
(viii) to
withdraw pursuant to Section 4.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(ix) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 10.01 hereof.
In
addition, no later than 10:00 a.m. Eastern time on the Distribution Account
Deposit Date, the Master Servicer shall withdraw from the Protected Account
and
remit to the Trustee the amount of Interest Funds (without taking into account
any reduction in the amount of Interest Funds attributable to the application
of
clause (c) of the definition thereof contained in Article I of this Agreement)
and Principal Funds collected, to the extent on deposit, and the Trustee shall
deposit such amount in the Distribution Account. In addition, on or before
the
Distribution Account Deposit Date, the Master Servicer shall remit to the
Trustee for deposit in the Distribution Account any Advances or any payments
of
Compensating Interest required to be made by the Master Servicer with respect
to
the Mortgage Loans. Furthermore, on each Distribution Account Deposit Date,
the
Master Servicer shall remit to the Trustee all Prepayment Charges collected
by
the Master Servicer with respect to the Mortgage Loans during the related
Prepayment Period. If the Master Servicer fails to remit any funds due by the
time designated herein, the Master Servicer shall pay to the Trustee, out of
its
own funds, interest accrued at the prime rate as set forth in the Wall Street
Journal, from and including the applicable due date, to but excluding the day
such funds are paid to the Trustee.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Protected Account pursuant to subclauses (i), (ii), (iv), (v), (vi) and (vii)
above. Prior to making any withdrawal from the Protected Account pursuant to
subclause (iii), the Master Servicer shall deliver to the Trustee an Officer’s
Certificate of a Servicing Officer indicating the amount of any previous Advance
or Servicing Advance determined by the Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loan(s), and their respective
portions of such Nonrecoverable Advance.
Section
4.03 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each Mortgage Loan, to the extent required by the related Mortgage
Note, the Master Servicer shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Master Servicer to compel
a
Mortgagor to establish an Escrow Account in violation of applicable
law.
Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Master Servicer
out
of related collections for any payments made with respect to each Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.05 (with respect to hazard insurance), to refund to
any
Mortgagors for any Mortgage Loans any sums as may be determined to be overages,
to pay interest, if required by law or the terms of the related Mortgage or
Mortgage Note, to such Mortgagors on balances in the Escrow Account or to clear
and terminate the Escrow Account at the termination of this Agreement in
accordance with Section 10.01 thereof. The Escrow Account shall not be a part
of
the Trust Fund.
Section
4.04 Distribution
Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Certificateholders, the Distribution Account as a segregated trust
account or accounts.
(b) All
amounts deposited to the Distribution Account shall be held by the Trustee
in
the name of the Trustee in trust for the benefit of the Certificateholders
in
accordance with the terms and provisions of this Agreement.
(c) The
Distribution Account shall constitute an Eligible Account of the Trust Fund
segregated on the books of the Trustee and held by the Trustee and the
Distribution Account and the funds deposited therein shall not be subject to,
and shall be protected from, all claims, liens, and encumbrances of any
creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person,
the
Business Day preceding such Distribution Date. All investment earnings on
amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The Trustee
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there
is
any loss on a Permitted Investment or demand deposit, the Trustee shall deposit
the amount of the loss from its own funds in the Distribution Account not later
than the applicable Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders. With respect to the
Distribution Account and the funds deposited therein, the Trustee shall take
such action as may be necessary to ensure that the Certificateholders shall
be
entitled to the priorities afforded to such a trust account (in addition to
a
claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and
applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking
corporations.
Section
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will make or cause to be made such withdrawals or transfers from the
Distribution Account for the following purposes:
(i) to
reimburse the Trustee, the Supplemental Interest Trust Trustee or the Swap
Administrator for expenses, costs and liabilities incurred by or reimbursable
to
it pursuant to this Agreement;
(ii) to
pay
investment income to the Trustee;
(iii) to
remove
amounts deposited in error;
(iv) to
make
distributions to the Swap Administrator for payment to the Swap Provider as
provided in this Agreement; and
(v) to
clear
and terminate the Distribution Account pursuant to Section 10.01.
(b) On
each
Distribution Date, the Trustee shall distribute Interest Funds and Principal
Funds in the Distribution Account to the Holders of the Certificates in
accordance with Section 5.04.
Section
4.06 Class
P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class P Certificateholders, the Class P Certificate Account as a
segregated trust account or accounts.
(b) On
the
Closing Date, the Depositor will deposit, or cause to be deposited in the Class
P Certificate Account, an amount equal to $100. All amounts deposited to the
Class P Certificate Account shall be held by the Trustee in the name of the
Trustee in trust for the benefit of the Class P Certificateholders in accordance
with the terms and provisions of this Agreement. The amount on deposit in the
Class P Certificate Account shall be held uninvested.
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01 Advances.
The
Master Servicer shall, or shall cause the related subservicer pursuant to the
Subservicing Agreement to, make an Advance (other than any balloon payments)
and
deposit such Advance in the Protected Account. Each such Advance shall be
remitted to the Distribution Account no later than 10:00 a.m. Eastern time
on
the Distribution Account Deposit Date in immediately available funds. The Master
Servicer shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If the Master Servicer
shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Master Servicer shall deliver (i) to the Trustee for the benefit
of
the Certificateholders the portion of such Advance that
is
not deemed Nonrecoverable,
if
applicable, and (ii) to the Depositor, each Rating Agency, and the Trustee
an
Officer’s Certificate setting forth the basis for such determination. Subject to
the Master Servicer’s recoverability determination, in the event that a
subservicer fails to make a required Advance, the Master Servicer shall be
required to remit the amount of such Advance to the Distribution
Account.
In
lieu
of making all or a portion of such Advance from its own funds, the Master
Servicer may (i) cause to be made an appropriate entry in its records relating
to the Protected Account that any Amount Held for Future Distributions has
been
used by the Master Servicer in discharge of its obligation to make any such
Advance and (ii) transfer such funds from the Protected Account to the
Distribution Account. Any funds so applied and transferred shall be replaced
by
the Master Servicer by deposit in the Distribution Account, no later than the
close of business on the Business Day immediately preceding the Distribution
Date on which such funds are required to be distributed pursuant to this
Agreement.
Unless
otherwise described in this Agreement, the Master Servicer shall discontinue
making Advances with respect to any second lien Mortgage Loan that becomes
60
days Delinquent. Notwithstanding anything in this Section 5.01 to the contrary,
the Master Servicer shall not be obligated to deliver an Officer’s Certificate
pursuant to the preceding sentence since no determination has been made as
to
whether such Advances are Nonrecoverable Advances. If the Master Servicer
determines that a net recovery is possible through foreclosure proceedings
or
other disposition of the second lien Mortgage Loan that becomes 60 days
Delinquent, the Master Servicer may continue making advances on such second
lien
Mortgage Loan.
The
Master Servicer shall be entitled to be reimbursed from the Protected Account
for all Advances of its own funds made pursuant to this Section as provided
in
Section 4.02. The obligation to make Advances with respect to any Mortgage
Loan
shall continue until such Mortgage Loan is paid in full or the related Mortgaged
Property or related REO Property has been liquidated or until the purchase
or
repurchase thereof (or substitution therefor) from the Trust Fund pursuant
to
any applicable provision of this Agreement, except as otherwise provided in
this
Section 5.01.
Subject
to and in accordance with the provisions of Article VIII hereof, in the event
the Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, or any other Successor Master Servicer appointed hereunder,
shall be obligated to make such Advance, subject to the provisions of this
Section 5.01. For the avoidance of doubt, if the Master Servicer discontinues
making any Advances pursuant to the third paragraph of this Section 5.01, the
Trustee shall not be obligated to make such Advances.
Section
5.02 Compensating
Interest Payments.
In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to any
Mortgage Loan, the Master Servicer shall, to the extent of the Servicing Fee
for
such Distribution Date, deposit into the Distribution Account, as a reduction
of
the Servicing Fee for such Distribution Date, no later than the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to such Prepayment Interest Shortfall; and in case of such deposit,
the Master Servicer shall not be entitled to any recovery or reimbursement
from
the Depositor, the Trustee, the Seller, the Trust Fund or the
Certificateholders.
Section
5.03 REMIC
Distributions.
On
each
Distribution Date the Trustee shall be deemed to have allocated distributions
to
the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular
Interests in accordance with Section 5.07 hereof.
Section
5.04 Distributions.
(a) Subject
to Section 3.21(c), on each Distribution Date, an amount equal to the Interest
Funds and Principal Funds for each Loan Group for such Distribution Date shall
be withdrawn by the Trustee from the Distribution Account and distributed in
the
following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) From
Interest Funds in respect of:
(i) |
Loan
Group I, to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
Certificates, the Current Interest and then any Interest Carry Forward
Amount for each such Class, on a pro
rata
basis, based on the entitlement of each such Class;
and
|
(ii) |
Loan
Group II, to the Class II-A Certificates, the Current Interest and
then
any Interest Carry Forward Amount for such Class;
|
(B) From
Interest Funds in respect of:
(i) Loan
Group I, to the Class II-A Certificates, the remaining Current Interest, if
any,
and the remaining Interest Carry Forward Amount, if any, for such Class;
and
(ii) Loan
Group II, to the Class I-A Certificates, the remaining Current Interest, if
any,
and the remaining Interest Carry Forward Amount, if any, for such Classes,
on a
pro
rata basis,
based
on
the entitlement of each such Class;
and
(C) From
remaining Interest Funds in respect of both Loan Groups, sequentially to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates, in that order, the Current Interest for
each such Class.
Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount shall be the Extra Principal
Distribution Amount and shall be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount shall be applied as Excess Cashflow and distributed pursuant
to
clauses (4)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated to the Certificates as set forth in the definition of “Current
Interest” herein and Section 1.02.
(2) On
each
Distribution Date, the Principal Distribution Amount shall be distributed in
the
following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
(i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, sequentially,
to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates,
in
that order, in each case until the Certificate Principal Balance thereof is
reduced to zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero;
(ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
(iii) |
To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
(iv) |
To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
(v) |
To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
(vi) |
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
(vii) |
To
the Class M-6 Certificates, from any remaining Principal
Distribution Amount in
respect of both Loan Groups for such Distribution Date, until the
Certificate Principal Balance thereof is reduced to zero;
|
(viii) |
To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to zero;
|
(ix) |
To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to zero;
and
|
(x) |
To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero.
|
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
(i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, sequentially,
to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates,
in
that order, the Class I-A Principal Distribution Amount for such Distribution
Date, in each case until the Certificate Principal Balance thereof is reduced
to
zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, the Class II-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero;
(ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-1 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(iii) |
To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-2 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(iv) |
To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-3 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(v) |
To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-4 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(vi) |
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-5 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(vii) |
To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-6 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(viii) |
To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-7 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
(ix) |
To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-8 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
and
|
(x) |
To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-9 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero.
|
(3) Notwithstanding
the provisions of clauses (2)(A) and (B) above, if on any Distribution Date
the
Class A Certificates related to a Loan Group are no longer outstanding, the
pro
rata
portion
of the applicable Principal Distribution Amount or the applicable Class A
Principal Distribution Amount, as applicable, otherwise allocable to such Class
A Certificates will be allocated to the remaining group of Class A Certificates
in the same manner and order of priority described above; and
(4) Any
Excess Cashflow shall be distributed in the following manner and order of
priority:
(A) To
the
Class A Certificates, (a) first, any remaining Interest Carry Forward Amount
for
such Classes, on a pro
rata basis,
in
accordance with the Interest Carry Forward Amount due with respect to each
such
Class,
to the
extent not fully paid pursuant to clause (1) (A) above
and
Section 3.21(d) and (b) second, any Unpaid Realized Loss Amount for such Classes
for such Distribution Date, on a pro
rata basis,
in
accordance with the Applied Realized Loss Amount allocated to each such
Class;
(B) From
any
remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that order, an amount equal to the Interest Carry Forward
Amount for each such Class for such Distribution Date to the extent not fully
paid pursuant to Section 3.21(d);
(C) From
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Class
of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
each
such Class for such Distribution Date, on a pro
rata
basis,
based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
such Class to the extent not paid pursuant to Section 3.21(d) and to the extent
such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii)
second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(D) From
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8
and Class M-9 Certificates, sequentially in that order, any Basis Risk Shortfall
Carry Forward Amount for each such Class for such Distribution Date, if any,
in
each case to the extent not paid pursuant to Section 3.21(d) and to the extent
such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii)
second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(E) From
any
remaining Excess Cashflow, to the Class A Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8
and Class M-9 Certificates, in that order, the amount of Relief Act Shortfalls
and any Prepayment Interest Shortfalls allocated to such Classes of
Certificates, to the extent not previously reimbursed;
(F) From
any
remaining Excess Cashflow, to the Swap Administrator for payment to the Swap
Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
owed by the Trust Fund (other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee);
(G) From
any
remaining Excess Cashflow, to the Class CE Interest and Class CE Certificates,
an amount equal to the Class CE Distribution Amount reduced by amounts
distributed in clauses (C) and (D) above; and
(H) From
any
remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each
Distribution Date, all amounts with respect to Prepayment Charges shall be
distributed to the Holders of the Class P Interest and the Class P Certificates,
provided that such distributions shall not be in reduction of the principal
balance thereof. On the Distribution Date immediately following the expiration
of the latest Prepayment Charge term as identified on the Mortgage Loan
Schedule, any amount on deposit in the Class P Certificate Account will be
distributed to the Holders of the Class P Interest and the Class P Certificates
in reduction of the Certificate Principal Balance thereof.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A Certificates or Class M Certificates has been reduced to zero, that Class
of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
IO
Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates (other than the Class P Certificates), until the
Certificate Principal Balance thereof has been reduced to zero, and such amount
will be paid pursuant to Section 3.21(f).
(b) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Master Servicer shall deposit such funds into the Protected
Account pursuant to Section 4.01(b)(iii). If, after taking into account such
Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
of
such Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the highest payment priority to which
Realized Losses have been allocated, but not by more than the amount of Realized
Losses previously allocated to that Class of Certificates pursuant to Section
5.05; provided, however, to the extent that no reductions to a Certificate
Principal Balance of any Class of Certificates currently exists as the result
of
a prior allocation of a Realized Loss, such Subsequent Recoveries will be
applied as Excess Spread. The amount of any remaining Subsequent Recoveries
will
be applied to increase the Certificate Principal Balance of the Class of
Certificates with the next highest payment priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 5.05, and so on. Holders of such Certificates will not be entitled
to
any payment in respect of Current Interest on the amount of such increases
for
any Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.
(c) Subject
to Section 10.02 hereof respecting the final distribution, on each Distribution
Date the Trustee shall make distributions to each Certificateholder of record
on
the preceding Record Date either by wire transfer in immediately available
funds
to the account of such Holder at a bank or other entity having appropriate
facilities therefor, if such Holder has so notified the Trustee at least 5
Business Days prior to the related Record Date, or, if not, by check mailed
by
first class mail to such Certificateholder at the address of such Holder
appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 10.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.
(d) On
or
before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver a report to the
Trustee in electronic form (or by such other means as the Master Servicer and
the Trustee may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Trustee such as to permit the
Trustee to prepare the Monthly Statement to Certificateholders and to make
the
required distributions for the related Distribution Date.
Section
5.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans allocated to any REMIC II Regular Interest
pursuant to Section 5.05(c) shall be allocated by the Trustee on each
Distribution Date as follows: first, to Excess Spread through an increased
distribution of the Extra Principal Distribution Amount for such Distribution
Date; second, to the Class CE Interest and Class CE Certificates, until the
Certificate Principal Balance or Uncertificated Principal Balance thereof,
as
applicable, has been reduced to zero; third, to the Class M-9 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-7 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; sixth,
to
the Class M-6 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; seventh, to the Class M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; ninth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the related
Class or Classes of Class A Certificates, on a pro
rata basis,
until the Certificate Principal Balances thereof have been reduced to zero;
and
thirteenth, to the unrelated Class or Classes of Class A Certificates, on a
pro
rata basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or to a Class CE
Interest on any Distribution Date shall be made by reducing the Certificate
Principal Balance or Uncertificated Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the Class CE Interest and
the Class CE Certificates pursuant to clause (G) of Section 5.04(a)(4). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balance or Uncertificated Principal Balance, as applicable, of the Class P
Interest and the Class P Certificates.
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the Certificates as of such Distribution Date, (other than the
Class CE Certificates and Class P Certificates) after giving effect to all
distributions and prior allocations of Realized Losses on the Mortgage Loans
on
such date, to an amount less than the aggregate Stated Principal Balance of
all
of the Mortgage Loans as of the first day of the month of such Distribution
Date
(such limitation, the “Loss Allocation Limitation”). In addition in no event
will the Certificate Principal Balance of any Certificate be reduced more than
once in respect of any particular amount both (i) allocable to such Certificate
in respect of Realized Losses and (ii) payable as principal to the Holder of
such Certificate from Remaining Excess Spread.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) (i)
All
Realized Losses on the Group I Loans shall be allocated on each Distribution
Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-60-B,
starting with the lowest numerical denomination, until the Uncertificated
Principal Balance of each such REMIC I Regular Interest has been reduced to
zero, provided that, for REMIC I Group I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated on a
pro
rata
basis
between such REMIC I Regular Interests. All Realized Losses on the Group II
Loans shall be allocated on each Distribution Date to REMIC I Regular Interest
II-1-A through REMIC I Regular Interest II-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC
I
Group II Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated on a pro
rata
basis
between such REMIC I Regular Interests.
(ii) The
REMIC
II Marker Percentage of all Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the following REMIC II
Regular Interests in the following specified percentages: first, to
Uncertificated Accrued Interest payable to the REMIC II Regular Interest AA
and
REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
Interest Loss Allocation Amount (without duplication of shortfalls allocated
pursuant to Section 1.02), 98.00% and 2.00%, respectively; second, to the
Uncertificated Principal Balances of the REMIC II Regular Interest AA and REMIC
II Regular Interest ZZ up to an aggregate amount equal to the REMIC II Principal
Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-9 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-9 has been reduced to zero; fourth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-8 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-8 has been
reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest M-7 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-7 has been reduced to zero; sixth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-6 has been reduced to zero; seventh, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-5 has been
reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-4 has been reduced to zero; ninth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-3 has been reduced to zero; tenth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-2 has been
reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-1 has been reduced to zero; twelfth,
to
the Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%,
to
the Uncertificated Principal Balances of the related REMIC II Regular Interests
X-X-0, X-X-0, X-X-0, X-X-0 and II-A, 1.00% on a pro
rata basis,
and to the Uncertificated Principal Balance of REMIC II Regular Interest ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC II Regular
Interests X-X-0, X-X-0, X-X-0, X-X-0 and II-A have been reduced to zero; and
thirteenth, to the Uncertificated Principal Balance of REMIC II Regular Interest
AA, 98.00%, to the Uncertificated Principal Balances of the unrelated REMIC
II
Regular Interests X-X-0, X-X-0, X-X-0, X-X-0 and II-A, 1.00% on a pro
rata basis,
and to the Uncertificated Principal Balance of REMIC II Regular Interest ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC II Regular
Interests X-X-0, X-X-0, X-X-0, X-X-0 and II-A have been reduced to
zero.
(iii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date after all
distributions have been made on each Distribution Date first, so as to keep
the
Uncertificated Principal Balance of each REMIC II Regular Interest ending with
the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group; second, to each REMIC II
Regular Interest ending with the designation “Sub”, so that the Uncertificated
Principal Balance of each such REMIC II Regular Interest is equal to 0.01%
of
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current aggregate Certificate Principal
Balance of the Class A Certificates related to such Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the REMIC II Subordinated Balance Ratio is maintained);
and
third, to REMIC II Regular Interest XX.
Section
5.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Trustee shall prepare and make available to
each Holder of Certificates, the Master Servicer, the Swap Provider and the
Depositor a statement setting forth for the Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general Distribution Dates;
(ii) the
total
cash flows received and the general sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the Master Servicer for the related
Due Period;
(iv) the
amount of any Net Swap Payment payable to the Trust, any Net Swap Payment
payable to the Swap Provider, any Swap Termination Payment payable to the Trust
and any Swap Termination Payment payable to the Swap Provider;
(v) the
amount of the related distribution to Holders of the Class A Certificates and
Class M Certificates (by Class) allocable to principal, separately identifying
(A) the aggregate amount of any Principal Prepayments included therein, (B)
the
aggregate of all scheduled payments of principal included therein and (C) the
Extra Principal Distribution Amount (if any);
(vi) the
amount of such distribution to Holders of each Class of Class A Certificates
and
Class M Certificates allocable to interest and the portion thereof, if any,
provided by the Swap Agreement and the amount of coverage remaining under either
credit enhancement;
(vii) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for each Class of Certificates (if any);
(viii) the
Pass-Through Rate for each Class of Class A Certificates and Class M
Certificates with respect to the current Accrual Period, and, if applicable,
whether such Pass-Through Rate was limited by the related Net Rate
Cap;
(ix) the
number and aggregate Stated Principal Balance of all of the Mortgage Loans
for
the following Distribution Date, together with updated pool composition
information including the following: weighted average mortgage rate and weighted
average remaining term;
(x)
the
Certificate Principal Balance of the Class A Certificates and Class M
Certificates before and after giving effect (i) to all distributions allocable
to principal on such Distribution Date and (ii) the allocation of any Applied
Realized Loss Amounts for such Distribution Date;
(xi) the
number and aggregate Stated Principal Balance of the Mortgage Loans in each
Loan
Group (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy)
(1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more
Delinquent, (B) in foreclosure and Delinquent (1) 30 days Delinquent, (2) 60
days Delinquent and (3) 90 days or more Delinquent and (C) in bankruptcy and
Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or
more Delinquent, in each case as of the close of business on the last day of
the
calendar month preceding
such Distribution Date,
or with
respect to the first Distribution Date, as of the close of business on the
last
day of the calendar month two months preceding such Distribution Date and
separately identifying such information for the (1) first lien Mortgage Loans,
(2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in
each
such Loan Group;
(xii) the
amount of aggregate Advances included in the distribution on such Distribution
Date (including the general purpose of such Advances), the aggregate amount
of
unreimbursed Advances as of the end of the Due Period, and the general source
of
funds for reimbursements;
(xiii) the
amount, if any, of excess cashflow or excess spread and the application of
such
excess cashflow;
(xiv) the
cumulative Realized Losses through the end of the preceding month;
(xv) if
applicable, material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the preceding calendar month or that
have become material over time;
(xvi) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month (or with respect to the first Distribution Date, any Mortgage Loan that
was liquidated during the calendar month two months prior to such Distribution
Date), the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the close of business on the prior calendar month;
(xvii) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related calendar month, or with respect the first Distribution
Date, as of the end of the calendar month two months prior to such Distribution
Date;
(xviii) with
respect to each Loan Group, material breaches of pool asset representation
or
warranties or transaction covenants;
(xix) the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate Stated Principal Balance of the Mortgage Loans that
are
60 days or more Delinquent or are in bankruptcy or foreclosure or are REO
Properties, and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans and separately identifying such information
for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage Loans,
in each case as of the end of the Prepayment Period;
(xx) whether
a
Trigger Event exists;
(xxi) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class P Certificates allocable to Prepayment Charges;
(xxii) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers and whether the trigger
was
met;
(xxiii) the
amount of the Prepayment Charges remitted by the Master Servicer and the amount
on deposit in the Reserve Fund;
(xxiv) updated
pool composition data including the following: weighted average mortgage rate
and weighted average remaining term;
(xxv) information
regarding any new issuance of securities backed by the same asset pool, any
pool
asset changes, such as additions or removals of Mortgage Loans from the Trust
Fund, if applicable; and
(xxvi) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the Trust
Fund.
The
Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund that it will notify the Trustee five
calendar days before each Distribution Date, and if no such notification occurs,
the Trustee has no obligation to report with respect to (xxvi). The Depositor
covenants to the Trustee that there will be no new issuance of securities backed
by the same asset pool, so the Trustee will only be responsible in (xxv) above
for reporting any pool asset changes, such as additions or removals of Mortgage
Loans from the Trust Fund.
The
Trustee may make the foregoing Monthly Statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and the Swap Provider via the
Trustee’s internet website. The Trustee’s internet website shall initially be
located at “xxx.xxxxxxxx.xxx”. Assistance in using the website can be obtained
by calling the the Trustee at (000) 000-0000. Parties that are unable to use
the
above distribution options are entitled to have a paper copy mailed to them
via
first class mail by calling the Trustee and indicating such. The Trustee may
change the way Monthly Statements are distributed in order to make such
distributions more convenient or more accessible to the above
parties.
(b) The
Trustee’s responsibility for making the above information available to the
Certificateholders is limited to the availability, timeliness and accuracy
of
the information derived from the parties providing the information to the
Trustee. The Trustee will make available a copy of each statement provided
pursuant to this Section 5.06 to each Rating Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
cause to be furnished upon request to each Person who at any time during the
calendar year was a Certificateholder, a statement containing the information
(only with respect to principal and interest) set forth in clauses (a)(v) and
(a)(vi) of this Section 5.06 aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in
effect.
(d) Upon
filing with the Internal Revenue Service, the Trustee shall furnish to the
Holders of the Residual Certificates the applicable Form 1066 and each
applicable Form 1066Q and shall respond promptly to written requests made not
more frequently than quarterly by any Holder of a Residual Certificate with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
class of Regular Interests and Residual Interests created hereunder and on
the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests or
bad
debt deductions claimed with respect to the Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 9.12.
Section
5.07 REMIC
Designations and REMIC Distributions.
(a) The
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V
and REMIC VI shall be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of
this Agreement shall be resolved in a manner that preserves the validity of
such
REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
all
interest owing in respect of and principal due thereon, the Distribution
Account, the Protected Account, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
any
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral Account and any rights or obligations in respect of the Swap
Administration Agreement). The REMIC I Regular Interests shall constitute the
assets of REMIC II. The REMIC II Regular Interests shall constitute the assets
of REMIC III. The Class CE Interest shall constitute the assets of REMIC IV.
The
Class P Interest shall constitute the assets of REMIC V. The Class IO Interest
shall constitute the assets of REMIC VI.
(b) (1)On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from
the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests I-1-A through I-60-B,
on
a
pro
rata basis,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group I, in each case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated on a pro
rata basis
between such REMIC I Regular Interests; and
(iii)
any
remaining amount to the Holders of the Class R-1 Certificates.
(2) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group II, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC I Regular Interests II-1-A through II-60-B, on
a
pro
rata basis,
in
an amount equal to (A) the Uncertificated Accrued Interest for such REMIC I
Regular Interests for such Distribution Date, plus (B) any amounts payable
in
respect thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group II, in each case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests II-1-A through II-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group
II
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated on a pro
rata basis
between such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(3) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
shall be deemed distributed to REMIC I Regular Interest P, provided that such
amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular
Interest P. On the Distribution Date immediately following the expiration of
the
latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
$100
shall be deemed distributed in respect of REMIC I Regular Interest P in
reduction of the Uncertificated Principal Balance thereof.
(c) (1)On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests
(other
than REMIC II Regular Interest P) or withdrawn from the Distribution Account
and
distributed to the Holders of the Class R-2 Certificates, as the case may
be:
(i) from
Interest Funds and Principal Funds for both Loan Groups, in each case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, to the holders of REMIC II Regular Interest IO, in an amount equal
to
(A) the Uncertificated Accrued Interest for such REMIC II Regular Interest
for
such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from previous Distribution Dates;
(ii) to
the
extent of the REMIC II Marker Allocation Percentage of the Interest Funds and
Principal Funds for both Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of each REMIC II Regular
Interest (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp,
XX and P), on a pro
rata basis,
in
an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
shall
be reduced when the REMIC II Overcollateralization Amount is less than the
REMIC
II Required Overcollateralization Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC II Regular
Interest for which a Class A Certificate or Class M Certificate is the
Corresponding Certificate in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by such amount;
(iii) to
the
extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds
and
Principal Funds for both Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of REMIC II Regular Interest
1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC
II Regular Interest 2-Grp and REMIC II Regular Interest XX, on a pro
rata basis,
an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interests
IO,
1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an amount equal to the REMIC II Marker
Allocation Percentage of the remainder of the Interest Funds and Principal
Funds
for both Loan Groups, in each case, determined without regard to the related
clause (2)(ii) of the definitions thereof, after the distributions made pursuant
to clauses (i), (ii) and (iii) above, allocated as follows:
(A) 98%
of
such remainder to the holders of REMIC II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero, and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-2 Certificates;
(v) to
the
holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation
Percentage of the remainder of the Interest Funds and Principal Funds for both
Loan Groups, in each case, determined without regard to the related clause
(2)(ii) of the definitions thereof, after the distributions made pursuant to
clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated
Principal Balance of each REMIC II Regular Interest ending with the designation
“Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group; second, to each REMIC II Regular Interest
ending with the designation “Sub”, so that the Uncertificated Principal Balance
of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current aggregate Certificate Principal Balance of the Class
A Certificates related to such Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that
the
REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular
Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; and fourth, any remaining amount to the Holders
of
the Class R-2 Certificates.
(2) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
deemed distributed in respect of REMIC I Regular Interest P shall be deemed
to
be distributed to REMIC II Regular Interest P, provided that such amounts shall
not reduce the Uncertificated Principal Balance of REMIC II Regular Interest
P.
On the Distribution Date immediately following the expiration of the latest
Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount
equal to $100 deemed distributed in respect of REMIC I Regular Interest P in
reduction of the Uncertificated Principal Balance thereof shall be deemed to
be
distributed to REMIC II Regular Interest P in reduction of the Uncertificated
Principal Balance thereof.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC III to the
holders of each REMIC III Regular Interest the ownership of which is represented
by the Class A Certificates and Class M Certificates at a pass-through rate
equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the
Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular
Interest the ownership of which is represented by the Corresponding Certificate
for such Distribution Date, in each case on a principal balance equal to the
Certificate Principal Balance of the Corresponding Certificate for such
Distribution Date. For the avoidance of doubt, principal shall be payable to,
and shortfalls, losses and prepayments shall be allocable to, the REMIC III
Regular Interests the ownership of which is represented by the Class A
Certificates and Class M Certificates as such amounts are payable and allocable
to the Corresponding Certificates.
(e) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class CE Distribution Amount
distributable to the Class CE Interest.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest P shall be deemed distributed by REMIC III to REMIC V in respect of
the
Class P Interest.
(g) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect
of
the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI
in
respect of REMIC VI Regular Interest IO for deposit into the Supplemental
Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-5. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
Class
|
Minimum
Denomination
|
Integral
Multiple in
Excess
of Minimum
|
Original
Certificate Principal Balance or
Notional
Amount
|
|||||||
I-A-1
|
$
|
100,000
|
$
|
1.00
|
$
|
235,071,000.00
|
||||
I-A-2
|
$
|
100,000
|
$
|
1.00
|
$
|
92,309,000.00
|
||||
I-A-3
|
$
|
100,000
|
$
|
1.00
|
$
|
63,813,000.00
|
||||
I-A-4
|
$
|
100,000
|
$
|
1.00
|
$
|
39,919,000.00
|
||||
II-A
|
$
|
100,000
|
$
|
1.00
|
$
|
210,625,000.00
|
||||
M-1
|
$
|
100,000
|
$
|
1.00
|
$
|
53,007,000.00
|
||||
M-2
|
$
|
100,000
|
$
|
1.00
|
$
|
41,711,000.00
|
||||
M-3
|
$
|
100,000
|
$
|
1.00
|
$
|
13,469,000.00
|
||||
M-4
|
$
|
100,000
|
$
|
1.00
|
$
|
13,469,000.00
|
||||
M-5
|
$
|
100,000
|
$
|
1.00
|
$
|
14,338,000.00
|
||||
M-6
|
$
|
100,000
|
$
|
1.00
|
$
|
6,517,000.00
|
||||
M-7
|
$
|
100,000
|
$
|
1.00
|
$
|
13,035,000.00
|
||||
M-8
|
$
|
100,000
|
$
|
1.00
|
$
|
9,993,000.00
|
||||
M-9
|
$
|
100,000
|
$
|
1.00
|
$
|
14,338,000.00
|
||||
CE
|
10
|
%
|
1
|
%
|
$
|
868,973,311.13(1)
|
|
|||
P
|
$
|
100.00
|
N/A
|
$
|
100.00
|
|||||
R-1
|
100
|
%
|
N/A
|
N/A
|
||||||
R-2
|
100
|
%
|
N/A
|
N/A
|
||||||
R-3
|
100
|
%
|
N/A
|
N/A
|
||||||
RX
|
100
|
%
|
N/A
|
N/A
|
(1) This
is a
Notional Amount.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Trustee by an authorized officer. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or
did
not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the countersignature
of the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Depositor, or any affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Trustee on a continuous
basis, an adequate inventory of Certificates to facilitate
transfers.
Section
6.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Trustee shall maintain, or cause to be maintained in accordance with the
provisions of Section 6.09 hereof, a Certificate Register for the Trust Fund
in
which, subject to the provisions of subsections (b) and (c) below and to such
reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of Transfers and exchanges of Certificates
as
herein provided. Upon surrender for registration of Transfer of any Certificate,
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class and
of
like aggregate Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates
are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of Transfer or exchange shall be accompanied by a written instrument of Transfer
in form satisfactory to the Trustee duly executed by the Holder thereof or
his
attorney duly authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Trustee in accordance with the
Trustee’s customary procedures.
(b) Subject
to Section 6.07 and, in the case of any Global Certificate or Private
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Trustee maintained for such purpose, the Trustee shall sign,
countersign and shall deliver, in the name of the designated transferee or
transferees, a new Certificate of a like Class and aggregate Percentage
Interest, but bearing a different number.
(c) Subject
to subsection 6.02(g), so long as a Global Certificate of such Class is
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in such Global Certificate, or transfers by Holders of
Individual Certificates of such Class to transferees that take delivery in
the
form of beneficial interests in the Global Certificate, may be made only in
accordance with this subsection 6.02(c) and in accordance with the rules of
the
Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Trustee shall register such transfer only upon compliance with the provisions
of
subsection 6.02(h).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Trustee shall register such transfer only upon compliance with the
provisions of subsection 6.02(h).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Trustee shall register such transfer if the transferee has
provided the Trustee with a Rule 144A and Related Matters Certificate or
comparable evidence as to its QIB status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB.
(d) Subject
to subsection 6.02(g), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such
Class, an exchange of an Individual Certificate or Certificates of a Class
for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding
and
is held by or on behalf of the Depository) may be made only in accordance with
this subsection 6.02(d) and in accordance with the rules of the
Depository:
(i) A
Holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
Holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Trustee a Rule 144A and Related
Matters Certificate or comparable evidence as to its QIB status.
(iii) A
Holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(e) (i)Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Trustee shall cancel such Individual Certificate and shall (or shall request
the Depository to) endorse on the schedule affixed to the applicable Global
Certificate (or on a continuation of such schedule affixed to the Global
Certificate and made a part thereof) or otherwise make in its books and records
an appropriate notation evidencing the date of such exchange or transfer and
an
increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred
therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Trustee shall (or shall request the Depository to) endorse on the
schedule affixed to such Global Certificate (or on a continuation of such
schedule affixed to such Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this Section 6.02,
the
Holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 6.01 above or any integral multiple of $1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Trustee in the case of transfer and a written request for exchange in the case
of exchange. The Holder of a beneficial interest in a Global Certificate may,
subject to the rules and procedures of the Depository, cause the Depository
(or
its nominee) to notify the Trustee in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Trustee
shall, within a reasonable time period of such request made at the Corporate
Trust Office, sign, countersign and deliver at the Corporate Trust Office,
to
the transferee (in the case of transfer) or Holder (in the case of exchange)
or
send by first class mail at the risk of the transferee (in the case of transfer)
or Holder (in the case of exchange) to such address as the transferee or Holder,
as applicable, may request, an Individual Certificate or Certificates, as the
case may require, for a like aggregate Percentage Interest and in such
authorized denomination or denominations as may be requested. The presentation
for transfer or exchange of any Individual Certificate shall not be valid unless
made at the Corporate Trust Office by the registered Holder in person, or by
a
duly authorized attorney-in-fact.
(h) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities Act
and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee in
writing the facts surrounding the Transfer by (x)(i) the delivery to the Trustee
by the Certificateholder desiring to effect such transfer of a certificate
substantially in the form set forth in Exhibit D (the “Transferor Certificate”)
and (ii) the delivery by the Certificateholder’s prospective transferee of (A) a
letter in substantially the form of Exhibit E (the “Investment Letter”) if the
prospective transferee is an Institutional Accredited Investor or (B) a letter
in substantially the form of Exhibit F (the “Rule 144A and Related Matters
Certificate”) if the prospective transferee is a QIB or (y) there shall be
delivered to the Trustee an Opinion of Counsel addressed to the Trustee that
such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor, the Sellers,
the Master Servicer or the Trustee; provided,
however,
that
such representation letters will not be required in connection with any transfer
of any such Certificate by the Depositor to an affiliate of the Depositor and
the Trustee and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor. Notwithstanding
the provisions of the immediately preceding sentence, no restrictions shall
apply with respect to the transfer or registration of transfer of a beneficial
interest in any Certificate that is a Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class provided that each such transferee shall be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB. The Depositor shall provide to any Holder of a Private Certificate and
any
prospective transferee designated by any such Holder, information regarding
the
related Certificates and the Mortgage Loans and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule
144A. The Trustee and the Master Servicer shall cooperate with the Depositor
in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Sellers and the Master Servicer against any liability that may result if
the
Transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of any Class CE Certificate shall be made unless the proposed
transferee of such Class CE Certificate (1) provides to the Trustee the
appropriate tax certification form that would eliminate any withholding or
deduction for taxes from amounts payable by the Swap Provider, pursuant to
the
Swap Agreement, to the Swap Administrator on behalf of the Supplemental Interest
Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as
applicable (or any successor form thereto), together with any applicable
attachments) and (2) agrees to update such form (a) upon expiration of any
such
form, (b) as required under then applicable U.S. Treasury regulations and (c)
promptly upon learning that such form has become obsolete or incorrect, each
as
a condition to such transfer. In addition, no transfer of any Class CE
Certificate shall be made if such transfer would cause the Supplemental Interest
Trust to be beneficially owned by two or more persons for federal income tax
purposes, or continue to be so treated, unless (i) each proposed transferee
of
such Class CE Certificate complies with the foregoing conditions and (ii) the
proposed majority holder of the Class CE Certificates (or each holder, if there
is or would be no majority holder) (A) provides, or causes to be provided,
on
behalf of the Supplemental Interest Trust, if applicable, to the Trustee, the
appropriate tax certification form that would be required from the Supplemental
Interest Trust to eliminate any withholding or deduction for taxes from amounts
payable by the Swap Provider, pursuant to the Swap Agreement, to the Swap
Administrator on behalf of the Supplemental Interest Trust (i.e., IRS Form
W-9
or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor
form thereto), together with any applicable attachments) and (B) agrees to
update such form (x) upon expiration of any such form, (y) as required under
then applicable U.S. Treasury regulations and (z) promptly upon learning that
such form has become obsolete or incorrect. If, under applicable U.S. Treasury
regulations, such tax certification form may only be signed by a trustee acting
on behalf of the Supplemental Interest Trust, then the Supplemental Interest
Trust Trustee shall sign such certification form if so requested by a holder
of
the Class CE Certificates. Upon receipt of any tax certification form pursuant
to the conditions set forth in this paragraph from a holder of any Class CE
Certificate, the Trustee shall forward such tax certification form to the
Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall forward such tax certification form provided to it to the Swap Provider.
Each holder of a Class CE Certificate and each transferee thereof shall be
deemed to have consented to the Supplemental Interest Trust Trustee forwarding
to the Swap Provider any tax certification form it has provided and updated
in
accordance with these transfer restrictions.
Any
purported sales or transfers of any Class CE Certificate to a transferee which
does not comply with the requirements of this paragraph shall be deemed null
and
void under this Agreement.
Prior
to
the termination of the Supplemental Interest Trust, each beneficial owner of
a
Class A Certificate or Class M Certificate or any interest therein, shall be
deemed to have represented by virtue of its acquisition or holding of the
Offered Certificate, or interest therein that either (i) such transferee is
not
an employee benefit plan subject to Section 406 of ERISA or a plan subject
to
Section 4975 of the Code (either a “Plan”), or a Person acting on behalf of a
Plan or using the assets of a Plan, or (ii) the transferee provides a
representation, or is deemed to represent in the case of the Global Certificate
that (A) such plan is an accredited investor within the meaning of the Exemption
and (B) the proposed transfer or holding of such Certificate and the separate
right to receive payments from the Supplemental Interest Trust are eligible
for
exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14,
XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
a Class M Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (a)(i) it is not a Plan or investing with “Plan
Assets” within the meaning of Department of Labor Regulation 29 C.F.R.
2510.3-101, as modified by Section 3(42) of ERISA, (ii) it has acquired and
is
holding such certificate in reliance on the Exemption, and that it understands
that there are certain conditions to the availability of the Exemption,
including that the certificate must be rated, at the time of purchase, not
lower
than “BBB-” (or its equivalent) by S&P, Fitch, Dominion Bond Rating Service
Limited (known as DBRS Limited), Dominion Bond Rating Service, Inc. (known
as
DBRS, Inc.) or Xxxxx’x, and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an “insurance company general account,” as
such term is defined in PTCE 95-60, and (3) the conditions in Sections I and
III
of PTCE 95-60 have been satisfied.
Neither
the Trustee nor the Master Servicer will be required to monitor, determine
or
inquire as to compliance with the transfer restrictions with respect to the
Global Certificates. Any attempted or purported transfer of any Certificate
in
violation of the provisions of this Section 6.02 shall be void ab initio and
such Certificate shall be considered to have been held continuously by the
prior
permitted Certificateholder. Any transferor of any Certificate in violation
of
such provisions, shall indemnify and hold harmless the Trustee and the Master
Servicer from and against any and all liabilities, claims, costs or expenses
incurred by the Trustee or the Master Servicer as a result of such attempted
or
purported transfer. Neither the Trustee nor the Master Servicer shall have
any
liability for transfer of any such Global Certificates in or through book-entry
facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth
herein. Neither
the Trustee nor the Master Servicer shall be required to monitor, determine
or
inquire as to compliance with the transfer restrictions with respect to any
ERISA Restricted Certificate that is a Book-Entry Certificate, and neither
the Trustee nor the Master Servicer shall have any liability for transfers
of
any such Book-Entry Certificates made through the book-entry facilities of
any
Depository or between or among participants of the Depository or Certificate
Owners made in violation of the transfer restrictions set forth herein. Neither
the Trustee nor the Master Servicer shall be under any liability to any Person
for any registration or transfer of any ERISA Restricted Certificate that is
in
fact not permitted by this Section 6.02(h) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement. The Trustee shall be
entitled, but not obligated, to recover from any Holder of any ERISA Restricted
Certificate that was in fact a Plan or a Person acting on behalf of a Plan
at
the time it became a Holder or, at such subsequent time as it became a Plan
or
Person acting on behalf of a Plan, all payments made on such ERISA Restricted
Certificate at and after either such time. Any such payments so recovered by
the
Trustee shall be paid and delivered by the Trustee to the last preceding Holder
of such Certificate that is not a Plan or Person acting on behalf of a
Plan.
No
Transfer of a Class CE, Class P or Residual Certificate shall be made unless
either (i) the transferee of such Certificate provides a representation, or
is
deemed to represent in the case of a Global Certificate, to the Trustee and
the
Master Servicer acceptable to and in form and substance satisfactory to the
Trustee and the Master Servicer, to the effect that such transferee is not
a
Plan, or a Person acting on behalf of a Plan or using the assets of a Plan,
or
(ii) in the case of any such Certificate presented for registration in the
name
of a Plan, or a trustee of a Plan or any other person acting on behalf of a
Plan, the Trustee shall have received an Opinion of Counsel for the benefit
of
the Trustee and the Master Servicer and on which they may rely, satisfactory
to
the Trustee, to the effect that the purchase and holding of such Certificate
are
permissible under applicable law, will not result in any prohibited transactions
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Master Servicer or the Depositor to any obligation in addition to those
expressly undertaken in this Agreement, which Opinion of Counsel shall not
be an
expense of the Trustee, the Master Servicer or the Depositor.
(i) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless, in addition to the certificates required
to
be delivered to the Trustee under subsection (h) above, the Trustee shall have
been furnished with an affidavit and agreement of the initial owner or the
proposed transferee in the form attached hereto as Exhibit C (a “Transferee
Affidavit”) and an affidavit of the transferor in the form attached hereto as
Exhibit Q (a “Transferor Affidavit”).
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual
Certificate or to cause the Transfer of an Ownership Interest in a Residual
Certificate to any other Person if it has actual knowledge that such Person
is
not a Permitted Transferee and (D) to provide the Trustee and the Depositor
with
a Tranferor Affidavit.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 6.02(i) shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 6.02(i), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 6.02(h) and this Section 6.02(i) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transferee Affidavit and Transferor
Affidavit. The Trustee shall be entitled but not obligated to recover from
any
Holder of a Residual Certificate that was in fact not a Permitted Transferee
at
the time it became a Holder or, at such subsequent time as it became other
than
a Permitted Transferee, all payments made on such Residual Certificate at and
after either such time. Any such payments so recovered by the Trustee shall
be
paid and delivered by the Trustee to the last preceding Permitted Transferee
of
such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Trustee, all information necessary to compute any tax imposed under Section
860E(e) of the Code as a result of a Transfer of an Ownership Interest in a
Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
6.02(i) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trustee of an Opinion of Counsel addressed to the Trustee,
which
Opinion of Counsel shall not be an expense of the Trustee, the Sellers or the
Master Servicer to the effect that the elimination of such restrictions, or
any
Transfer allowed by the elimination of such restrictions, will not cause REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, as applicable, to fail
to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based
on an
Opinion of Counsel addressed to the Trustee and furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate that is held by
a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(j) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 6.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Sellers or the Master Servicer.
Section
6.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof and (b) there is delivered to the
Trustee such security or indemnity as may be required by them to save each
of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any
new
Certificate under this Section 6.03, the Trustee may require the payment of
a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses
of
the Trustee) connected therewith. Any replacement Certificate issued pursuant
to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
Section
6.04 Persons
Deemed Owners.
The
Trustee and any agent of the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose
of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Trustee nor any agent of the Trustee shall be
affected by any notice to the contrary.
Section
6.05 Access
to List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Trustee, (b) state that such Certificateholders desire to communicate with
other
Certificateholders with respect to their rights under this Agreement or under
the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the Depositor or the Master
Servicer shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the Depositor, the Master Servicer or such Certificateholders at such
recipients’ expense the most recent list of the Certificateholders of the Trust
Fund held by the Trustee, if any. The Depositor and every Certificateholder,
by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section
6.06 Book-Entry
Certificates.
The
Regular Certificates (other than the Class CE Certificates and Class P
Certificates), upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates, to
be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of such Certificates will
receive a definitive certificate representing such Certificate Owner’s interest
in such Certificates, except as provided in Section 6.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
6.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor and the Trustee may deal with the Depository and the Depository
Participants for all purposes (including the making of distributions) as the
authorized representative of the respective Certificate Owners of such
Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Trustee except
to
another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 6.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants;
(f) the
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants;
and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
The
Private Certificates shall initially be held in fully registered certificated
form. If at any time the Holders of all of the Certificates of one or more
such
Classes request that the Trustee cause such Class to become Global Certificates,
the Depositor (with the assistance of the Trustee) will take such action as
may
be reasonably required to cause the Depository to accept such Class or Classes
for trading if it may legally be so traded. If at anytime there are to be Global
Certificates, the Global Certificates shall be delivered to the Depository
by
the Depositor or deposited with the Trustee as custodian for the
Depository.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
Section
6.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Trustee shall give all such notices and communications
to the Depository.
Section
6.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Trustee that the Depository is
no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Depositor is
unable to locate a qualified successor or (b) the Depositor, with the consent
of
Depository Participants, advises the Trustee that it elects to terminate the
book-entry system with respect to such Certificates through the Depository,
then
the Trustee shall notify all Certificate Owners of such Certificates, through
the Depository, of the occurrence of any such event and of the availability
of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall countersign and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee shall be liable for any delay in delivery of
such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Trustee to exchange or cause the exchange of the Certificate Owner’s
interest in such Class of Certificates for an equivalent Voting Right in fully
registered definitive form. Upon receipt by the Trustee of instructions from
the
Depository directing the Trustee to effect such exchange (such instructions
to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required
by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant’s account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner’s Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class
of
Certificates by the amount of the definitive Certificates.
Section
6.09 Maintenance
of Office or Agency.
The
Trustee will maintain or cause to be maintained at its expense an office or
offices or agency or agencies at the Corporate Trust Office where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01 Liabilities
of the Depositor and the Master Servicer.
Each
of
the Depositor, and the Master Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by it herein.
Section
7.02 Merger
or Consolidation of the Depositor or the Master Servicer.
(a) Each
of
the Depositor and the Master Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the state
of
its incorporation, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.
(b) Any
Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be
the
successor of the Depositor or the Master Servicer hereunder, without the
execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section
7.03 Indemnification
of the Trustee and the Master Servicer.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons including LaSalle
Bank National Association as Trustee and in its individual capacity only to
the
extent of its performance of its duties hereunder, and to hold them harmless
against, any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, including any powers of attorney delivered pursuant to this
Agreement, the Custodial Agreement or the Certificates (i) related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall
have
given the Master Servicer and the Seller written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that the failure to give such notice shall not
relieve the Master Servicer of its indemnification obligations hereunder. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.
(b) The
Seller will indemnify any Indemnified Person including LaSalle Bank National
Association as Trustee and in its individual capacity only to the extent of
its
performance of its duties hereunder for any loss, liability or expense of any
Indemnified Person not otherwise paid or covered pursuant to subsection (a)
above.
Section
7.04 Limitations
on Liability of the Depositor, the Master Servicer and Others.
Subject
to the obligation of the Master Servicer to indemnify the Indemnified Persons
pursuant to Section 7.03:
(a) Neither
the Depositor, the Master Servicer nor any of the directors, officers, employees
or agents of the Depositor and the Master Servicer shall be under any liability
to the Indemnified Persons, the Trust Fund or the Certificateholders for taking
any action or for refraining from taking any action in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of such Person’s willful
misfeasance, bad faith or gross negligence in the performance of duties or
by
reason of reckless disregard of obligations and duties hereunder.
(b) The
Depositor, the Master Servicer and any director, officer, employee or agent
of
the Depositor and the Master Servicer may rely in good faith on any document
of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder.
(c) The
Depositor, the Master Servicer, LaSalle Bank National Association as Trustee
and
in its individual capacity only to the extent of its performance of its duties
hereunder, the Custodian and any director, officer, employee or agent of the
Depositor, the Master Servicer, the Trustee, the Custodian shall be indemnified
by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on
their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Custodial Agreement or the Certificates,
other than (i) in the case of the Master Servicer, (x) any such loss, liability
or expense related to the Master Servicer’s failure to perform its duties in
compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or (y) any such
loss, liability or expense incurred by reason of the Master Servicer’s willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder, or by reason of reckless disregard of obligations and duties
hereunder, (ii) in the case of the Trustee, any such loss, liability or expense
incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence
in the performance of its duties hereunder, or by reason of its reckless
disregard of obligations and duties hereunder and (iii) in the case of the
Custodian, any such loss, liability or expense incurred by reason of the
Custodian’s willful misfeasance, bad faith or negligence in the performance of
its duties under the Custodial Agreement, or by reason of its reckless disregard
of obligations and duties thereunder.
(d) Neither
the Depositor nor the Master Servicer shall be under any obligation to appear
in, prosecute or defend any legal action that is not incidental to its duties
under this Agreement and that in its opinion may involve it in any expense
or
liability; provided, however, the Master Servicer may in its discretion, with
the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom (expect any
loss,
liability or expense incurred by reason of reckless disregard of obligations
and
duties hereunder) shall be expenses, costs and liabilities of the Trust Fund,
and the Master Servicer shall be entitled to be reimbursed therefor out of
the
Protected Account as provided by Section 4.02. Nothing in this subsection
7.04(d) shall affect the Master Servicer’s obligation to service and administer
the Mortgage Loans pursuant to Article III.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
Section
7.05 Master
Servicer Not to Resign.
Except
as provided in Section 7.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior consent
of
the Trustee (which consents shall not be unreasonably withheld) or (ii) upon
a
determination that any such duties hereunder are no longer permissible under
applicable law and such impermissibility cannot be cured. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel, addressed to and delivered to, the Trustee. No such
resignation by the Master Servicer shall become effective until the Trustee
or a
successor to the Master Servicer reasonably satisfactory to the Trustee shall
have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 8.02 hereof. The Trustee shall notify the Rating
Agencies of the resignation of the Master Servicer.
Section
7.06 Successor
Master Servicer. In connection with the appointment of any Successor Master
Servicer or the assumption of the duties of the Master Servicer, the Trustee
may
make such arrangements for the compensation of such Successor Master Servicer
out of payments on the Mortgage Loans as the Trustee and such Successor Master
Servicer shall agree. If the Successor Master Servicer does not agree that
such
market value is a fair price, such Successor Master Servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single family mortgage loans. In no event shall the compensation of any
Successor Master Servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.
Section
7.07 Sale
and Assignment of Master Servicing. The Master Servicer may sell and assign
its rights and delegate its duties and obligations in its entirety as Master
Servicer under this Agreement; provided, however, that: (i) the purchaser or
transferee accepting such assignment and delegation (a) shall be a Person which
shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac;
(b)
shall have a net worth of not less than $15,000,000 (unless otherwise approved
by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective
date
of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating
Agency’s rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter
to
such effect delivered to the Master Servicer and the Trustee (at the expense
of
the Master Servicer); and (iii) the Master Servicer assigning and selling the
master servicing shall deliver to the Trustee an Officer’s Certificate and an
Opinion of Counsel addressed to the Trustee, each stating that all conditions
precedent to such action under this Agreement have been completed and such
action is permitted by and complies with the terms of this Agreement. No such
assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01 Events
of Default.
“Event
of
Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Trustee any amounts received
or
collected by the Master Servicer in respect of the Mortgage Loans and required
to be remitted by it hereunder (other than any Advance), which failure shall
continue unremedied for one Business Day after the date on which written notice
of such failure shall have been given to the Master Servicer by the Trustee
or
the Depositor, or to the Trustee and the Master Servicer by the Holders of
Certificates evidencing not less than 25% of the Voting Rights evidenced by
the
Certificates;
(ii) other
than with respect to clause (vii) below, any failure by the Master Servicer
to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in this Agreement or
any
breach of a representation or warranty by the Master Servicer, which failure
or
breach shall continue unremedied for a period of 60 days after the date on
which
written notice of such failure shall have been given to Master Servicer by
the
Trustee or the Depositor, or to the Trustee and the Master Servicer by the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates;
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer;
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 7.05 or 7.07;
(vii) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.13, 3.14 or 3.16; or
(viii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New
York
City time on the Distribution Account Deposit Date.
If
an
Event of Default shall occur, then, and in the case of an Event of Default
described in clauses (i) through (vii) above, so long as such Event of Default
shall not have been remedied, the Trustee may, and, at the direction of the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall, by notice in writing to the Master Servicer
and the Swap Provider (with a copy to each Rating Agency), terminate all of
the
rights and obligations of the Master Servicer under this Agreement and in and
to
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. Notwithstanding anything to the contrary contained
in this Agreement, the Trustee shall only terminate the Master Servicer for
an
Event of Default as described in clause (vii) above upon direction from the
Depositor. If an Event of Default described in clause (viii) of this Section
8.01 shall occur, the Trustee shall, by notice in writing to the Master
Servicer, which may be delivered by telecopy, immediately terminate all of
the
rights and obligations of the Master Servicer thereafter arising under this
Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Advances and other advances of its
own
funds, and the Trustee shall act as provided in Section 8.02 to carry out the
duties of the Master Servicer, including the obligation to make any Advance
the
nonpayment of which was an Event of Default described in clause (viii) of this
Section 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
On
or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer hereunder, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 8.02 (a “Successor Master Servicer”). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer
is a
successor to the Master Servicer, make any Advance required by Article V,
subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the terminated
Master Servicer, as attorney- in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary
or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of any Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VII or Article IX. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’s responsibilities and rights hereunder, including, without limitation,
the transfer to the applicable Successor Master Servicer of all cash amounts
which shall at the time be credited to the Protected Account maintained pursuant
to Section 4.02, or thereafter be received with respect to the applicable
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default known to the Trustee.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan that was due prior to the notice terminating the
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which the Master Servicer
would have been entitled pursuant to Sections 4.02 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which arose
prior to the termination of its activities hereunder.
Section
8.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 8.01 hereof the Trustee shall automatically become the successor to
the
Master Servicer with respect to the transactions set forth or provided for
herein and after a transition period (not to exceed 90 days), shall be subject
to all the responsibilities, duties and liabilities relating thereto placed
on
the Master Servicer by the terms and provisions hereof; provided, however that,
pursuant to Article V hereof, the Trustee in its capacity as Successor Master
Servicer shall be responsible for making any Advances required to be made by
the
Master Servicer immediately upon the termination of the Master Servicer and
any
such Advance shall be made on the Distribution Date on which such Advance was
required to be made by the predecessor Master Servicer. Effective on the date
of
such notice of termination, as compensation therefor, the Trustee shall be
entitled to all compensation, reimbursement of expenses and indemnification
that
the Master Servicer would have been entitled to if it had continued to act
hereunder, provided, however, that the Trustee shall not be (i) liable for
any
acts or omissions of the Master Servicer, (ii) obligated to make Advances if
it
is prohibited from doing so under applicable law, (iii) responsible for expenses
of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
losses on any Permitted Investment directed by the Master Servicer.
Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to
so
act, or shall, if it is prohibited by applicable law from making Advances
pursuant to Article V or if it is otherwise unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution the appointment of which does not adversely affect
the then current rating of the Certificates by each Rating Agency as the
successor to the Master Servicer hereunder in the assumption of all or any
part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx
Mae
and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth
of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall
not be unreasonably withheld) and (iii) be willing to act as successor servicer
of any Mortgage Loans under this Agreement, and shall have executed and
delivered to the Depositor and the Trustee an agreement accepting such
delegation and assignment, that contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 8.01 or
as
otherwise set forth herein), with like effect as if originally named as a party
to this Agreement, provided that each Rating Agency shall have acknowledged
in
writing that its rating of the Certificates in effect immediately prior to
such
assignment and delegation will not be qualified or reduced as a result of such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 8.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall act in such capacity
as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of
payments on Mortgage Loans or otherwise as it and such successor shall agree;
provided that no such compensation unless agreed to by the Certificateholders
shall be in excess of that permitted the Master Servicer hereunder. The Trustee
and such successor shall take such action, consistent with this Agreement,
as
shall be necessary to effectuate any such succession. Neither the Trustee nor
any other Successor Master Servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused
by
the failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to
it.
The
costs
and expenses of the Trustee in connection with the termination of the Master
Servicer, appointment of a Successor Master Servicer and, if applicable, any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Master Servicer to service
the
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer as successor servicer under any
Subservicing Agreement shall give notice to the applicable Mortgagors of such
change of servicer and shall, during the term of its service as successor
servicer maintain in force the policy or policies that the Master Servicer
is
required to maintain pursuant to Section 3.08.
Section
8.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders, the Swap
Provider and to each Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and the Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing over 50% of the Voting Rights may, on behalf
of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except
a
default in the making of or the causing to be made of any required distribution
on the Certificates. Upon any such waiver of a past default, such default shall
be deemed to cease to exist, and any Event of Default arising therefrom shall
be
deemed to have been timely remedied for every purpose of this Agreement. No
such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Trustee shall
give notice of any such waiver to the Rating Agencies.
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01 Duties
of Trustee.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement
as duties of the Trustee. If an Event of Default has occurred and has not been
cured or waived, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and the same degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the
conduct of such Person’s own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Trustee pursuant to any provision of this Agreement, the
Trustee shall examine them to determine whether they are in the form required
by
this Agreement; provided, however, that the Trustee shall not be responsible
for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer;
provided, further, that the Trustee shall not be responsible for the accuracy
or
verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Trustee shall make monthly distributions and the final
distribution to the Certificateholders from funds in the Distribution Account
as
provided in Sections 5.04 and 10.01 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided, however, that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of all
such Events of Default which may have occurred, the duties and obligations
of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) The
Trustee shall not be liable in its individual capacity for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the directions of
the
Holders of Certificates evidencing not less than 25% of the aggregate Voting
Rights of the Certificates (or such other percentage as specifically set forth
herein), if such action or non-action relates to the time, method and place
of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or other power conferred upon the Trustee under this
Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee shall have actual knowledge thereof. In the absence of such knowledge,
the Trustee may conclusively assume there is no such default or Event of
Default;
(v) The
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held by or in the name of Trustee unless it is determined by a court
of
competent jurisdiction in a non-appealable judgment that the Trustee’s
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(vii) None
of
the Master Servicer, the Seller, the Depositor or the Trustee shall be
responsible for the acts or omissions of the other, it being understood that
this Agreement shall not be construed to render them partners, joint venturers
or agents of one another.
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder, or in
the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Master Servicer.
(e) All
funds
received by the Trustee and required to be deposited in the Distribution Account
pursuant to this Agreement will be promptly so deposited by the
Trustee.
Section
9.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 9.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller or the Master Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) The
Trustee shall not be liable in its individual capacity for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or
within the discretion or rights or powers conferred upon it by this
Agreement;
(v) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing
not
less than 25% of the aggregate Voting Rights of the Certificates and provided
that the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement. The Trustee may require
reasonable indemnity against such expense or liability as a condition to taking
any such action. The reasonable expense of every such examination shall be
paid
by the Certificateholders requesting the investigation;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys; provided,
however, that the Trustee may not appoint any paying agent to perform any paying
agent functions under this Agreement without the express written consent of
the
Master Servicer, which consents will not be unreasonably withheld. The Trustee
shall not be liable or responsible for the misconduct or negligence of any
of
the Trustee’s agents or attorneys or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the Trustee deem the nature of any action required on its part to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(viii) The
Trustee shall not be required to give any bond or surety with respect to the
execution of the trust created hereby or the powers granted hereunder, except
as
provided in subsection 9.07; and
(ix) The
Trustee shall not have any duty to conduct any affirmative investigation as
to
the occurrence of any condition requiring the repurchase of any Mortgage Loan
by
any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
for purposes of this Agreement.
(b) The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
are
hereby directed by the Depositor to execute, deliver and perform its respective
obligations under the Swap Administration Agreement and to perform the
obligations of the Trustee, the Swap Administrator and the Supplemental Interest
Trust Trustee, respectively, thereunder on the Closing Date and thereafter
on
behalf of the Holders of the Certificates (and any amendments or supplements
to
the Swap Administration Agreement as may be requested by the Majority Class
CE
Certificateholder regarding the distributions to be made to it or its designees
thereunder). The Seller, the Master Servicer, the Depositor and the
Certificateholders by acceptance of their Certificates acknowledge and agree
that the Trustee, the Swap Administrator and the Supplemental Interest Trust
Trustee shall execute, deliver and perform its respective obligations under
the
Swap Administration Agreement and shall do so solely in its capacity as Trustee,
the Swap Administrator and the Supplemental Interest Trust Trustee and not
in
its individual capacity. Amounts payable by the Trustee on any Distribution
Date
to the Swap Administrator shall be paid by the Trustee as provided herein.
The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
in
its individual capacity shall have no responsibility for any of the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as
Supplemental Interest Trust Trustee under the Swap Agreement. The Swap
Administrator shall not have any liability for any failure or delay in payments
to the Trust which are required under the Swap Administration Agreement where
such failure or delay is due to the failure or delay of the Swap Provider in
making such payment to the Swap Administrator. LaSalle Bank National Association
in its individual capacity and as Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustee shall be entitled to be indemnified and
held
harmless by the Trust from and against any and all losses, claims, expenses
or
other liabilities that arise by reason of or in connection with the performance
or observance by each of the Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustee of its duties or obligations under the
Swap
Agreement or the Swap Administration Agreement, except to the extent that the
same is due to the Swap Administrator’s, the Trustee’s or the Supplemental
Interest Trust Trustee’s gross negligence, willful misconduct or fraud. Any
Person appointed as successor trustee pursuant to Section 9.09 shall also be
required to serve as successor Swap Administrator and successor supplemental
interest trust trustee under the Swap Agreement and the Swap Administration
Agreement.
Section
9.03 Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee shall not have any responsibility
for their correctness. The Trustee makes no representation as to the validity
or
sufficiency of the Certificates (other than the signature and countersignature
of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing
shall not relieve the Trustee, or the Custodian on its behalf, of the obligation
to review the Mortgage Files pursuant to Section 2.02 of this Agreement. The
Trustee’s signature and countersignature (or countersignature of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for
the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to Section 2.06, the Trustee shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement
or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
hereunder or intended to be issued hereunder. The Trustee shall not at any
time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not be responsible
for filing any financing or continuation statement in any public office at
any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to record this Agreement.
Section
9.04 Trustee
May Own Certificates.
The
Trustee in its individual capacity or in any capacity other than as Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee and may otherwise deal with
the
parties hereto.
Section
9.05 Trustee’s
Expenses.
The
Trustee will be entitled to recover from the Distribution Account pursuant
to
Section 4.05, all reasonable out of pocket expenses, disbursements and advances
and the expenses of the Trustee in connection with any Event of Default (or
anything related thereto, including any determination that an Event of Default
does or does not exist), any breach of this Agreement or any claim or legal
action (including any pending or threatened claim or legal action) incurred
or
made by the Trustee in the administration of the trusts hereunder (including
the
reasonable compensation, expenses and disbursements of its counsel) except
any
such expense, disbursement or advance as may arise from its negligence or
intentional misconduct or which is the responsibility of the Certificateholders
hereunder. If funds in the Distribution Account are insufficient therefor,
the
Trustee shall recover such expenses, disbursements or advances from the
Depositor and the Depositor hereby agrees to pay such expenses, disbursements
or
advances. Such compensation and reimbursement obligation shall not be limited
by
any provision of law in regard to the compensation of a trustee of an express
trust.
Section
9.06 Eligibility
Requirements for Trustee.
The
Trustee and any successor Trustee shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of a state or the United States
of
America, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus and undivided profits of at least $50,000,000,
subject to supervision or examination by federal or state authority and rated
“BBB” or higher by Fitch with respect to their long-term rating and rated “BBB”
or higher by S&P and “Baa2” or higher by Moody’s with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Trustee other than pursuant to Section 9.10, rated in one of the
two
highest long-term debt categories by each Rating Agency (at least “AA-” in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and
have a short-term debt rating of at least “A-1” from S&P, or otherwise
acceptable to, S&P. The Trustee shall not be an Affiliate of the Master
Servicer. If the Trustee publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 9.06 the combined capital
and
surplus of such corporation shall be deemed to be its total equity capital
(combined capital and surplus) as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.08.
Section
9.07 Insurance.
The
Trustee, at its own expense, shall at all times maintain and keep in full force
and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
forgery insurance (which may be collectively satisfied by a “Financial
Institution Bond” and/or a “Bankers’ Blanket Bond”); provided, that such
insurance may be provided through self-insurance so long as the Trustee is
rated
“A” or better by S&P and “A1” or better by Moody’s. All such insurance shall
be in amounts, with standard coverage and subject to deductibles, as are
customary for insurance typically maintained by banks or their affiliates which
act as custodians for investor-owned mortgage pools. A certificate of an officer
of the Trustee as to the Trustee’s compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section
9.08 Resignation
and Removal of Trustee.
The
Trustee may at any time resign and be discharged from the Trust hereby created
by giving written notice thereof to the Depositor, the Seller and the Master
Servicer, with a copy to the Rating Agencies and the Swap Provider. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If
at any
time (i) the Trustee shall cease to be eligible in accordance with the
provisions of Section 9.06 hereof and shall fail to resign after written request
thereto by the Depositor, (ii) the Trustee shall become incapable of acting,
or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with
respect to the Trust Fund by any state in which the Trustee or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee and (C) the Trustee fails to indemnify the Trust Fund against
such tax, then the Depositor or the Master Servicer may remove the Trustee
and
appoint a successor trustee by written instrument, in multiple copies, a copy
of
which instrument shall be delivered to the Trustee, the Master Servicer and
the
successor trustee.
The
Holders evidencing more than 50% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in multiple copies, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered by the successor trustee to the Master Servicer,
the Trustee so removed and the successor trustee so appointed. Notice of any
removal of the Trustee shall be given to each Rating Agency by the Trustee
or
successor trustee.
Any
resignation or removal of LaSalle Bank National Association as Trustee shall
also result in the resignation or removal, as applicable, of LaSalle Bank
National Association as Swap Administrator. Any resignation or removal of the
Trustee and appointment of a successor trustee pursuant to any of the provisions
of this Section 9.08 shall become effective upon acceptance of appointment
by
the successor trustee as provided in Section 9.09 hereof and upon acceptance
of
appointment by a successor swap administrator under the Swap Administration
Agreement.
Section
9.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 9.08 hereof shall execute,
acknowledge and deliver to the Depositor, to its predecessor trustee, the Master
Servicer an instrument accepting such appointment hereunder and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein.
No
successor trustee shall accept appointment as provided in this Section 9.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 9.07 hereof and its appointment shall not
adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
9.09, the successor trustee shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the successor trustee fails to
mail
such notice within ten days after acceptance of appointment, the Depositor
shall
cause such notice to be mailed at the expense of the Trust Fund.
Section
9.10 Merger
or Consolidation of Trustee.
Any
corporation, state bank or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee, shall be
the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 hereof without the execution
or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and
be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 9.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed (whether a Trustee hereunder or as a Successor Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in
any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
IX.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section
9.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute, and that the affairs of the
Trust
Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
“real estate mortgage investment conduit” as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the Trustee covenants
and agrees that it shall act as agent (and the Trustee is hereby appointed
to
act as agent) on behalf of the Trust Fund. The Trustee, as agent on behalf
of
the Trust Fund, shall do or refrain from doing, as applicable, the following:
(a) the Trustee shall prepare and file, or cause to be prepared and filed,
in a
timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each such REMIC containing such
information and at the times and in the manner as may be required by the Code
or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such
times and in such manner as may be required thereby; (b) the Trustee shall
apply
for an employer identification number with the Internal Revenue Service via
a
Form SS-4 or other comparable method for each REMIC that is or becomes a taxable
entity, and within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may
be
required by the Code, the name, title, address, and telephone number of the
Person that the Holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code for the Trust Fund; (c) the Trustee shall make or cause
to
be made elections, on behalf of each REMIC formed hereunder to be treated as
a
REMIC on the federal tax return of such REMIC for its first taxable year (and,
if necessary, under applicable state law); (d) the Trustee shall prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and
to
the Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them
in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption;
(e)
the Trustee shall provide information necessary for the computation of tax
imposed on the Transfer of a Residual Certificate to a Person that is not a
Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Person that is not a Permitted Transferee, or a pass-through
entity in which a Person that is not a Permitted Transferee is the record Holder
of an interest (the reasonable cost of computing and furnishing such information
may be charged to the Person liable for such tax); (f) the Trustee shall, to
the
extent under its control, conduct the affairs of the Trust Fund at all times
that any Certificates are outstanding so as to maintain the status of each
REMIC
formed hereunder as a REMIC under the REMIC Provisions; (g) the Trustee shall
not knowingly or intentionally take any action or omit to take any action that
could (i) cause the termination of the REMIC status of any REMIC formed
hereunder or (ii) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined
in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth
in Section 860G(d) of the Code); (h) the Trustee shall pay, from the sources
specified in this Section 9.12, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on
any
REMIC formed hereunder prior to the termination of the Trust Fund when and
as
the same shall be due and payable (but such obligation shall not prevent the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee shall sign or cause to be signed federal, state
or
local income tax or information returns or any other document prepared pursuant
to this Section 9.12 requiring a signature thereon by the relevant tax
authorities or other governmental entity; (j) the Trustee shall maintain records
relating to each REMIC formed hereunder including but not limited to the income,
expenses, assets and liabilities of each such REMIC and adjusted basis of the
Trust Fund property determined at such intervals as may be required by the
Code,
as may be necessary to prepare the foregoing returns, schedules, statements
or
information; (k) the Trustee shall, for federal income tax purposes, maintain
books and records with respect to the REMICs on a calendar year and on an
accrual basis; (l) the Trustee shall not enter into any arrangement not
otherwise provided for in this Agreement by which the REMICs will receive a
fee
or other compensation for services nor permit the REMICs to receive any income
from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
the Code or “permitted investments” as defined in Section 860G(a)(5) of the
Code; and (m) as and when necessary and appropriate, the Trustee, at the expense
of the Trust Fund, shall represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year
of
any REMIC formed hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of each REMIC formed
hereunder in relation to any tax matter involving any such REMIC.
In
order
to enable the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within 10 days after
the
Closing Date all information or data that the Trustee requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Trustee promptly upon written
request therefor, any such additional information or data that the Trustee
may,
from time to time, request in order to enable the Trustee to perform its duties
as set forth herein. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee arising from
any
errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in Section
860F(a)(2) of the Code, on the “net income from foreclosure property” of the
Trust Fund as defined in Section 860G(c) of the Code, on any contribution to
any
of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the Startup
Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
and is not paid as otherwise provided for herein, such tax shall be paid (i)
by
the Master Servicer or Trustee, if any such tax arises out of or results from
a
breach by the Master Servicer or Trustee of any of its obligations under this
Agreement, provided, however, in no event shall the Master Servicer have any
liability (1) for any action or omission that is taken in accordance with and
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any losses other than those arising out of
a
negligent performance by the Master Servicer of its duties and obligations
set
forth herein, or (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates), (ii) by any party hereto (other than the Master Servicer or
Trustee) to the extent any such tax arises out of or results from a breach
by
such other party of any of its obligations under this Agreement or (iii) in
all
other cases, or in the event that any liable party hereto fails to honor its
obligations under the preceding clauses (i) or (ii), first with amounts
otherwise to be distributed to the Class R Certificateholders, and second with
amounts otherwise to be distributed to the Holders of the following other
Certificates in the following order of priority: first,
to
the
Class M-9 Certificates, second, to the Class M-8 Certificates, third, to the
Class M-7 Certificates, fourth, to the Class M-6 Certificates, fifth, to the
Class M-5 Certificates, sixth, to the Class M-4 Certificates, seventh, to the
Class M-3 Certificates, eighth, to the Class M-2 Certificates, ninth, to the
Class M-1 Certificates, and tenth, to the Class A Certificates (on a
pro
rata
basis
based on the amounts to be distributed). Notwithstanding anything to the
contrary contained herein, to the extent that such tax is payable by the Holder
of any such Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class R Certificates (and, if
necessary, second, from the Holders of the other relevant Certificates in the
priority specified in the preceding sentence), funds otherwise distributable
to
such Holders in an amount sufficient to pay such tax. The
Trustee shall include in its Monthly Statement amounts allocated to the relevant
Certificates, taking into account the priorities described in the second
preceding sentence. The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
The
Trustee and the Master Servicer agree that, in the event it should obtain any
information necessary for the other party to perform its obligations pursuant
to
this Section 9.12, it will promptly notify and provide such information to
such
other party.
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
For
as
long as each REMIC shall exist, the Trustee and the Master Servicer shall act
in
accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and
the Trustee shall comply with any directions of the Seller or the Master
Servicer to assure such continuing treatment. In furtherance, but not in
limitation, of the foregoing, the Trustee and Master Servicer shall not (unless
expressly permitted under the terms of this Agreement) (a) sell or permit the
sale of all or any portion of the Mortgage Loans or of any investment of
deposits in an Account unless such sale is as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
Opinion addressed to the Trustee prepared at the expense of the Trust Fund;
(b)
other than with respect to a substitution pursuant to the Mortgage Loan Purchase
Agreement or Section 2.02 or Section 2.03 of this Agreement, as applicable,
accept any contribution to any REMIC after the Startup Day without receipt
of a
REMIC Opinion; or (c) acquire any assets for any REMIC other than any REO
Property after the Startup Day without receipt of a REMIC Opinion.
For
the
avoidance of doubt, notwithstanding anything stated to the contrary herein,
neither the Supplemental Interest Trust Trustee nor the Swap Administrator
nor
the Trustee shall have any responsibility for the entity-level tax filing or
tax
preparation of the Supplemental Interest Trust.
ARTICLE
X
TERMINATION
Section
10.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(a) Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
Trust Fund shall terminate upon the earlier of (a) the exercise of the Majority
Class CE Certificateholder (or its designee) or the Master Servicer, as
applicable, pursuant to clause (b) below of its right to repurchase all of
the
Mortgage Loans (and REO Properties) remaining in the Trust Fund at a price
(the
“Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated
Principal Balance of each Mortgage Loan (other than in respect of REO Property),
(ii) accrued interest thereon at the applicable Mortgage Rate to, but not
including, the first day of the month of such purchase, (iii) the appraised
value of any REO Property in the Trust Fund (up to the Stated Principal Balance
of the related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed
out-of pocket costs of the Master Servicer, including unreimbursed Servicing
Advances and the principal portion of any unreimbursed Advances, made on the
Mortgage Loans prior to the exercise of such repurchase right, (v) any
unreimbursed costs and expenses of the Trustee payable pursuant to Section
9.05
or of the Custodian pursuant to the Custodial Agreement, (vi) any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Trust Fund for the final Distribution Date) payable to the Swap Provider which
remains unpaid or which is due to the exercise of such option (the “Swap
Optional Termination Payment”) and (b) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all REO Property and (ii)
the
distribution to Certificateholders of all amounts required to be distributed
to
them pursuant to this Agreement, as applicable. In no event shall the Trust
Fund
created hereby continue beyond the earlier of (i) the expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx,
the
late Ambassador of the United States to the Court of St. Xxxxx, living on the
date hereof and (ii) the Latest Possible Maturity Date.
(b) The
Majority Class CE Certificateholder shall have right to repurchase all Mortgage
Loans and related REO Properties at any time at which the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund is not more
than 10% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans. If the Majority Class CE Certificateholder does not exercise this option,
the Master Servicer has the right to repurchase all Mortgage Loans and related
REO Properties pursuant to clause (a) in Section 10.01(a), conditioned upon
the
Stated Principal Balance of all of the Mortgage Loans in the Trust Fund, at
the
time of any such repurchase, aggregating 5% or less of the aggregate Cut-off
Date Principal Balance of all of the Mortgage Loans. If the Majority Class
CE
Certificateholder or the Master Servicer elects to terminate the Trust Fund
pursuant to this Section 10.01 (such termination, an “Optional Termination”),
the Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall, at least 20 days prior to the last date on which notice of such Optional
Termination is required to be mailed to the Certificateholders pursuant to
10.02(ii), notify in writing (which may be done in electronic format) the
Depositor, the Master Servicer, the Trustee and the Swap Provider of the final
Distribution Date on which the Majority Class CE Certificateholder or the Master
Servicer, as applicable, intends to terminate the Trust Fund.
(c) In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to Section 10.01(b),
the Trustee shall, no later than 4:00 pm New York City time on such day, request
in writing (which may be done by facsimile) and by phone from the Swap Provider
the amount of the Estimated Swap Termination Payment (as defined in the Swap
Agreement) and otherwise in accordance with the notice requirements of Part
5(c)(v) of the Swap Agreement. The Swap Provider shall, no later than 2:00
pm on
the following Business Day, notify in writing (which may be done in electronic
format) the Trustee of the amount of the Estimated Swap Termination Payment
(as
defined in the Swap Agreement) the Trustee shall promptly on the same day notify
the Majority Class CE Certificateholder or the Master Servicer, as applicable,
of the amount of the Estimated Swap Termination Payment.
(d) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.01(b), (i) the Majority Class CE
Certificateholder or the Master Servicer, as applicable, shall, no later than
1:00 pm New York City time on such day, deposit funds in the Distribution
Account in an amount equal to the sum of the Mortgage Loan Purchase Price (other
than the Swap Optional Termination Payment) and the Estimated Swap Termination
Payment, and (ii) if the Trustee shall have determined that the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund as of the
related Determination Date is not more than 10% of the aggregate Cut-off Date
Principal Balance of all of the Mortgage Loans or 5% of the aggregate Cut-off
Date Principal Balance of all of the Mortgage Loans, as applicable, and that
all
other requirements of the Optional Termination have been met, including without
limitation, the deposit required pursuant to this clause (d) as well as the
requirements specified in Section 10.03, then the Trustee shall, on the same
Business Day, provide written notice to the Majority Class CE Certificateholder,
the Depositor, the Master Servicer, the Supplemental Interest Trust Trustee,
the
Trustee, the Custodian and the Swap Provider (in accordance with the applicable
provision of the Swap Agreement) confirming (a) its receipt of the Mortgage
Loan
Purchase Price (other than the Swap Optional Termination Payment) and the
Estimated Swap Termination Payment and (b) that all other requirements of the
Optional Termination have been met. Upon the Trustee’s providing the notice
described in the preceding sentence, the Optional Termination shall become
irrevocable, the notice to Certificateholders of such Optional Termination
provided pursuant to the second paragraph of Section 10.02 shall become
unrescindable, the Swap Provider shall determine the Swap Optional Termination
Payment in accordance with the Swap Agreement, and the Swap Provider shall
provide to the Trustee written notice of the amount of the Swap Optional
Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section 10.02(ii)
and in the event that the Trustee fails to provide the notice described in
the
preceding sentence, any notice provided under Section 10.01(b) shall be deemed
rescinded.
(e) In
connection with any Optional Termination, only an amount equal to the Mortgage
Loan Purchase Price less any Swap Optional Termination Payment shall be made
available for distribution to the Regular Certificates. Any Estimated Swap
Termination Payment deposited into the Distribution Account by the Majority
Class CE Certificateholder or the Master Servicer, as applicable, shall be
withdrawn by the Trustee from the Distribution Account on the related final
Distribution Date and distributed as follows: (i) to the Supplemental Interest
Trust for payment to the Swap Provider in accordance with Section 3.21(c),
an
amount equal to the Swap Optional Termination Amount calculated pursuant to
the
Swap Agreement, provided that in no event shall the amount distributed to the
Swap Provider in respect of the Swap Optional Termination Amount exceed the
Estimated Swap Termination Payment, and (ii) to the Majority Class CE
Certificateholder or the Master Servicer, as applicable, an amount equal to
the
excess, if any, of the Estimated Swap Termination Payment over the Swap Optional
Termination Payment. The Swap Optional Termination Payment shall not be part
of
any REMIC and shall not be paid into any account which is part of any
REMIC.
(f) Upon
receipt by the Custodian of notice from the Trustee pursuant to Section 10.01(d)
and the receipt by the Custodian of a Request for Release therefor, the
Custodian shall promptly release to the Master Servicer, as applicable the
Mortgage Files for the Mortgage Loans and the Trustee shall execute and deliver
any documents prepared and delivered to it which are necessary to transfer
any
REO Property.
(g)
Notwithstanding
the foregoing, the provisions of Section 7.03 hereof shall survive the
termination of this Agreement.
Section
10.02 Final
Distribution on the Certificates.
(i) If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Protected Account, the Master Servicer shall direct the
Trustee to send a final distribution notice promptly to each Certificateholder
or (ii) the Trustee determines that a Class of Certificates shall be retired
after a final distribution on such Class, the Trustee shall notify the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the
Corporate Trust Office of the Trustee. If the Majority Class CE
Certificateholder or the Master Servicer, as applicable, elects to terminate
the
Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice
is to be mailed to the Certificateholders, the Majority Class CE
Certificateholder or the Master Servicer, as applicable, shall notify the
Depositor, the Swap Provider and the Trustee of the date the Majority Class
CE
Certificateholder or the Master Servicer, as applicable, intends to terminate
the Trust Fund. The Majority Class CE Certificateholder or the Master Servicer,
as applicable, shall remit the Mortgage Loan Purchase Price to the Trustee
two
Business Days prior to the Distribution Date for such Optional Termination
by
the Majority Class CE Certificateholder or the Master Servicer, as
applicable.
(ii) Notice
of
any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Trustee by letter
to Certificateholders mailed not later than two Business Days after the
Determination Date in the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates 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 to each Rating Agency at the time such notice is given to
Certificateholders.
(iii) In
the
event such notice is given, the Master Servicer shall cause all funds in the
Protected Account to be remitted to the Trustee for deposit in the Distribution
Account two Business Days prior to the applicable Distribution Date in an amount
equal to the final distribution in respect of the Certificates. Upon such final
deposit with respect to the Trust Fund and the receipt by the Trustee of a
Request for Release therefor, the Trustee or the Custodian shall promptly
release to the Seller as applicable the Mortgage Files for the Mortgage Loans
and the Trustee shall execute and deliver any documents prepared and delivered
to it which are necessary to transfer any REO Property.
(iv) Upon
presentation and surrender of the related Certificates, the Trustee shall cause
to be distributed to Certificateholders of each Class the amounts allocable
to
such Certificates held in the Distribution Account in the order and priority
set
forth in Section 5.04 hereof on the final Distribution Date and in proportion
to
their respective Percentage Interests.
(v) In
the
event that any affected Certificateholders shall not surrender Certificates
for
cancellation within six months after the date specified in the above mentioned
written notice, the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the
second notice all the applicable Certificates shall not have been surrendered
for cancellation, the Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets that remain a part of the Trust Fund. If
within one year after the second notice all Certificates shall not have been
surrendered for cancellation, the Class R Certificateholders shall be entitled
to all unclaimed funds and other assets of the Trust Fund that remain subject
hereto.
Section
10.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class CE Certificateholder or the Master Servicer,
as
applicable, of its purchase option as provided in Section 10.01, the Trust
Fund
shall be terminated in accordance with the following additional requirements,
unless the Trustee has been supplied with an Opinion of Counsel addressed to
the
Trustee, at the expense of the Majority Class CE Certificateholder or the Master
Servicer, as applicable, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 10.03 will not (i) result in the
imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The
Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall
establish a 90-day liquidation period and notify the Trustee thereof, and the
Trustee shall in turn specify the first day of such period in a statement
attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The
Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall
satisfy all the requirements of a qualified liquidation under Section 860F
of
the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
addressed to the Trustee obtained at the expense of the Majority Class CE
Certificateholder or the Master Servicer, as applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Trustee shall sell all of the assets of REMIC
I
for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the Residual Certificates all cash on hand (other than cash retained to meet
claims), and REMIC I shall terminate at that time.
(b) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation under
Section 860F of the Code and any regulations thereunder upon the written request
of the Majority Class CE Certificateholder or the Master Servicer, as
applicable, and the receipt of the Opinion of Counsel referred to in Section
10.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the Majority Class CE Certificateholder or the Master
Servicer, as applicable.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without the consent
of any of the Certificateholders to cure any ambiguity, to conform to the
language in the Prospectus Supplement, to correct or supplement any provisions
herein (including to give effect to the expectations of investors), to comply
with any changes in the Code, to revise any provisions to reflect the
obligations of the parties to this Agreement as they relate to Regulation AB,
to
change the manner in which the Protected Account is maintained by the Master
Servicer or the Distribution Account is maintained by the Trustee or to make
such other provisions with respect to matters or questions arising under this
Agreement as shall not be inconsistent with any other provisions herein if
such
action shall not, as evidenced by an Opinion of Counsel addressed to the
Trustee, which opinion shall be an expense of the party requesting such opinion,
but in any case shall not be an expense of the Trustee or the Trust Fund,
adversely affect in any material respect the interests of any Certificateholder;
provided that any such amendment shall be deemed not to adversely affect in
any
material respect the interests of the Certificateholders and no such Opinion
of
Counsel shall be required if the Person requesting such amendment obtains a
letter from each Rating Agency stating that such amendment would not result
in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates or
if the
purpose of such amendment is to conform to the language in the Prospectus
Supplement.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI as a REMIC under the Code or to avoid or
minimize the risk of the imposition of any tax on any of REMIC I, REMIC II,
REMIC III, REMIC IV, REMIC V or REMIC VI pursuant to the Code that would be
a
claim against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
at any time prior to the final redemption of the Certificates, provided that
the
Trustee has been provided an Opinion of Counsel addressed to the Trustee, which
opinion shall be an expense of the party requesting such opinion but in any
case
shall not be an expense of the Trustee or the Trust Fund, to the effect that
such action is necessary or appropriate to maintain such qualification or to
avoid or minimize the risk of the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of Holders of the Certificates evidencing over 50% of the Voting Rights,
or with the consent of Holders of each Class of Certificates affected thereby,
evidencing over 50% of the Voting Rights of that Class, as applicable, for
the
purpose of adding any provisions to or changing in any manner or eliminating
any
of the provisions of this Agreement or of modifying in any manner the rights
of
the Holders of Certificates; provided that no such amendment shall (i) reduce
in
any manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
or
REMIC VI to cease to qualify as a REMIC or (iii) reduce the aforesaid
percentages of Certificates of each Class the Holders of which are required
to
consent to any such amendment without the consent of the Holders of all
Certificates of such Class then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee, which opinion shall be an expense of the
party
requesting such amendment but in any case shall not be an expense of the
Trustee, to the effect that such amendment will not (other than an amendment
pursuant to clause (ii) of, and in accordance with, the preceding paragraph)
cause the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC
IV, REMIC V or REMIC VI or the Certificateholders or cause any of REMIC I,
REMIC
II, REMIC III, REMIC IV, REMIC V or REMIC VI to cease to qualify as a REMIC
at
any time that any Certificates are outstanding. Further, nothing in this
Agreement shall require the Trustee to enter into an amendment without receiving
an Opinion of Counsel, satisfactory to the Trustee that (i) such amendment
is
permitted and is not prohibited by this Agreement and that all requirements
for
amending this Agreement (including any consent of the applicable
Certificateholders) have been complied with.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor, the
Master Servicer or the Trustee shall enter into any amendment that could
reasonably be expected to have a material adverse effect on the interests of
the
related Swap Provider (excluding, for the avoidance of doubt, any amendment
to
this Agreement that is entered into solely for the purpose of appointing a
successor servicer, master servicer, trustee or other service provider) without
the prior written consent of the related Swap Provider, which consent shall
not
be unreasonably withheld, conditioned or delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder, the Swap Provider and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
11.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all of the counties
or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office
or
elsewhere. The Master Servicer shall effect such recordation at the Trust’s
expense upon the request in writing of a Certificateholder, but only if such
direction is accompanied by an Opinion of Counsel (provided at the expense
of
the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
11.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
11.04 Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Notes,
Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Sellers to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Sellers or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Sellers or the Depositor,
as applicable, for the benefit of the Certificateholders of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
11.05 Notices.
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer or the Trustee and the
appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.19 and 10.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered at or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
or by facsimile transmission to a number provided by the appropriate party
if
receipt of such transmission is confirmed to (i) in the case of the Depositor,
Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Chief Counsel, and with respect to Regulation AB
notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the
case
of the Seller or the Master Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention: General
Counsel, or such other address as may be hereafter furnished to the other
parties hereto by the Master Servicer in writing; (iii) in the case of the
Trustee, at each Corporate Trust Office or such other address as the Trustee
may
hereafter furnish to the other parties hereto, (iv) in the case of the Swap
Provider, in the case of Bear Xxxxxxx Financial Products Inc., 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (v) in the case of the Rating Agencies,
(x)
Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Home Equity Monitoring and (y) Standard & Poor’s, 00 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Master Servicer or the Trustee
under this Agreement shall be effective only upon receipt. Any notice required
or permitted to be mailed to a Certificateholder, unless otherwise provided
herein, shall be given by first-class mail, postage prepaid, at the address
of
such Certificateholder as shown in the Certificate Register; any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section
11.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section
11.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 7.02, this Agreement may not be assigned by the Master Servicer, EMC
(on
its own behalf as Seller and on behalf of Master Funding) or the
Depositor.
Section
11.08 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced
by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein
or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section
11.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor and the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 11.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 9.05 hereof.
Section
11.10 Certificates
Nonassessable and Fully Paid.
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
Section
11.11 Third
Party Rights.
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its rights to receive any payments under this Agreement
or
any
other rights of
the
Swap Provider stated
in
this Agreement,
and
shall have the right to enforce such rights under this Agreement as if it were
a
party hereto. The Swap Administrator shall be an express third-party beneficiary
of this Agreement to the extent of its express rights to receive any payments
under this Agreement or
any
other express
rights of
the
Swap Administrator explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this Agreement as if it were
a
party hereto.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
|
||
|
|
|
By: | /s/ Xxxxxx X. Xxxxxxxxx, Xx. | |
Name: |
Xxxxxx X. Xxxxxxxxx, Xx. |
|
Title: | Vice President |
EMC
MORTGAGE CORPORATION,
as
Seller and as Master Servicer
|
||
|
|
|
By: | /s/ Xxxxx Xxxx | |
Name: |
Xxxxx Xxxx |
|
Title: | Vice President |
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
|
||
|
|
|
By: | /s/ Xxxxx X. Xxxx | |
Name: |
Xxxxx X. Xxxx |
|
Title: | Vice President |
STATE OF NEW YORK | ) |
) ss.: | |
COUNTY OF NEW YORK | ) |
On
this
30th
day of
April, 2007, before me, a notary public in and for said State, appeared
Xxxxxx
X.
Xxxxxxxxx, Xx., personally
known to me on the basis of satisfactory evidence to be an authorized
representative of Bear Xxxxxxx Asset Backed Securities I LLC, one of the
companies that executed the within instrument, and also known to me to be the
person who executed it on behalf of such limited liability company and
acknowledged to me that such limited liability company executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
/s/ Xxxxxx Xxxxxxxxxx | ||
Notary Public |
[Notarial
Seal]
STATE OF TEXAS | ) |
) ss.: | |
COUNTY OF DALLAS | ) |
On
this
30th
day of
April, 2007, before me, a notary public in and for said State, appeared Xxxxx
Xxxx, personally known to me on the basis of satisfactory evidence to be an
authorized representative of EMC Mortgage Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of such corporation and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
/s/ Xxx X. Xxxxxxxx | ||
Notary Public |
[Notarial
Seal]
STATE OF ILLINOIS | ) |
) ss.: | |
COUNTY OF XXXX | ) |
On
this
30th
day of
April, 2007, before me, a notary public in and for said State, appeared Xxxxx
X.
Xxxx, personally known to me on the basis of satisfactory evidence to be an
authorized representative of LaSalle Bank National Association that executed
the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
/s/ Xxxxxxxxx X. Xxxx | ||
Notary Public |
[Notarial
Seal]
EXHIBIT
A-1
Form
of
Class A Certificates
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
PRIOR
TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
A
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No. 1
|
Adjustable
Rate
|
Class
[I-A-1][I-A-2][I-A-3][I-A-4][II-A] Senior
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
April
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
First
Distribution Date:
June
1, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_________]
|
Last
Scheduled Distribution Date:
[__________,
__]
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-A-1][I-A-2][I-A-3][I-A-4][II-A] Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional, closed-end, first and second
lien, subprime, one- to four-family fixed and adjustable interest rate mortgage
loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
term includes any successors thereto under the Agreement referred to below).
The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as
of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. With the exception of the First Distribution
Date specified above, the Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a “Distribution Date”), commencing in June 2007, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date (except that for
the
First Distribution Date, such date shall be May 24, 2007) so long as such
Certificate remains in book-entry form (and otherwise, the close of business
on
the last Business Day of the month immediately preceding the month of such
Distribution Date), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if
any)
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage
Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to make the representations in Section 6.02(h)
of
the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust created
by
the Agreement continue beyond the earlier of
(i)
the expiration of 21 years after the death of certain persons identified in
the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-A-1][I-A-2][I-A-3][I-A-4][II-A] Certificates referred to
in
the within-mentioned Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
||
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-2
Form
of
Class M Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
[CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS
M-5
CERTIFICATES] [,] [AND] [CLASS M-6 CERTIFICATES] [,] [AND] [CLASS M-7
CERTIFICATES] [AND] [CLASS M-8 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS
DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No.1
|
Adjustable
Rate
|
Class
[M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9]
Subordinate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
April
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
First
Distribution Date:
June
1, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[________]
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
[M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9] Certificates with respect to
a
Trust Fund consisting primarily of a pool of conventional, closed-end, first
and
second lien, subprime, one- to four-family fixed and adjustable interest rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
term includes any successors thereto under the Agreement referred to below).
The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as
of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. With the exception of the First Distribution
Date specified above, the Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a “Distribution Date”), commencing in June 2007, to the Person in
whose name this Certificate is registered at the close of business on the
Business Day immediately preceding such Distribution Date (except that for
the
First Distribution Date, such date shall be May 24, 2007) so long as such
Certificate remains in book-entry form (and otherwise, the close of business
on
the last Business Day of the month immediately preceding the month of such
Distribution Date), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if
any)
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage
Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 6.02(h) of the Pooling and Servicing
Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust created
by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the
Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9] Certificates
referred to in the within-mentioned Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-3
Form
of
Class P Certificate
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
Certificate
No.1
|
Percentage
Interest: 100%
|
Class
P
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
April
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$100.00
|
First
Distribution Date:
June
1, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$100.00
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[______]
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
P
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, closed-end, first and second lien, subprime, one- to four-family
fixed and adjustable interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, first and second lien,
subprime, fixed and adjustable rate mortgage loans secured by one- to
four-family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx
Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC
Mortgage Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and
together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of
the Mortgage Loans (in that capacity, the “Master Servicer,” which term includes
any successors thereto under the Agreement referred to below). The Trust Fund
was created pursuant to the Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
With
the
exception of the First Distribution Date specified above, the Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing in June 2007, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is
not
a Business Day, the Business Day immediately preceding such last day) of the
calendar month immediately preceding the month in which the Distribution Date
occurs (except that, for the First Distribution Date, such date shall be May
24,
2007), an amount equal to the product of the Percentage Interest evidenced
by
this Certificate and the amounts required to be distributed to the Holders
of
Certificates of the same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder’s prospective transferee upon
which such Opinion of Counsel is based. Neither the Depositor nor the Trustee
is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Sellers and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this Class P Certificate will be made unless the Trustee shall
have
received either (i) the Opinion of Counsel set forth in Section 6.02(h) of
the
Agreement or (ii) a representation letter under Section 6.02(h) of the
Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust created
by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the
Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
||
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-4
Form
of
Class CE Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF
SUCH CERTIFICATE (1) PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION
FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS
PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP AGREEMENT, TO THE SWAP
ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM
W-9
OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR
FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (2) AGREES TO
UPDATE SUCH FORM (A) UPON EXPIRATION OF ANY SUCH FORM, (B) AS REQUIRED UNDER
THEN APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING THAT
SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, EACH AS A CONDITION TO SUCH
TRANSFER. IN ADDITION, NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE IF SUCH
TRANSFER WOULD CAUSE THE SUPPLEMENTAL INTEREST TRUST TO BE BENEFICIALLY OWNED
BY
TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES, OR CONTINUE TO BE SO
TREATED, UNLESS (I) EACH PROPOSED TRANSFEREE OF SUCH CERTIFICATE COMPLIES WITH
THE FOREGOING CONDITIONS, AND (II) THE PROPOSED MAJORITY HOLDER OF THE CLASS
CE
CERTIFICATES (OR EACH HOLDER, IF THERE IS OR WOULD BE NO MAJORITY HOLDER) (X)
PROVIDES, OR CAUSES TO BE PROVIDED, ON BEHALF OF THE SUPPLEMENTAL INTEREST
TRUST, IF APPLICABLE, TO
THE TRUSTEE, THE APPROPRIATE TAX CERTIFICATION FORM THAT WOULD BE REQUIRED
FROM
THE SUPPLEMENTAL INTEREST TRUST TO ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR
TAXES FROM AMOUNTS PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP AGREEMENT,
TO THE SWAP ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST (I.E.,
IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR
ANY
SUCCESSOR FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (Y)
AGREES TO UPDATE SUCH FORM (A) UPON EXPIRATION OF SUCH FORM, (B) AS REQUIRED
UNDER THEM APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING
THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT. UNDER THE AGREEMENT, UPON
RECEIPT OF ANY TAX CERTIFICATION FORM PURSUANT TO THESE TRANSFER RESTRICTIONS
FROM A HOLDER OF THIS CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH TAX
CERTIFICATION FORM TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE SUPPLEMENTAL
INTEREST TRUST TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION FORM PROVIDED TO
IT
TO THE SWAP PROVIDER. EACH HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE SUPPLEMENTAL INTEREST TRUST
TRUSTEE FORWARDING TO THE SWAP PROVIDER ANY TAX CERTIFICATION FORM IT HAS
PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY
PURPORTED SALES OR TRANSFERS OF THIS CERTIFICATE TO A TRANSFEREE WHICH DOES
NOT
COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE
AGREEMENT.
Certificate
No. 1
|
Percentage
Interest: 100%
|
Class
CE
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
April
1, 2007
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
June
1, 2007
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
CE
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, closed-end, first and second lien, subprime, one-to-four family
fixed and adjustable interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting conventional, closed-end, first and second lien, fixed
and
adjustable rate mortgage loans secured by one- to four-family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and together
with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the
Mortgage Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
With
the
exception of the First Distribution Date specified above, the Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing in June 2007, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is
not
a Business Day, the Business Day immediately preceding such last day) of the
calendar month immediately preceding the month in which the Distribution Date
occurs (except that, for the First Distribution Date, such date shall be May
24,
2007), an amount equal to the product of the Percentage Interest evidenced
by
this Certificate and the amounts required to be distributed to the Holders
of
Certificates of the same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee, or the Master Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law
or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Sellers and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this Class CE Certificate will be made unless the Trustee shall
have
received either (i) the Opinion of Counsel set forth in Section 6.02(h) of
the
Agreement or (ii) a representation letter under Section 6.02(h) of the
Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust created
by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the
Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class CE Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
||
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-5
Form
of
Class R Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate
No.1
|
|
Class
[R-1][R-2][R-3][RX]
|
Percentage
Interest: 100%
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
April
1, 2007
|
|
First
Distribution Date:
June
1, 2007
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
[R-1][R-2][R-3][RX] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, first and second lien,
subprime, one- to four-family fixed and adjustable interest rate mortgage loans
sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, first and second lien,
subprime, fixed and adjustable rate mortgage loans secured by one- to four-
family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx
Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC
Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as
master servicer of the Mortgage Loans (in that capacity, the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among
BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and
as Master Servicer, and LaSalle Bank National Association, as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by
the
restrictions
set forth in the Agreement to the effect that (i) each person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee, (ii) the transfer of any Ownership Interest in this Certificate
will
be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a Permitted Transferee, (iii) any attempted
or purported transfer of any Ownership Interest in this Certificate in violation
of such restrictions will be absolutely null and void and will vest no rights
in
the purported transferee, and (iv) if any person other than a Permitted
Transferee acquires any Ownership Interest in this Certificate in violation
of
such restrictions, then the Depositor will have the right, in its sole
discretion and without notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected by the Depositor, which purchaser may be
the
Depositor, or any affiliate of the Depositor, on such terms and conditions
as
the Depositor may choose.
With
the
exception of the First Distribution Date specified above, the Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing in June 2007, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is
not
a Business Day, the Business Day immediately preceding such last day) of the
calendar month immediately preceding the month in which the Distribution Date
occurs (except that, for the First Distribution Date, such date shall be May
24,
2007), an amount equal to the product of the Percentage Interest evidenced
by
this Certificate and the amounts required to be distributed to the Holders
of
Certificates of the same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Class [R-1][R-2][R-3][RX] Certificate will be made unless
the
Trustee shall have received either (i) the Opinion of Counsel set forth in
Section 6.02(h) of the Agreement or (ii) a representation letter under Section
6.02(h) of the Agreement, in the form as described by the Agreement, stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust created
by
the Agreement continue beyond the earlier of (i) the expiration of 21 years
after the death of certain persons identified in the Agreement and (ii) the
Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the
within-mentioned Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
.
|
||
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
ZIP_CODE STATE CITY1 33913 FL XXXXXXX XXXXX 00000 IL CHICAGO 19141 PA PHILADELPHIA 14226 NY AMHERST 92585 CA SUN CITY 93728 CA FRESNO 92374 CA REDLANDS 59833 MT XXXXXXXX 92201 CA INDIO 95360 CA XXXXXX 95660 CA NORTH HIGHLANDS 60620 IL CHICAGO 94555 CA FREMONT 64130 MO KANSAS CITY 33410 FL PALM BEACH GARDENS 32168 FL NEW SMYRNA BEACH 84124 UT XXXX XXXX XXXX 00000 XX SACRAMENTO 89131 NV LAS VEGAS 93536 CA LANCASTER 95823 CA SACRAMENTO 89408 NV FERNLEY 97005 OR BEAVERTON 95365 CA PLANADA 93534 CA LANCASTER 93534 CA LANCASTER 95973 CA CHICO 93312 CA BAKERSFIELD 95242 CA LODI 95242 CA LODI 95991 CA YUBA CITY 38141 TN Memphis 95307 CA CERES 60619 IL CHICAGO 83634 ID KUNA 34758 FL KISSIMMEE 8757 NJ TOMS RIVER 34461 FL LECANTO 85381 AZ PEORIA 92345 CA HESPERIA 93704 CA FRESNO 30180 GA VILLA RICA 32904 FL MELBOURNE 90660 CA PICO XXXXXX 92335 CA FONTANA 33413 XX Xxxx Xxxx Xxxxx 00000 XX XXXXXXX 7036 NJ LINDEN 33604 FL Tampa 34787 FL WINTER GARDEN 8053 NJ EVESHAM TOWNSHIP 91016 CA MONROVIA 93637 CA MADERA 92840 CA GARDEN GROVE 90804 CA LONG BEACH 95758 CA ELK GROVE 1906 MA SAUGUS 98502 WA OLYMPIA 21220 MD MIDDLE RIVER 8817 NJ EDISON 23323 VA CHESAPEAKE 91710 CA CHINO 84128 UT XXXX XXXXXX XXXX 00000 CA SONORA 33317 FL PLANTATION 77803 TX Xxxxx 85208 AZ Mesa 84121 UT XXXX XXXX XXXX 00000 XX Xxxxxxxx 00000 XX LAS VEGAS 19711 DE Newark 19711 DE Newark 34231 FL SARASOTA 95828 CA SACRAMENTO 78729 TX AUSTIN 22720 VA GOLDVEIN 34461 FL LECANTO 93546 CA MAMMOTH LAKES 93304 CA BAKERSFIELD 98951 XX XXXXXX 00000 FL WEEKI WACHEE 93654 CA REEDLEY 34608 FL XXXXXX XXXX 0000 XX XXXXX XXXXXXXXXX 21740 MD XXXXXXXXXX 00000 CA LOS ANGELES 87121 NM ALBUQUERQUE 60181 IL VILLA PARK 11413 NY XXXXXXXXXXX XXXXXXX 00000 XX XXXXXXXXXX 7205 NJ HILLSIDE 91401 CA XXX XXXX 00000 XX XXX XXX 00000 CA LOS ANGELES 93552 CA PALMDALE 33414 FL WELLINGTON 34286 FL NORTH PORT 33548 FL XXXX 00000 XX BETHPAGE 90802 CA LONG BEACH 32725 FL Deltona 53711 WI Madison 81506 CO GRAND JUNCTION 95377 CA XXXXX 66101 KS Kansas City 53140 WI Kenosha 85013 AZ Phoenix 93722 CA Fresno 85323 AZ Avondale 33411 FL Xxxx Xxxx Xxxxx 00000 XX Xxxx Xxxx Xxxxx 93631 CA Kingsburg 65610 MO Xxxxxxxx 89406 NV Fallon 34761 FL Ocoee 60901 IL Kankakee 30014 GA Xxxxxxxxx 65608 MO Ava 23456 VA Virginia Beach 64137 MO Kansas City 4257 ME Mexico 64804 MO Joplin 33063 FL Pompano Beach 3064 NH Nashua 4475 ME Passadumkeag 15963 PA Windber 20901 MD Silver Spring 55106 MN Saint Xxxx 85042 AZ Phoenix 60439 IL Lemont 92337 CA FONTANA 90029 CA Los Angeles 22204 VA Arlington 22204 VA Arlington 92374 CA REDLANDS 78041 TX Laredo 8009 NJ BERLIN 55806 MN DULUTH 64128 MO Kansas City 33993 FL Xxxx Xxxxx 00000 IN Indianapolis 63389 MO Winfield 34787 FL Oakland 34116 FL Naples 65667 MO Hartville 64157 MO Kansas City 4103 ME Portland 23063 VA Goochland 33610 FL Tampa 78257 TX SAN ANTONIO 74126 OK Tulsa 85730 AZ Tucson 77388 TX Spring 12404 NY Accord 12304 NY Schenectady 65548 MO Mountain View 33538 FL Lake Panasoffkee 91342 CA LOS ANGELES 7111 NJ IRVINGTON 55106 MN Saint Xxxx 34652 FL Xxx Xxxx Xxxxxx 00000 XX Xxxxxxx 80631 CO Greeley 18801 PA Montrose 3076 NH Pelham 63111 MO Saint Louis 20772 MD Upper Marlboro 63028 MO Festus 92880 CA Corona 78520 TX Brownsville 98290 WA Snohomish 86004 AZ Flagstaff 34748 FL Leesburg 64485 MO Savannah 77096 TX Houston 33020 FL Hollywood 23150 VA Sandston 23150 VA Sandston 75002 TX Xxxxx 74133 OK Tulsa 78576 TX Xxxxxxx 00000 CA Los Angeles 33161 FL Miami 33319 FL Lauderdale Lakes 90044 CA Los Angeles 94531 CA Antioch 56345 MN Little Falls 33023 FL Hollywood 33023 FL Hollywood 62010 IL Bethalto 80234 CO NORTHGLENN 31404 GA Savannah 85205 AZ Mesa 85219 AZ Apache Junction 93065 CA Simi Valley 31831 GA Waverly Hall 15140 PA PITCAIRN 53205 WI Milwaukee 18901 PA Doylestown 11207 NY Brooklyn 56475 MN Xxxxxxx 30311 GA Atlanta 95116 CA San Xxxx 00000 XX Xx Xxxxx 00000 XX Amherst 33460 FL Lake Worth 33460 FL Lake Worth 77386 TX Spring 76522 TX Copperas Cove 75043 TX Garland 8071 NJ XXXXXX 93257 CA PORTERVILLE 14092 NY LEWISTON 78589 TX San Xxxx 78589 TX San Xxxx 63115 MO St Louis 53224 WI MILWAUKEE 33773 FL Largo 93313 CA BAKERSFIELD 95206 CA STOCKTON 6095 CT Windsor 4926 ME China Village 55430 MN Minneapolis 33880 FL Winter Haven 53916 WI Beaver Dam 30064 GA Marietta 65583 MO Waynesville 19510 PA Xxxxxxx 90810 CA Carson 23803 VA Petersburg 75050 TX Xxxxx Xxxxxxx 00000 FL Seffner 32808 FL Orlando 80916 XX Xxxxxxxx Xxxxxxx 00000 TX XxXxxxxx 76634 TX Xxxxxxx 30135 GA Douglasville 33319 FL Xxxx Xxxxxxxxxx 00000 CA San Marcos 11766 NY Port Jefferson 33912 FL Fort Xxxxxx 33410 FL Palm Beach Gardens 32218 FL Xxxxxxxxxxxx 00000 XX Wamego 81007 CO Pueblo West 63033 MO Florissant 23901 VA Farmvillle 63147 MO Saint Louis 33830 FL Bartow 3867 NH Rochester 30043 GA Lawrenceville 7206 NJ XXXXXXXXX 11203 NY Xxxxxxxx 00000 XX XXXX XXXX XXXXX 00000 PA Pen Argyl 85250 AZ SCOTTSDALE 81001 CO Pueblo 94579 CA SAN LEANDRO 91504 CA BURBANK 23662 VA Hampton 41018 KY ERLANGER 0000 XX Xxxxxxx 00000 XX XXXXXXX 00000 XX XXXX 34491 FL SUMMERFIELD 23231 VA RICHMOND 45323 OH ENON 45323 OH ENON 30315 GA ATLANTA 30310 GA ATLANTA 92324 CA COLTON 95035 CA MILPITAS 94521 CA CONCORD 6385 CT Waterford 23661 VA Hampton 44139 OH SOLON 77396 TX HUMBLE 77396 TX HUMBLE 19606 PA READING 19047 PA XXXXXXXXXX XXXXXXXX 00000 TX Duncanville 53089 WI Sussex 30117 GA Carrollton 19151 PA PHILADELPHIA 75137 TX Duncanville 55313 MN Buffalo 55313 MN Buffalo 30058 GA Lithonia 95949 CA Grass Valley 85614 AZ Green Valley 76009 TX XXXXXXXX 32832 FL Orlando 33136 FL Miami 1810 MA Andover 33177 FL Miami 63121 MO SAINT LOUIS 93311 CA BAKERSFIELD 75233 TX DALLAS 92253 XX XX XXXXXX 00000 MD CAPITOL HEIGHTS 20743 MD CAPITOL HEIGHTS 27610 NC RALEIGH 13021 NY AUBURN 13021 NY AUBURN 30043 GA LAWRENCEVILLE 50054 IA COLFAX 50054 IA COLFAX 85208 AZ MESA 6066 CT ROCKVILLE 99645 AK XXXXXX 89119 NV LAS VEGAS 90805 CA LONG BEACH 92346 CA HIGHLAND 85208 AZ MESA 85743 AZ TUCSON 94561 CA OAKLEY 27707 NC DURHAM 8251 NJ VILLAS 66062 KS OLATHE 00000 XX XXXXXX 00000 XX XXXXX 00000 MD BELTSVILLE 10462 NY BRONX 3225 NH CENTER BARNSTEAD 3269 NH SANBORNTON 23434 VA SUFFOLK 28075 NC HARRISBURG 44110 OH CLEVELAND 44135 OH CLEVELAND 77074 TX XXXXXXX 00000 PA CHESTNUTHILL TOWNSHIP 19053 PA BENSALEM TOWNSHIP 8865 NJ LOPATCONG TOWNSHIP 8731 NJ LACEY TOWNSHIP 30233 GA XXXXXXX 34480 FL OCALA 34480 FL OCALA 34667 FL XXXXXX 44103 OH CLEVELAND 86442 AZ BULLHEAD CITY 48203 MI DETROIT 77362 TX PINEHURST 81504 CO GRAND JUNCTION 84047 UT MIDVALE 92553 CA XXXXXX VALLEY 92553 CA XXXXXX VALLEY 78516 TX ALAMO 80906 XX XXXXXXXX XXXXXXX 00000 FL STUART 34116 FL NAPLES 92563 CA MURRIETA 36575 XX XXXXXX 80909 XX XXXXXXXX XXXXXXX 00000 FL MIRAMAR 32907 FL PALM BAY 76227 TX CROSS ROADS 70115 LA NEW ORLEANS 91763 CA XXXXXXXXX 00000 XX XX XXXX 00000 UT TOOELE 76148 TX FORT WORTH 98059 WA RENTON 45373 OH XXXX 33406 FL XXXX XXXX XXXXX 00000 XX XXXX XXXX XXXXX 33461 FL LAKE WORTH 83651 ID NAMPA 33461 FL LAKE WORTH 85220 AZ APACHE JUNCTION 85220 AZ 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FL FORT LAUDERDALE 60304 IL OAK PARK 23223 VA RICHMOND 23030 VA CHARLES CITY 34951 FL FORT PIERCE 89149 NV LAS VEGAS 46619 IN SOUTH BEND 92395 CA VICTORVILLE 89169 NV LAS VEGAS 38654 MS OLIVE BRANCH 60432 IL JOLIET 28112 NC MONROE 92592 CA TEMECULA 8094 NJ WILLIAMSTOWN 92592 CA TEMECULA 34286 FL NORTH PORT 33435 FL BOYNTON BEACH 89122 NV LAS VEGAS 33322 FL SUNRISE 32738 FL DELTONA 90650 CA NORWALK 33023 FL MIRAMAR 30620 GA BETHLEHEM 29702 SC BLACKSBURG 33830 FL BARTOW 97055 OR SANDY 92240 CA DESERT HOT SPRINGS 92591 CA TEMECULA 8260 NJ NORTH WILDWOOD 92530 CA LAKE ELSINORE 20707 MD LAUREL 21742 MD HAGERSTOWN 34758 FL KISSIMMEE 53212 WI MILWAUKEE 7079 NJ SOUTH ORANGE 32712 FL APOPKA 60609 IL CHICAGO 34243 FL SARASOTA 13365 NY LITTLE FALLS 32617 FL ANTHONY 91764 CA ONTARIO 39564 MS OCEAN SPRINGS 94561 CA OAKLEY 11968 NY SOUTHAMPTON 60462 IL ORLAND PARK 94605 CA OAKLAND 11769 NY OAKDALE 19804 DE WILMINGTON 21409 MD ANNAPOLIS 92801 CA ANAHEIM 95969 CA PARADISE 60193 IL SCHAUMBURG 93241 CA LAMONT 11435 NY JAMAICA 33428 FL BOCA RATON 92860 CA NORCO 22193 VA WOODBRIDGE 60102 IL ALGONQUIN 94591 CA VALLEJO 53210 WI MILWAUKEE 98226 WA BELLINGHAM 33142 FL MIAMI 33486 FL BOCA RATON 11356 NY COLLEGE POINT 34743 FL KISSIMMEE 22031 VA FAIRFAX 32504 FL PENSACOLA 60649 IL CHICAGO 20745 MD OXON HILL 33809 FL LAKELAND 33809 FL LAKELAND 22192 VA WOODBRIDGE 91941 CA LA MESA 92126 CA SAN DIEGO 30338 GA ATLANTA 33314 FL DAVIE 92040 CA LAKESIDE 91741 CA GLENDORA 33436 FL BOYNTON BEACH 20623 MD CHELTENHAM 20785 MD HYATTSVILLE 20011 DC WASHINGTON 37830 TN OAK RIDGE 29730 SC ROCK HILL 60425 IL GLENWOOD 32208 FL JACKSONVILLE 77355 TX MAGNOLIA 87144 NM RIO RANCHO 92027 CA ESCONDIDO 60643 IL CHICAGO 28216 NC CHARLOTTE 60629 IL CHICAGO 60629 IL CHICAGO 53593 WI VERONA 33161 FL NORTH MIAMI 21227 MD HALETHORPE 60409 IL CALUMET CITY 35120 AL ODENVILLE 30906 GA AUGUSTA 90660 CA PICO RIVERA 33880 FL WINTER HAVEN 53215 WI MILWAUKEE 89113 NV LAS VEGAS 53215 WI MILWAUKEE 21221 MD ESSEX 19310 PA ATGLEN 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MATTESON 22407 VA FREDERICKSBURG 94541 CA HAYWARD 92102 CA SAN DIEGO 33511 FL BRANDON 24592 VA SOUTH BOSTON 92356 CA LUCERNE VALLEY 33408 FL JUNO BEACH 21158 MD WESTMINISTER 95966 CA OROVILLE 33014 FL HIALEAH 78245 TX SAN ANTONIO 11226 NY BROOKLYN 60193 IL SCHAUMBURG 92324 CA COLTON 85258 AZ SCOTTSDALE 95630 CA FOLSOM 85258 AZ SCOTTSDALE 60623 IL CHICAGO 33610 FL TAMPA 33175 FL MIAMI 85019 AZ PHOENIX 33311 FL FORT LAUDERDALE 20706 MD LANHAM 95330 CA LATHROP 20855 MD DERWOOD 55912 MN AUSTIN 98168 WA SEATAC 60433 IL JOLIET 91724 CA COVINA 60433 IL JOLIET 18062 PA MACUNGIE 87121 NM ALBUQUERQUE 32712 FL APOPKA 32712 FL APOPKA 60624 IL CHICAGO 55412 MN MINNEAPOLIS 21804 MD SALISBURY 86406 AZ LAKE HAVASU CITY 37876 TN SEVIERVILLE 30127 GA POWDER SPRINGS 97216 OR PORTLAND 86406 AZ LAKE HAVASU CITY 60624 IL CHICAGO 33009 FL HALLANDALE BEACH 71360 LA PINEVILLE 93550 CA PALMDALE 95966 CA OROVILLE 93550 CA PALMDALE 33903 FL NORTH FORT MYERS 33903 FL NORTH FORT MYERS 32641 FL GAINESVILLE 92701 CA SANTA ANA 23323 VA CHESAPEAKE 23323 VA CHESAPEAKE 60623 IL CHICAGO 12193 NY WESTERLO 21223 MD BALTIMORE 36575 AL SEMMES 38134 TN MEMPHIS 64015 MO LAKE TAPAWINGO 60172 IL ROSELLE 13611 NY BELLEVILLE 2132 MA WEST ROXBURY 33759 FL CLEARWATER 91364 CA LOS ANGELES 40031 KY LA GRANGE 40031 KY LA GRANGE 60628 IL CHICAGO 91201 CA GLENDALE 19124 PA PHILADELPHIA 93307 CA BAKERSFIELD AREA 23024 VA BUMPASS 23223 VA RICHMOND 50236 IA ROLAND 19124 PA PHILADELPHIA 60102 IL ALGONQUIN 29205 SC COLUMBIA 33619 FL TAMPA 20747 MD DISTRICT HEIGHTS 33618 FL TAMPA 32822 FL ORLANDO 29621 SC ANDERSON 29621 SC ANDERSON 33312 FL FORT LAUDERDALE 85242 AZ QUEEN CREEK 7042 NJ MONTCLAIR 85009 AZ PHOENIX 95350 CA MODESTO 0 DE NEW CASTLE 33193 FL MIAMI 94531 CA ANTIOCH 85746 AZ TUCSON 91750 CA LA VERNE 40403 KY BEREA 95640 CA IONE 90805 CA LONG BEACH 12010 NY AMSTERDAM 92027 CA ESCONDIDO 13021 NY AUBURN 33705 FL SAINT PETERSBURG 30087 GA STONE MOUNTAIN 90805 CA LONG BEACH 20743 MD CAPITOL HEIGHTS 33319 FL TAMARAC 90805 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Single Family 7.65 60620 2-4 Family 6.9 94555 PUD 7.5 64130 Single Family 10.32 33410 Single Family 9.99 32168 Single Family 8.99 84124 Single Family 8.85 95838 Single Family 12.5 89131 Single Family 12.7 93536 Condominium 8.6 95823 Single Family 12.85 89408 Single Family 5.8 97005 Single Family 8.25 95365 2-4 Family 7.9 93534 Single Family 7.27 93534 Single Family 12.8 95973 Single Family 7.65 93312 Single Family 7.65 95242 Single Family 7.42 95242 Single Family 12.5 95991 Single Family 6.85 38141 Single Family 9.75 95307 Single Family 10.75 60619 2-4 Family 9.59 83634 Single Family 9.09 34758 Single Family 8.14 8757 Single Family 6.89 34461 Single Family 8.04 85381 Single Family 7.95 92345 Single Family 7.99 93704 Single Family 7.3 30180 Single Family 6.4 32904 Single Family 8.25 90660 Single Family 8.65 92335 Single Family 8.19 33413 Single Family 9.52 85007 Single Family 8.1 7036 2-4 Family 7.775 33604 Single Family 9.425 34787 PUD 9.035 8053 Single Family 11 91016 PUD 6.9 93637 Single Family 7.79 92840 Single Family 7.64 90804 Single Family 6.875 95758 Single Family 6.95 1906 Single Family 10.74 98502 Single Family 8.94 21220 Single Family 8.99 8817 Single Family 7.5 23323 Single Family 10.625 91710 Single Family 7.29 84128 Single Family 8.99 95370 Single Family 7.29 33317 Single Family 6.45 77803 Single Family 10.5 85208 Single Family 10.85 84121 Single Family 7.6 92345 Single Family 7.15 89108 PUD 9.5 19711 Single Family 9.475 19711 Single Family 14.55 34231 Single Family 6.7 95828 Single Family 8.6 78729 Single Family 7.625 22720 Single Family 6.25 34461 Single Family 5.75 93546 Single Family 6.5 93304 Single Family 8.04 98951 Single Family 9.39 34613 Single Family 7.59 93654 Single Family 9.99 34608 Single Family 10.25 7060 Single Family 8.24 21740 Single Family 7.54 90003 Single Family 7.99 87121 Single Family 9.8 60181 Single Family 9.45 11413 2-4 Family 7.4 98351 Single Family 8.54 7205 Single Family 8.3 91401 Single Family 5.75 75154 Single Family 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Family 14.45 75002 PUD 7.4 74133 Single Family 10.1 78576 2-4 Family 8.7 90044 Single Family 7.3 33161 Single Family 9.55 33319 Single Family 7.8 90044 Single Family 12.525 94531 Single Family 6.525 56345 Single Family 9.325 33023 Single Family 7.4 33023 Single Family 14.05 62010 Single Family 10.2 80234 Single Family 8.45 31404 Single Family 8.8 85205 PUD 7.55 85219 Single Family 6.725 93065 Single Family 7.9 31831 Single Family 8.3 15140 Single Family 7.65 53205 Single Family 10.95 18901 Single Family 8.325 11207 2-4 Family 8.65 56475 Single Family 9.325 30311 Single Family 8.55 95116 Condominium 7.475 63123 Single Family 8.45 14226 Single Family 9.375 33460 PUD 7.55 33460 PUD 14.4 77386 Single Family 8.85 76522 Single Family 7.8 75043 Single Family 9.2 8071 Single Family 8.25 93257 2-4 Family 9.95 14092 Single Family 7.95 78589 Single Family 8.6 78589 Single Family 14.3 63115 Single Family 8.8 53224 Single Family 8 33773 Single Family 8.175 93313 Single Family 9.1 95206 Single Family 7.5 6095 Single Family 8.6 4926 Single Family 9.6 55430 Single Family 9.475 33880 Single Family 8.9 53916 Single Family 11.05 30064 PUD 8.8 65583 Single Family 7.05 19510 Single Family 8.15 90810 Single Family 8 23803 Single Family 10.2 75050 Single Family 9 33584 Single Family 8.05 32808 Single Family 8.9 80916 Single Family 7.9 75070 PUD 8.775 76634 Single Family 8.525 30135 Single Family 7.35 33319 Single Family 9.2 92069 PUD 10.375 11766 Single Family 6.725 33912 Single Family 7.15 33410 PUD 7.7 32218 Single Family 10.15 66547 Single Family 10.675 81007 Single Family 8.5 63033 Single Family 8.15 23901 Single Family 8.35 63147 Single Family 8.45 33830 Single Family 8.6 3867 Single Family 8.625 30043 Single Family 8.6 7206 2-4 Family 8.975 11203 2-4 Family 8.5 33415 PUD 8.75 18072 Single Family 8.05 85250 Single Family 9.85 81001 Single Family 10.15 94579 Single Family 7.5 91504 Single Family 9.815 23662 Single Family 8.825 41018 Single Family 9.7 7067 Single Family 9.85 23513 2-4 Family 10 90201 Single Family 8.735 34491 Single Family 11.147 23231 Single Family 8.725 45323 Single Family 12.225 45323 Single Family 7.875 30315 Single Family 13.25 30310 Single Family 9.75 92324 Single Family 7.375 95035 Condominium 9.475 94521 Single Family 8.35 6385 Single Family 8.275 23661 Single Family 8.8 44139 PUD 8.45 77396 Single Family 7.625 77396 PUD 12.65 19606 Townhouse 8.25 19047 Single Family 8.425 75137 Single Family 8.95 53089 Single Family 9.05 30117 Single Family 8.35 19151 Single Family 7.65 75137 Single Family 9.15 55313 Single Family 8.45 55313 Single Family 12.4 30058 Single Family 8.7 95949 Single Family 7.65 85614 PUD 8.7 76009 Single Family 9.3 32832 PUD 9.625 33136 Condominium 9.3 1810 Single Family 7.15 33177 Single Family 8.975 63121 Single Family 9.2 93311 Single Family 8.45 75233 Single Family 9.99 92253 Single Family 8.35 20743 Single Family 6.1 20743 Single Family 10.25 27610 Single Family 8.99 13021 2-4 Family 11.95 13021 2-4 Family 8.5 30043 PUD 11.5 50054 Single Family 9.585 50054 Single Family 11.99 85208 PUD 7.625 6066 Single Family 10 99645 Single Family 7.4 89119 Condominium 8.25 90805 Single Family 6.5 92346 Single Family 7.75 85208 Single Family 7.75 85743 Single Family 8.95 94561 Single Family 7.75 27707 Single Family 9.85 8251 Single Family 8.775 66062 Single Family 9.7 70056 PUD 10.15 40361 Single Family 10.6 20705 Single Family 7.975 10462 2-4 Family 8.5 3225 Single Family 6.67 3269 Single Family 7.125 23434 Single Family 8.45 28075 PUD 9.085 44110 Single Family 8.62 44135 Single Family 10.75 77074 Single Family 9.67 18353 Single Family 9 19053 Single Family 8.75 8865 Single Family 11.125 8731 Single Family 11.625 30233 Single Family 9.6 34480 Single Family 8.375 34480 Single Family 11.5 34667 Single Family 9.595 44103 2-4 Family 8.675 86442 Single Family 8.75 48203 Single Family 9.65 77362 PUD 9.675 81504 PUD 8.398 84047 Single Family 10.795 92553 Single Family 6.755 92553 Single Family 11.99 78516 Single Family 8.775 80906 Single Family 8.445 34997 Single Family 8.4 34116 Single Family 8.7 92563 Single Family 8.615 36575 Single Family 8.025 80909 Single Family 7.25 33023 Single Family 8.7 32907 Single Family 9.4 76227 PUD 8.065 70115 2-4 Family 8.48 91763 Single Family 9.475 79925 Single Family 8.5 84074 Single Family 8.375 76148 Single Family 8.945 98059 PUD 8 45373 Single Family 11.775 33406 Townhouse 6.67 33406 Townhouse 10.875 33461 Single Family 6.855 83651 PUD 7.5 33461 Single Family 10.375 85220 Single Family 7.525 85220 Single Family 12.24 44135 Single Family 8.27 55805 2-4 Family 9.1 90220 Single Family 8.02 95838 Single Family 7.7 84404 Single Family 6.65 30250 Single Family 8.55 76227 PUD 9.99 79925 Single Family 9.99 84074 Single Family 12.24 67203 Single Family 10.51 29505 Single Family 8.99 77346 PUD 8.76 64131 2-4 Family 8.195 30087 Single Family 8.5 76017 Single Family 8.755 44070 Single Family 8.29 84118 Single Family 9.05 95823 Single Family 8.17 95121 Single Family 7.67 95121 Single Family 11.5 85302 PUD 10.525 92394 Single Family 7.67 92394 Single Family 12.5 95838 Single Family 7.5 70118 2-4 Family 8.66 79936 Single Family 7.35 77489 PUD 8.525 48322 Condominium 8.7 66212 Single Family 7.4 92509 Single Family 9.79 71111 Single Family 8.95 89107 Single Family 11.99 32708 PUD 8.11 33319 PUD 8.92 64157 Single Family 8.775 64157 Single Family 12.49 36575 Single Family 12.49 80909 Single Family 11.99 33881 Single Family 12.49 33971 Single Family 7.65 33971 Single Family 11.5 63135 Single Family 9.125 33525 Single Family 9.425 75060 Single Family 11.08 78552 Single Family 7.93 19153 Single Family 9.68 44004 Single Family 9.645 33916 Condominium 10.565 89032 PUD 8.91 31907 Single Family 8.425 57701 Single Family 9.4 80107 Single Family 8.637 32507 Single Family 11.278 44111 Single Family 8.775 84720 Single Family 7.59 84720 Single Family 12.49 70739 Single Family 10.1 77066 PUD 8.59 77066 PUD 9.99 22015 PUD 7.225 83221 Single Family 8.8 80304 Condominium 7.175 80304 Condominium 10.375 66203 Single Family 7.78 66203 Single Family 11.99 33881 Single Family 8.3 89107 Single Family 8.025 77318 PUD 8.155 2908 2-4 Family 9.75 60622 Condominium 8.875 92324 Single Family 8.125 92324 Single Family 12.25 76063 PUD 11.375 92411 Single Family 12.75 22407 Single Family 8.75 49004 Single Family 12.5 20748 Single Family 9.75 21773 Single Family 7.875 17257 Single Family 8.5 20164 Single Family 9.625 19956 Single Family 8.75 63012 PUD 9.75 8021 Single Family 9.25 65803 Single Family 9.5 23834 Single Family 9.125 17319 Single Family 8.875 32824 PUD 8.375 22407 PUD 9.5 60440 Single Family 9 60440 Single Family 12.5 97603 Single Family 8.625 85041 PUD 8.25 18015 Condominium 8.75 18015 Condominium 11.75 95838 Single Family 8.375 30106 Single Family 9.5 48205 Single Family 8.5 8251 Single Family 10.875 11798 Single Family 9.9 33027 Condominium 8.45 33027 Condominium 14.625 53185 Single Family 9.8 93535 Single Family 6.805 16244 Single Family 9.25 32955 Single Family 9.5 92236 Single Family 8.125 80915 Single Family 8.35 14580 Single Family 11.99 55312 Single Family 8.525 94401 Single Family 6.875 71334 Single Family 9.703 33781 Single Family 9.075 4740 Single Family 10.395 30228 PUD 8.077 11210 Single Family 6.25 44105 Single Family 8.65 22485 PUD 6.999 64831 Single Family 9.425 1830 Single Family 10.375 12901 Single Family 6.825 63011 Single Family 6.76 55362 Single Family 9.34 3812 Single Family 6.6 1569 Single Family 6.875 20602 Single Family 9.475 32907 Single Family 11.5 19701 Townhouse 8.75 93222 PUD 9.28 85042 Single Family 9.295 89145 Condominium 8.75 22553 PUD 7.22 55105 Single Family 7.575 33189 PUD 6.95 33189 PUD 11.99 84015 Condominium 8.57 78254 PUD 9.055 77082 Single Family 9.99 64130 Single Family 10.225 77489 PUD 9.99 36867 Single Family 8.5 78617 Single Family 7.815 78617 Single Family 9.99 75217 Single Family 9.98 19144 Single Family 6.93 30035 PUD 9.6 30344 Single Family 9.65 38109 Single Family 7.75 32726 Single Family 7.525 33823 PUD 7.75 60469 Single Family 12.49 85706 PUD 12.49 28120 PUD 9.15 48180 Single Family 11.7 11706 Single Family 12.5 35960 Single Family 11.64 11236 Single Family 11.99 48503 Single Family 11.98 20748 Single Family 10.25 92346 Single Family 9.65 48237 Single Family 7.725 48629 Single Family 7.9 28306 Single Family 9.8 33177 Single Family 9.425 83712 Single Family 9.75 84078 Single Family 8.975 59840 Single Family 6.9 48224 Single Family 8.425 48224 Single Family 11.85 60443 Single Family 9.225 33990 Single Family 7.45 34746 Single Family 9.4 33990 Single Family 11.05 94538 Single Family 8.35 94538 Single Family 11.5 91316 Single Family 8.1 91316 Single Family 11.5 93274 Single Family 7.05 92056 Single Family 7.85 92056 Single Family 11.25 91790 Single Family 7.5 32818 Single Family 9.65 48203 Single Family 8.8 33401 Single Family 8.6 6519 2-4 Family 11.49 6519 2-4 Family 8.29 92604 Single Family 8.55 90047 Single Family 7.34 21214 Single Family 7.2 21214 Single Family 11.5 97404 Single Family 8.35 32839 Single Family 8.45 92591 Single Family 8.75 8332 Single Family 9.99 33142 Single Family 7.775 90706 Single Family 8.3 18504 Single Family 9.45 90670 Single Family 9.475 97487 Single Family 7.75 97266 Single Family 9 97045 Single Family 7 97203 Single Family 7.375 97203 Single Family 12 32703 Single Family 9.49 33467 PUD 9.625 78676 PUD 12.875 24104 PUD 12.625 30253 PUD 8.125 30253 PUD 12.875 29680 PUD 11.5 30238 Single Family 9.55 90222 Single Family 8.2 53548 Single Family 9.875 30240 Single Family 9.99 92342 PUD 9.75 32615 Single Family 10.25 95360 Single Family 6.875 97007 Single Family 8.5 28301 PUD 10.6 60622 Condominium 11.75 60417 Single Family 8.875 11228 Single Family 8.8 80013 PUD 10.405 71857 Single Family 9.75 91402 Single Family 8.1 6516 Single Family 8.3 95467 PUD 7.5 30263 Single Family 10.4 30080 Single Family 9.65 43230 Single Family 10.1 18630 Single Family 9.675 70075 Single Family 8.85 20772 Single Family 8.8 33428 Single Family 10 92313 Single Family 8.95 32824 PUD 7.95 92557 Single Family 8.125 89118 Single Family 8.4 34743 PUD 8 98367 Single Family 8.75 83605 Single Family 6.5 85379 Single Family 8.25 92555 Single Family 8.95 92692 PUD 10.99 93312 Single Family 8.5 86426 Single Family 6.35 98466 Single Family 8.95 75116 Single Family 8.7 33033 PUD 7.2 33033 PUD 11.7 60619 Single Family 7.35 40505 Single Family 10.99 85382 Single Family 7.95 90044 Single Family 7.75 85207 Single Family 7 99205 Single Family 7.25 85323 PUD 8.25 89103 Single Family 8.95 98387 PUD 8.95 98383 Single Family 8.25 98323 Single Family 8.25 98034 Single Family 8.5 97754 Single Family 6.25 98023 Single Family 8.5 99712 Single Family 8 90220 Single Family 7.95 85302 Single Family 8 91737 Single Family 7.95 87105 Single Family 10 98226 Single Family 7.5 85254 Single Family 8.2 85210 Single Family 7 92395 Single Family 8.25 92345 Single Family 7.99 89030 Single Family 7.75 99223 Single Family 7.25 90732 Single Family 7 90280 Single Family 8 98072 Single Family 8.25 98168 Single Family 6 89104 Single Family 8.125 89143 Single Family 7.75 90037 Single Family 7.25 99205 Single Family 9.5 90023 2-4 Family 7 89032 Single Family 8.5 98445 Single Family 7.95 97217 Single Family 8.25 91387 Single Family 7.45 93422 Single Family 7.5 92311 Single Family 7.25 85206 Single Family 8.65 93292 Single Family 7 85037 Single Family 7.4 85037 Single Family 11.8 92807 Condominium 7.35 34235 Single Family 11.5 34491 Single Family 8.99 48212 2-4 Family 9.8 94509 Single Family 10.99 94509 Single Family 7.125 92395 Single Family 7.95 92395 Single Family 10.99 93274 Single Family 11.55 89031 Condominium 9.2 89031 Condominium 12 93536 Single Family 8.5 32811 Single Family 8.55 33073 Condominium 7.625 33073 Condominium 11.55 90250 Single Family 8.3 38654 Single Family 7.85 38654 Single Family 11.5 90280 Single Family 7.2 90280 Single Family 11.05 51023 Single Family 8.55 85301 Single Family 6.8 85301 Single Family 11.55 20720 Single Family 8.5 80221 Single Family 7.3 34470 Single Family 9.678 34470 Single Family 11.5 46809 Single Family 11.325 98801 PUD 9.875 44310 Single Family 8.74 12025 Single Family 9.1 76230 Single Family 7.375 76230 Single Family 9.99 45227 Single Family 9.875 48227 Single Family 10.125 92264 Condominium 8.3 20723 Single Family 6.825 8103 Single Family 8.825 23504 Single Family 9.5 48237 Single Family 11.025 44060 Single Family 9.8 97141 Single Family 9.4 98390 Single Family 9.15 14227 Single Family 9.5 98387 Condominium 8.5 48220 Single Family 9.075 48162 Single Family 8.6 49013 Single Family 8.2 13606 Single Family 10.15 53018 PUD 9.925 12184 Single Family 9.175 48174 Single Family 11.85 34953 Single Family 9.075 75048 Single Family 9.99 98682 Single Family 12.49 38125 Single Family 9.31 19713 Single Family 5.85 19713 Single Family 12.5 94564 Single Family 6.775 94564 Single Family 10.5 12025 Single Family 8.55 32693 Single Family 10.575 7438 Single Family 10.75 19382 Condominium 9.375 94525 Single Family 7.79 64081 Single Family 7.2 29609 Single Family 7.99 74426 Single Family 10.85 19124 Single Family 10.5 92584 Single Family 6.75 83642 Single Family 8.85 23433 Single Family 7.8 87549 Single Family 11.8 60478 Single Family 10.35 87122 Single Family 11.45 8724 Single Family 6.85 34691 Single Family 11.04 92264 Condominium 11.55 37307 Single Family 10.765 32043 Single Family 9.15 87549 Single Family 6.99 87122 Single Family 8.29 8360 Single Family 8 30265 Single Family 7.95 20018 Single Family 8.515 38372 Single Family 10.565 60172 2-4 Family 9.9 60103 Single Family 9.14 87110 Single Family 8.35 60085 Single Family 9.2 60008 Single Family 9.99 97058 Single Family 6.99 90061 Single Family 8.2 91761 Single Family 8.89 89131 Single Family 7.99 34759 Single Family 10.31 84315 Single Family 8.35 63135 Single Family 10.52 35085 Single Family 11.07 13760 Single Family 10.2 92562 Single Family 5.75 32935 Single Family 7.675 70739 Single Family 8.195 14613 Single Family 11.425 51501 Single Family 10.3 24574 Single Family 7.95 23227 Single Family 7.875 3301 Single Family 6.64 55433 Single Family 7.75 19952 Single Family 8.05 70112 Single Family 8.45 2743 Single Family 6.57 30075 Single Family 7.85 12477 Single Family 6.675 22041 Condominium 9.275 8628 Single Family 6.9 21206 Townhouse 6.6 92882 Single Family 6.375 24540 Single Family 9.885 21037 Single Family 7.04 30075 Single Family 12.5 34476 PUD 5.95 4605 Single Family 8.999 4640 Single Family 6.6 6851 Single Family 6.2 93614 Single Family 7.275 8722 Single Family 7.075 92867 Single Family 7.25 00000 XXX 5.85 23669 Single Family 7.025 89031 Single Family 7.6 00000 XXX 6.975 12208 Single Family 8.7 2056 Single Family 8.575 23231 Single Family 8.755 2895 2-4 Family 7.575 6610 2-4 Family 9.55 33458 Single Family 6.925 92880 Single Family 5.875 19702 Single Family 6.775 92376 Single Family 7.325 11950 Single Family 7.8 32404 Single Family 7.9 20716 Single Family 8.5 70448 Condominium 8.975 6237 Single Family 6.675 11210 Single Family 8.5 32526 Single Family 7.875 3279 Single Family 8.05 95376 Single Family 6.735 19701 Townhouse 6.6 32738 Single Family 12.5 5001 Single Family 7.825 1440 2-4 Family 8.75 99205 Single Family 10.775 00000 XXX 7.825 85382 Condominium 5.525 93722 Single Family 8.65 77357 Single Family 9.35 00000 XXX 10.145 77082 Single Family 8.565 46221 Single Family 12.575 92020 Single Family 10.06 79928 Single Family 9 80543 PUD 8.927 33186 Condominium 8.275 44663 Single Family 8.75 95051 Single Family 6.88 85379 Single Family 7.75 85379 Single Family 12.99 93003 Single Family 7.65 89131 Single Family 9.67 98661 Single Family 7.795 98661 Single Family 12.5 92883 XXX 0.000 00000 XXX 11.95 76258 Single Family 8.875 19151 Single Family 8.5 63735 Single Family 9.5 46227 Single Family 9.625 8081 Single Family 9.25 63033 Single Family 12 23417 Single Family 8.25 22025 XXX 0.000 00000 XXX 8.625 48089 Single Family 12.5 98223 Single Family 12 63111 Single Family 8.625 75418 Single Family 9.5 47352 Single Family 9.875 21286 Single Family 8.75 18328 XXX 00 00000 XXX 8.875 74134 Single Family 9.75 61704 Single Family 9.625 43230 Single Family 8 19143 Single Family 9.375 4287 Single Family 9.5 32205 Single Family 8.5 60638 Single Family 8.375 23602 Single Family 12.5 23224 Single Family 8.75 39059 Single Family 9.375 23462 Single Family 8.25 60426 2-4 Family 9.75 29485 PUD 9 30228 Single Family 12.5 24018 PUD 8.875 48092 Single Family 9.625 16509 Single Family 7.5 98363 Single Family 9 48917 Single Family 10.125 76022 Single Family 9.75 00000 XXX 9.625 6360 2-4 Family 8.5 87532 Single Family 8.75 34759 XXX 0.000 00000 XXX 9.375 46550 Single Family 8.5 46550 Single Family 12 63147 Single Family 9.25 23325 Single Family 8.25 84074 Single Family 7.775 00000 XXX 11.99 97266 Single Family 7.15 97266 Single Family 11.99 82718 Single Family 9.725 78504 Single Family 9.95 97045 Single Family 8.5 92262 Single Family 7.875 60126 Single Family 10.5 30542 Single Family 7.875 65721 Single Family 8.625 32826 XXX 0.000 00000 XXX 8.75 32707 Single Family 11.875 00000 XXX 7.75 30518 XXX 00.000 00000 XXX 7.75 65721 Single Family 12.875 32805 2-4 Family 8.5 33884 Single Family 7.625 18466 XXX 0.000 00000 XXX 14.25 15226 Single Family 9.75 92337 Single Family 7.5 6112 2-4 Family 7.6 11423 Single Family 10.89 21061 Single Family 7.6 33127 Single Family 8.69 90810 Single Family 6.79 91911 Single Family 7.79 32808 Single Family 7.5 20722 Single Family 8.59 33810 2-4 Family 11.25 92225 Single Family 7.49 32065 Single Family 7.59 31324 Single Family 9.25 60431 Single Family 10.24 30736 Single Family 9.69 32210 Single Family 10.4 78613 Single Family 6.99 97217 Single Family 6.44 6062 Single Family 8.5 38555 Single Family 10.59 92404 Single Family 6.25 95630 Single Family 8.775 95630 Single Family 12.6 34772 Single Family 7.8 33064 Single Family 7.84 90023 2-4 Family 9.4 7016 Single Family 8.9 32839 Single Family 6.75 60629 Single Family 9.99 89123 Single Family 8.99 92707 Single Family 7.64 92707 Single Family 11.7 92708 Single Family 7.99 56425 Single Family 7.99 14823 Single Family 11.44 93230 Single Family 7.69 22192 Single Family 7.29 33068 Single Family 6.44 83687 Single Family 7.95 21075 Single Family 8.99 60620 Single Family 9.3 92404 Single Family 7.1 60101 Single Family 11.2 95843 Single Family 9.85 81003 Single Family 9.24 33013 Single Family 9.3 93647 Single Family 8.99 89015 Single Family 7.5 20772 Single Family 8.9 60430 Single Family 7.39 89011 Single Family 7.89 94592 Single Family 8.44 90303 Single Family 7.25 7114 2-4 Family 9.54 60101 Single Family 8.94 33782 Single Family 6.35 8083 Single Family 9.9 93727 Single Family 7.6 60426 Single Family 10.088 37332 Single Family 9.15 92346 Single Family 8.22 00000 XXX 8.54 85345 Single Family 8.55 7108 Single Family 8.4 90062 Single Family 9 33409 PUD 9.25 32506 Single Family 9.95 25401 Single Family 8.99 60651 2-4 Family 8.59 90631 Single Family 6.09 91766 Single Family 9.8 84414 Single Family 6.5 33834 Single Family 9.35 92804 Single Family 6.9 97702 Single Family 8.44 92610 Single Family 8.25 7305 2-4 Family 9.5 29072 Single Family 9.85 92377 Single Family 8.49 92506 Single Family 9.34 32703 Single Family 8.79 32703 Single Family 12.75 92506 Single Family 8.64 46385 Single Family 11.05 33607 Single Family 7.64 91764 Single Family 7.14 92307 Single Family 6.85 92307 Single Family 11.25 21213 Single Family 10.39 32225 Single Family 8.89 2571 Single Family 8.89 92868 Single Family 8.84 23504 Single Family 10.14 91107 Single Family 7.64 30273 Single Family 8.8 00000 XXX 9.2 98038 Single Family 8.99 2122 2-4 Family 8.13 95945 Single Family 7.75 14613 2-4 Family 10.5 6810 Single Family 10.2 60106 Single Family 7.865 2081 Single Family 9.44 33445 Single Family 8.9 29506 Single Family 10 7083 Single Family 9.2 10304 Single Family 7.25 46307 Single Family 8.94 7438 Single Family 6.8 34653 Single Family 7.34 34653 Single Family 11.45 60302 Single Family 6.59 91352 Single Family 8.328 23602 Single Family 9.69 25438 Single Family 6.84 60644 2-4 Family 6.79 20784 Single Family 8.84 90011 Single Family 9.45 78749 Single Family 7.64 60090 Single Family 10.45 81007 Single Family 8.54 90003 2-4 Family 8.64 60628 Single Family 9.45 34432 Single Family 8.5 92277 Single Family 9.24 23324 Single Family 7.95 33073 Single Family 11.5 92505 Single Family 9.4 78613 Single Family 8.35 90303 Single Family 7.5 60632 2-4 Family 10.34 7940 Single Family 9.5 60302 Single Family 8.39 20147 Single Family 8.75 32904 Single Family 8.04 60426 Single Family 9.69 53210 2-4 Family 10.7 32208 Single Family 7.85 90504 Single Family 7.75 33157 Single Family 6.65 79936 Single Family 8.89 90201 2-4 Family 8.69 34222 Single Family 7.615 90278 Single Family 6.95 89107 Single Family 8.9 33615 Single Family 8.35 00000 XXX 8.6 23605 Single Family 8.99 93726 Single Family 7 91710 Single Family 7.99 23608 Single Family 9.7 7508 Single Family 6.8 55049 Single Family 6.6 70811 Single Family 8.975 3060 Single Family 6.8 92392 Single Family 6.999 4076 Single Family 6 1040 2-4 Family 9.75 92504 Single Family 7.3 00000 XXX 9.2 90650 Single Family 8.5 90650 Single Family 11.7 32086 Single Family 7.45 68127 Single Family 9.75 48219 Single Family 9.875 80015 Single Family 12.25 00000 XXX 8.65 85208 Single Family 6.55 94509 Condominium 9.35 20011 Single Family 8.5 92335 Single Family 9.95 23842 Single Family 9.875 00000 XXX 9.625 30349 Single Family 7.75 93727 Single Family 10.74 33770 Single Family 8.625 20735 Single Family 9.325 33711 Single Family 8.25 85210 Condominium 9.85 71957 Single Family 10.45 89502 Single Family 8.15 23234 Single Family 8.99 30338 Single Family 9.075 92344 Single Family 12.5 00000 XXX 8.4 30157 PUD 12.2 93536 Single Family 8.2 93536 Single Family 12.4 00000 XXX 7.35 00000 XXX 8.225 91732 2-4 Family 9.95 98467 Single Family 8.15 31093 Single Family 6.8 00000 XXX 10.3 85032 Single Family 9.675 53172 Single Family 10.05 53226 Single Family 9.775 77094 Single Family 7.15 30066 XXX 00.0 00000 XXX 8.825 8110 Single Family 9.6 63136 Single Family 10.475 65712 Single Family 9 8723 Single Family 8.95 12095 2-4 Family 12.425 33774 Single Family 10.5 32218 Single Family 11 92345 Single Family 7.875 15469 Single Family 9.65 33810 Townhouse 8.25 43731 Single Family 11.35 00000 XXX 8.875 32773 PUD 10 43078 Single Family 10.75 44833 Single Family 10.375 95215 Single Family 6.385 32218 Single Family 7.975 00000 XXX 6.65 85254 Single Family 10.5 22655 Single Family 11.75 5068 Single Family 7.575 55412 Single Family 8.25 95215 Single Family 10.99 92103 Condominium 6.025 32822 Single Family 6.65 56479 Single Family 10.25 55367 Single Family 6.6 95832 Single Family 6.675 3887 Single Family 7 13753 Single Family 10.75 95006 Single Family 5.775 92020 Single Family 6.25 56382 Single Family 8.425 3275 2-4 Family 6.95 55075 Single Family 7.95 19804 Single Family 6.99 92879 Single Family 5.875 44272 Single Family 6.775 85254 Single Family 7.595 23235 Townhouse 8.5 00000 XXX 7.675 22307 Single Family 6.925 98349 PUD 8.29 3303 Single Family 6.6 32904 Single Family 6.41 604 Single Family 8.225 55122 Single Family 8.6 5773 Single Family 8.225 22960 Single Family 7.3 95209 Single Family 10.4 85239 PUD 8.725 6484 Condominium 8.99 33907 2-4 Family 7.8 93722 Single Family 12 19801 Single Family 7.975 23452 Single Family 7.92 19952 Single Family 6.025 32541 Single Family 8 93561 Single Family 6.5 55719 Single Family 9.65 56470 Single Family 6.425 56334 Single Family 8.325 55441 Single Family 6.775 24503 Single Family 5.875 3431 Single Family 6.735 6854 Single Family 6.325 12090 Single Family 9.2 3064 2-4 Family 8.4 85207 Single Family 6.375 22554 Single Family 6.625 23120 Single Family 6.275 55419 Single Family 8.425 7436 Single Family 6.6 91605 Single Family 6.3 92336 Single Family 6.75 13753 Single Family 6.95 7458 Single Family 8.175 87123 Single Family 7.05 56020 Single Family 9.35 6231 Single Family 6.9 19960 Single Family 6.625 1237 Single Family 8.2 2863 2-4 Family 7.625 11706 Single Family 8.65 55316 Single Family 6.65 90280 Single Family 5.99 20736 Single Family 7.5 89145 Single Family 8.58 34746 Single Family 5.85 89145 Single Family 11.5 2891 Single Family 5.275 3801 Single Family 6.75 24324 Single Family 6.475 91706 Single Family 6.8 33189 Single Family 6.2 33912 Single Family 5.91 32707 Single Family 6.605 80015 Single Family 6.4 98166 Single Family 6.7 55303 Single Family 6.68 85027 Single Family 6.2 49962 Single Family 7.999 33186 Condominium 6.925 32907 Single Family 9.5 00000 XXX 8.275 95628 Single Family 6.475 21207 Single Family 8.775 33440 2-4 Family 10.725 2840 Single Family 5.775 23224 Single Family 7.825 17325 PUD 9.4 85705 Single Family 10 27408 Single Family 9.375 48911 Single Family 9.15 00000 XXX 8.85 44661 Single Family 8 12533 Single Family 7.25 42262 Single Family 10.4 92253 Single Family 8.95 11236 2-4 Family 7.5 44137 Single Family 9.3 53208 2-4 Family 8.15 20774 Condominium 9.275 00000 XXX 9.825 85349 Single Family 9.85 19061 Single Family 8.8 33037 Single Family 9.6 32303 Single Family 9.3 55371 Single Family 7.75 55371 Single Family 12.2 00000 XXX 8.375 94560 Single Family 9.2 94560 Single Family 12.375 63376 Single Family 9.8 93543 Single Family 8.7 63147 Single Family 10.125 30083 Single Family 9.4 00000 XXX 9.625 33177 Single Family 8.75 72764 Single Family 10.3 2863 2-4 Family 6.275 95670 Single Family 5.835 95360 Single Family 6.5 95376 Single Family 11.49 8809 Single Family 7.085 90042 Single Family 6.15 92880 Single Family 11.5 10804 Single Family 6.192 6243 Single Family 7.375 91763 Condominium 6.5 94061 Single Family 6.249 93536 Single Family 5.85 90290 Single Family 6 85743 Single Family 8.425 3249 Single Family 6.6 6902 Condominium 7.9 4032 Single Family 6.6 00000 XXX 7.325 93535 Single Family 8.75 93907 Single Family 6.6 89156 Single Family 6.999 56736 Single Family 6.125 00000 XXX 6.6 14150 Single Family 9.925 89434 Single Family 8.645 95367 Single Family 5.825 00000 XXX 7.475 95367 Single Family 11 1230 Condominium 8.734 85207 Single Family 8.025 35444 Single Family 6.875 30107 Single Family 8.847 3818 Single Family 7.575 33023 Single Family 12.5 20784 Single Family 6.45 35462 Single Family 8.575 85203 Single Family 7.2 00000 XXX 7.075 3835 Single Family 6.75 32771 Condominium 12.5 11701 Single Family 6.625 3878 Single Family 6.875 85035 Single Family 6.5 33774 Single Family 6.575 12542 Single Family 6.74 34947 Single Family 7.825 55337 Single Family 7.29 34471 Single Family 7.53 3801 Single Family 7.7 95663 Single Family 6.49 34711 Single Family 6.6 80135 Single Family 8.275 56334 Single Family 6.925 00000 XXX 6.925 28658 Single Family 10.45 2864 Condominium 8.62 00000 XXX 12.1 23234 Single Family 8.6 23234 Single Family 12.35 23832 Single Family 8.95 23222 Single Family 8.7 31707 Single Family 8.9 34288 Single Family 8.025 34950 Single Family 9.35 32208 Single Family 9.3 53081 Single Family 8.65 19964 Single Family 8.35 54729 Single Family 9.99 46229 Single Family 8.36 24279 Single Family 12.35 61244 Single Family 10.4 33179 Condominium 8.775 52722 Single Family 8.4 85746 Single Family 8.6 00000 XXX 9.625 97080 Single Family 8.775 62956 Single Family 10.425 00000 XXX 8.15 71046 Single Family 12.3 97467 Single Family 10.15 29483 Single Family 11 32809 Single Family 8.8 30117 Single Family 10.4 30038 Single Family 9.9 30134 Single Family 9.5 00000 XXX 8.75 20695 Single Family 11.275 33569 Single Family 9.3 36606 Single Family 9.3 00000 XXX 9.75 34223 Single Family 8.6 60457 Single Family 7.575 46224 Single Family 10.5 27405 Single Family 11.1 33319 Single Family 9.425 37876 Single Family 9.5 31523 Single Family 9.475 20784 Single Family 9.8 38125 Single Family 10.15 70116 Single Family 10.125 00000 XXX 6.95 00000 XXX 9.125 30034 Single Family 9.3 30542 Single Family 9.925 95667 2-4 Family 7.6 92115 Single Family 7.25 95301 Single Family 8 30157 Single Family 9 29576 Condominium 9.625 52722 Single Family 10.2 48218 Single Family 8.3 34116 Single Family 8.3 11203 2-4 Family 11.03 00000 XXX 7.15 94544 Single Family 8.175 94544 Single Family 12.2 72076 Single Family 8.9 7018 Single Family 8.55 33161 Single Family 7.7 40291 Single Family 9.35 38109 Single Family 7.75 30310 Single Family 8.25 30087 Single Family 9.1 11901 Single Family 10.75 37207 Single Family 9.45 76112 Single Family 7.625 32130 Single Family 8.95 30135 Single Family 9.64 00000 XXX 8.75 23607 Single Family 7.525 33161 2-4 Family 8.6 00000 XXX 9.5 23235 Single Family 8.875 00000 XXX 8.75 85251 Single Family 7.45 64012 Single Family 9.125 92345 Single Family 8.375 20720 Single Family 8.625 20720 Single Family 12.75 00000 XXX 10.875 33458 Single Family 9.2 21550 Single Family 8.625 23453 PUD 9 47243 Single Family 7.75 47162 Single Family 9.875 99201 Single Family 9.125 60534 Single Family 9.375 00000 XXX 10.25 23602 Single Family 8.425 95757 Single Family 8.25 00000 XXX 7.75 21122 Single Family 9.25 7440 Single Family 8.5 76140 Single Family 9.125 93523 Single Family 8.575 61282 Single Family 10.025 00000 XXX 9.875 87114 Single Family 9.925 46901 Single Family 8.99 85009 Single Family 9.5 00000 XXX 7.75 1588 Single Family 10.5 92251 Single Family 8.5 21215 Single Family 9.125 36575 PUD 9.25 93307 Single Family 12 93307 Single Family 8.2 49424 Single Family 8.75 49424 Single Family 11.95 33569 XXX 0.000 00000 XXX 10.797 49444 Single Family 8.625 8628 Single Family 8.25 15214 Single Family 8.875 45240 Single Family 8.6 90018 Single Family 12.25 24104 Single Family 8.75 00000 XXX 6.5 24279 Single Family 8.35 85254 Single Family 7.95 92373 Condominium 10.75 22306 Condominium 8.875 15904 Single Family 8 44646 Single Family 9.625 21122 XXX 0.000 00000 XXX 9.75 24018 Single Family 12 17331 Single Family 8.5 64085 Single Family 9.955 65072 Single Family 8.5 97405 Single Family 8.75 34953 Single Family 7.5 32822 Condominium 8.875 00000 XXX 8.875 32822 Xxxxxxxxxxx 00 00000 XXX 11.25 33547 PUD 8.25 33311 Single Family 7.5 76401 Single Family 9.5 48202 Single Family 8.99 37803 Single Family 9.175 23803 Single Family 9.5 76207 Single Family 10.125 52645 Single Family 8.5 23692 Single Family 7.925 55082 Single Family 10 20902 Single Family 8.475 6232 Single Family 7.275 20748 Single Family 8.8 21221 Single Family 9.65 7306 2-4 Family 8.375 24124 Single Family 7.7 30134 Single Family 7.8 79903 Single Family 11.15 45807 Single Family 8.99 20743 Single Family 8.99 11420 Single Family 8.5 33713 Single Family 8.875 00000 XXX 9.45 64130 Single Family 10.3 00000 XXX 8.725 89104 Single Family 9.15 33445 Single Family 9.45 37211 Single Family 10.5 35404 Single Family 10.25 60620 Single Family 9.99 60619 Single Family 10.25 54945 Single Family 8.3 54751 Single Family 9.9 47346 Single Family 8.6 21222 Townhouse 9.5 48212 Single Family 8.95 34475 Single Family 9.35 30269 Single Family 9.375 53218 Single Family 9.675 70435 Single Family 6.5 90240 Single Family 9.325 33441 Single Family 7.947 44135 Single Family 9 71603 Single Family 9.95 91745 Single Family 8.775 48221 Single Family 10.5 93304 Single Family 7.875 21804 PUD 9.075 14580 Single Family 8.625 6024 Single Family 11.1 32131 Single Family 10.2 68502 Single Family 10.3 18504 Single Family 12.1 66212 Single Family 10.15 53086 Single Family 10.25 53210 2-4 Family 10.4 43204 Single Family 8.45 46845 Single Family 9.95 23325 Townhouse 9.875 33594 XXX 0.000 00000 XXX 11.35 33781 Single Family 8.525 95988 Single Family 7.725 32177 Single Family 8.725 33714 Single Family 7.675 21804 Single Family 8.45 20117 Single Family 9.5 24501 Single Family 8.875 20602 Townhouse 9.75 90002 Single Family 9.03 33054 Single Family 7.5 27522 Single Family 10.7 94702 Single Family 9.225 61265 Single Family 10.4 94702 Single Family 12.65 89031 Single Family 8.125 20659 Single Family 9.725 53186 Single Family 7.95 00000 XXX 6.75 00000 XXX 12.625 20735 Single Family 9.75 00000 XXX 8.6 00000 XXX 7.6 89015 Single Family 6.4 15351 Single Family 8.85 91306 Single Family 9.805 33012 Condominium 9.95 20706 Single Family 9.65 87124 Single Family 10.5 22193 Single Family 8 33012 Single Family 10.6 22401 Single Family 10.375 21666 Single Family 9.3 24087 Single Family 9.975 76028 Single Family 8 76028 Single Family 13.3 31907 Single Family 8.55 20784 Single Family 8.3 20603 Single Family 8.275 32726 Single Family 9.575 19904 Single Family 8.75 63031 Single Family 8.15 21244 Single Family 9.625 61084 Single Family 6.69 77386 Single Family 9.875 20784 Single Family 7.24 33313 Single Family 8.45 89115 Single Family 7.25 33033 Single Family 7.69 33625 Single Family 9.2 65781 Single Family 9.6 7304 Single Family 7.8 93241 Single Family 9.875 72701 Single Family 8.8 00000 XXX 9.5 54302 Single Family 9.875 32257 Single Family 11.55 23803 Single Family 9.75 63033 Single Family 10.25 85203 Single Family 9.625 11704 Single Family 10.65 11717 Single Family 9.1 21740 Single Family 10.375 23464 Single Family 7.3 7504 Single Family 7.49 33023 Single Family 6.75 48205 Single Family 9.95 85033 Single Family 8.9 00000 XXX 8.125 87105 Single Family 8.3 18466 Single Family 10.55 33023 Single Family 9.35 85035 Single Family 10.5 22603 Single Family 8.1 55429 Single Family 7.875 11234 Single Family 6.95 11234 Single Family 11.5 11784 Single Family 8.55 11784 Single Family 12.175 85035 Single Family 8.5 33759 Single Family 8.925 00000 XXX 8.7 00000 XXX 10.35 53225 Single Family 8.5 53066 2-4 Family 10.15 85204 Single Family 9.9 33155 Single Family 8.125 12912 2-4 Family 9.725 85043 Single Family 8.525 85043 Single Family 12.25 20019 Single Family 9.65 67401 Single Family 12 33024 Single Family 10.05 46158 Single Family 9.65 7843 Single Family 8.7 20748 Single Family 10.75 00000 XXX 9.8 00000 XXX 8.375 20706 Single Family 10.15 00000 XXX 9.5 33063 Condominium 11.2 46254 Single Family 9.95 29072 Single Family 10.75 00000 XXX 9.75 00000 XXX 9.45 23454 Single Family 9.2 30157 Single Family 8.625 90249 Single Family 8.05 34208 Single Family 8.45 7603 Single Family 8.375 85719 Single Family 8.05 85719 Single Family 11.25 20748 Single Family 7.55 92374 Single Family 8.22 78521 Single Family 10.95 66614 Single Family 9.7 34653 Single Family 10.25 23188 Single Family 7.75 7111 Single Family 8.25 46222 Single Family 9.2 46208 Single Family 9.2 90601 Condominium 9.2 18042 Single Family 8.4 22192 Condominium 7.225 89147 Single Family 8.85 00000 XXX 9.35 22903 Single Family 8.9 23664 Single Family 8.925 21136 Condominium 9.375 85746 Single Family 6.5 7628 Single Family 8.1 53081 Single Family 8.85 66611 Single Family 9.24 53144 Single Family 9.45 85033 Single Family 9.25 90061 Single Family 10.15 20011 Townhouse 9.99 89121 Single Family 8.775 00000 XXX 8.425 27302 Single Family 7.75 60653 2-4 Family 9.64 11236 2-4 Family 7.35 11236 2-4 Family 12.65 21244 Single Family 10.89 8109 Single Family 8.05 92324 Single Family 9.99 72076 Single Family 8.5 53143 Single Family 7.35 91321 Single Family 9.25 20019 Single Family 8 7026 2-4 Family 10.75 19145 Single Family 9.8 8205 Single Family 9.25 62618 Single Family 11.85 00000 XXX 8.875 95351 Single Family 8.375 00000 XXX 8.65 92225 Single Family 9.125 00000 XXX 8.5 95630 Single Family 7.065 23111 Single Family 8.5 30349 Single Family 12.5 21403 Single Family 7.85 18519 Single Family 8.74 85043 Single Family 7.05 54409 Single Family 9.55 53916 Condominium 10.9 85016 Single Family 8.25 39840 Single Family 9.625 2893 Single Family 9.14 98108 Single Family 6.4 52761 Single Family 9.9 92544 Single Family 9.655 45066 Single Family 8.6 53039 Single Family 8.1 32134 Single Family 7.625 85031 Single Family 11.05 37148 Single Family 8.85 66053 Single Family 10.25 63136 Single Family 9.5 33805 Single Family 8.575 53212 Single Family 9.25 45373 Single Family 8.4 33704 Single Family 8.675 61102 Single Family 7.9 8857 Single Family 9.125 90003 Single Family 9.15 64070 Single Family 8.25 32771 Single Family 7.5 7503 2-4 Family 7.65 34446 Single Family 7.125 31779 Single Family 10.78 20744 Condominium 7.925 98405 Single Family 9.1 52804 Single Family 9.2 85635 Single Family 12.1 6902 Single Family 8.775 93648 Single Family 9.44 20744 Single Family 8.99 84404 Single Family 9.65 20785 Single Family 7.6 43206 Single Family 9 89084 PUD 11 85029 Single Family 7.55 7504 2-4 Family 9.015 00000 XXX 7.75 92584 XXX 00.0 00000 XXX 9.925 45365 Single Family 9.975 21030 Single Family 7.75 64030 Single Family 7.9 52804 Single Family 8.99 21133 Single Family 8.7 85635 Single Family 8.43 85710 Single Family 7.525 64801 Single Family 7.65 64801 Single Family 12.25 32225 Single Family 9.525 38053 Single Family 8.325 38053 Single Family 12.15 00000 XXX 7.5 00000 XXX 12.55 21851 Single Family 10.4 30022 Single Family 7.75 8004 Single Family 8.24 96019 Single Family 7.89 23851 Single Family 8.8 33607 Single Family 10.215 89131 Single Family 11.45 00000 XXX 6.6 92780 Single Family 7.05 20151 Single Family 6.99 94947 Single Family 7.75 18324 Single Family 9.84 19701 Single Family 8.94 33711 Single Family 9.175 33983 Single Family 10.99 60651 Single Family 9.09 21216 Single Family 6.44 91411 Single Family 6.14 90061 Single Family 9.6 35020 Single Family 9.75 89123 Single Family 8.64 32726 Single Family 6.29 91351 Single Family 7.44 15727 Single Family 10.69 91343 Single Family 9.6 53207 Single Family 8.84 93308 Single Family 9.39 75009 Single Family 7.95 89123 Single Family 11.8 23464 Single Family 7.19 30349 Single Family 9.89 90011 Single Family 7.49 11207 2-4 Family 9.3 38134 Single Family 9.95 92392 Single Family 6.74 85901 Single Family 7.69 8066 Single Family 9.75 33172 Condominium 10.475 14904 Single Family 7.69 33312 Single Family 8.45 60101 Single Family 7.99 36830 Single Family 10.375 92344 Single Family 9.3 89015 Condominium 10.6 18505 Single Family 11.75 18505 Single Family 8 89084 PUD 8 60443 Single Family 7.9 91773 Single Family 8 96002 Single Family 8.1 00000 XXX 7.14 85251 Single Family 8.19 34606 Single Family 10.115 33405 Single Family 8.79 8733 Single Family 8.34 93230 Single Family 6.94 15235 Single Family 8.69 92675 Single Family 9.388 92344 Single Family 6.99 38111 Single Family 10.45 8002 Single Family 9.65 33317 Single Family 7.94 7424 Single Family 6.99 8091 Single Family 8.99 8059 Single Family 10.84 33928 Single Family 7.85 60660 Condominium 7.79 8015 Single Family 7.59 10550 Single Family 7.35 00000 XXX 8.25 20720 Single Family 9.525 93501 Single Family 9.5 30034 Single Family 10.65 95206 Single Family 8.99 00000 XXX 8.55 33570 Single Family 9.525 60619 Single Family 8.69 92563 Single Family 7.3 33319 Single Family 9.09 87124 Single Family 9.65 37643 Single Family 9.775 56540 Single Family 8.225 00000 XXX 6.925 23321 Condominium 9.75 92336 Single Family 5.999 11436 Single Family 8.175 00000 XXX 7.475 33771 Single Family 9.1 32501 Single Family 9.275 33023 Single Family 8.375 32907 Single Family 5.85 91016 Single Family 7.25 32425 Single Family 6.6 3561 Single Family 7.475 21713 Single Family 5.85 1440 Single Family 5.85 4668 Single Family 7.5 85282 Single Family 6.675 55422 Single Family 8.75 3561 Single Family 12.5 4441 Single Family 5.895 1527 Single Family 9.1 3106 Single Family 6.6 8854 Single Family 7.75 3054 Condominium 6.7 11208 Single Family 6.275 92571 Single Family 6.1 91401 Single Family 6 4029 Single Family 8.2 3104 2-4 Family 5.85 33912 Single Family 12.5 4064 Condominium 7.625 1841 Single Family 12.5 85203 Single Family 5.85 12603 Single Family 7.16 6037 Single Family 6.8 24521 Single Family 7.075 89115 Single Family 6.995 5454 PUD 11.125 91934 Single Family 6.575 32208 Single Family 8.85 24141 Single Family 8 85301 Single Family 8.55 85301 Single Family 11.55 84078 Single Family 10.825 97301 Single Family 8.95 89030 Single Family 8.25 93240 Single Family 7.99 97828 Single Family 8.75 85205 Single Family 7.95 00000 XXX 8.95 92503 Single Family 6.45 92223 Single Family 8.75 92505 Single Family 6.6 98042 Single Family 7.5 92316 Single Family 7 85051 Single Family 8.5 93202 Single Family 7.5 92115 Condominium 8.25 89110 Single Family 6.8 95210 Single Family 8.75 00000 XXX 7.5 97322 Single Family 8.25 91205 Single Family 8 85301 Single Family 8 89048 Single Family 7.95 85719 Single Family 8.75 00000 XXX 7.75 89121 Single Family 7.25 91344 Single Family 7 6010 Single Family 8.25 92551 Single Family 6.25 93313 Single Family 7.75 89110 Single Family 7.25 00000 XXX 8.75 92399 Single Family 6.5 85006 Single Family 7.75 93552 Single Family 9.75 94603 Single Family 7.99 92780 Condominium 8.1 90059 Single Family 8.35 97365 Single Family 7.75 98117 2-4 Family 6.25 90650 Single Family 8.25 85041 Single Family 9.5 89030 Single Family 8.25 85351 Single Family 7.5 91311 Condominium 6.5 86442 Single Family 8.25 89015 Single Family 7.95 00000 XXX 8.25 89048 Single Family 7.75 32826 Single Family 10.5 93702 Single Family 10.55 98501 Single Family 7.25 00000 XXX 8.25 99212 Single Family 7.25 90026 2-4 Family 7.75 85301 Condominium 7.25 90068 Condominium 9 97127 Single Family 8.5 89031 Single Family 7.75 86442 Single Family 7.5 92231 Single Family 6.99 90808 Single Family 7.75 92886 Single Family 7.15 94544 Single Family 6.25 98387 Single Family 7.25 94804 Single Family 6.6 91007 Single Family 7 87121 Single Family 7.25 83647 Single Family 8.25 00000 XXX 8.25 00000 XXX 6.5 90604 Condominium 6.75 98052 Single Family 7 93535 Single Family 6.5 92336 Single Family 8.75 98368 Single Family 7 90305 Single Family 6.5 85749 Single Family 8.65 85643 Single Family 6.25 92337 Single Family 8.5 86004 Single Family 7.6 86442 Single Family 9.5 85220 Single Family 7 85201 Single Family 8.5 85029 Single Family 9.5 87124 Single Family 8.5 87402 Single Family 7.5 89031 Single Family 7.75 85714 Single Family 9.5 91406 Single Family 6.9 92509 Single Family 8.25 92346 Single Family 9.25 89122 Single Family 7.75 97383 Single Family 6.5 92314 Single Family 7.5 92553 Single Family 7.5 98382 Single Family 8.25 00000 XXX 6.5 98942 Single Family 8.95 00000 XXX 8.99 90631 Single Family 8 97013 Single Family 8.25 93010 Single Family 7.75 91977 Condominium 5.65 92335 Single Family 6.35 83501 Single Family 9 85706 Single Family 10 95482 Single Family 8.75 85351 Single Family 7.25 92371 Single Family 6.25 92311 Single Family 8.95 86314 Single Family 8.95 97405 Single Family 7.95 72635 Single Family 8.95 98443 Single Family 7.95 00000 XXX 7.5 98034 Single Family 6.75 98902 Single Family 8.25 88001 Single Family 8.65 87124 Single Family 9 85621 Single Family 7 85345 Single Family 8.25 89149 Single Family 8.25 98444 Single Family 8.95 00000 XXX 6.25 93250 Single Family 8.25 89445 Single Family 7 90303 Single Family 8.95 92201 Single Family 7.25 00000 XXX 8.25 33852 Single Family 8.5 90044 2-4 Family 7.25 97526 Single Family 7.75 97355 Single Family 9.5 92530 Single Family 8 98284 Single Family 8.5 99338 Single Family 8.25 98661 Single Family 8.25 92335 Single Family 8 92139 Condominium 7 85242 Single Family 7 92020 Single Family 6.525 93543 Single Family 6 92508 Single Family 6 34711 Single Family 7.95 89107 Single Family 7.95 85037 Single Family 8.5 89012 Single Family 8.95 00000 XXX 6.5 00000 XXX 6.5 85706 Single Family 8.25 00000 XXX 7.5 85042 Single Family 8.95 00000 XXX 7.25 90255 Single Family 8.25 00000 XXX 6.75 98144 Single Family 8.25 89506 Single Family 8.75 86413 Single Family 8.95 00000 XXX 7.75 83686 Single Family 6.5 89048 Single Family 9.5 93505 Single Family 9 89032 Single Family 8 97754 Single Family 7.75 60007 Condominium 9.875 46809 Single Family 9.305 85037 Single Family 8.125 85301 Single Family 7.675 00000 XXX 8.7 95361 Single Family 7.75 00000 XXX 9.75 17603 Single Family 8.175 65742 Single Family 8.675 89110 Single Family 6.45 89110 Single Family 10.2 90222 Single Family 7.85 90222 Single Family 11.5 90731 Single Family 8.09 97020 Single Family 6.8 97020 Single Family 11.55 33936 Single Family 8.65 33605 2-4 Family 7.8 32068 Single Family 7.05 98055 Condominium 6.8 92395 Single Family 7.99 92395 Single Family 11.24 85042 Single Family 7.95 32134 Single Family 8.05 63069 Single Family 6.8 63069 Single Family 10.45 29506 Single Family 9.35 85027 Single Family 7.75 95367 Single Family 7.99 95367 Single Family 11.24 29210 Single Family 8.8 16048 Single Family 8.8 48224 Single Family 6.95 6473 Single Family 7.15 6473 Single Family 11.55 32962 Single Family 8.45 90650 Single Family 7.95 90650 Single Family 11.24 77089 Single Family 8 74501 Single Family 8.55 29169 Single Family 7.6 00000 XXX 6.7 00000 XXX 11.05 48386 Single Family 7.59 20735 Single Family 6.99 33772 Single Family 8.3 92703 Single Family 7.7 90746 Single Family 8.7 92392 Single Family 6.6 92392 Single Family 10.5 99208 Single Family 8.6 91737 Single Family 7.55 91737 Single Family 11.24 33317 Condominium 8.2 85087 Single Family 8.5 89512 Condominium 7.55 32218 Single Family 7.49 48227 Single Family 9.65 98258 Single Family 7.5 98498 Single Family 8.8 00000 XXX 6.95 00000 XXX 11.05 63090 Single Family 7.7 84108 Condominium 9.15 91010 Single Family 7.49 92307 Single Family 6.2 92307 Single Family 11.55 3062 Single Family 7.2 95632 Single Family 7.9 92804 Single Family 7.8 91710 Single Family 6.6 00000 XXX 8.7 90604 Single Family 7.45 95660 Single Family 6.2 95660 Single Family 10.3 85008 Single Family 8.1 89156 Single Family 8.65 70611 2-4 Family 7.65 20774 Single Family 7.7 92336 Single Family 8.3 92336 Single Family 11.55 33548 Single Family 9.5 28803 Single Family 8.1 34743 Single Family 9.55 75043 Single Family 9.3 33414 Condominium 6.8 33414 Xxxxxxxxxxx 00.0 00000 XXX 10.55 33023 Single Family 9.5 89103 Single Family 7.85 53202 2-4 Family 8.6 53202 2-4 Family 11.75 77503 Single Family 9.6 33304 Single Family 8.1 33304 Single Family 11.5 93313 Single Family 7.1 93313 Single Family 10.99 32839 Single Family 11.75 63115 2-4 Family 9.25 48235 Single Family 9.9 12776 Single Family 7.2 14741 Single Family 8.45 14468 Single Family 6.85 14072 Single Family 11.2 12306 Single Family 9.99 43113 Single Family 7.9 45644 Single Family 12.5 14094 Single Family 9.6 12008 Single Family 10.25 14086 Single Family 9.5 17070 Single Family 8.6 14127 Single Family 11.35 19015 Single Family 9.35 00000 XXX 8.7 00000 XXX 8.928 52601 Single Family 11.05 92407 Single Family 9.875 91722 Single Family 7 87110 Single Family 9.95 85714 Single Family 8.95 90815 Single Family 8.5 92173 Condominium 7.5 97405 Single Family 8.45 97368 Single Family 7 97027 Single Family 8.5 90002 Single Family 8.5 88345 Single Family 8.95 89108 Single Family 6 89032 Single Family 11 93701 Single Family 8.6 89115 Single Family 8.95 85009 Single Family 8.75 87124 Single Family 9 92879 PUD 7.99 87505 Single Family 8.95 85715 Condominium 8.5 92543 Single Family 7.99 89104 Single Family 7.75 98274 Single Family 6.95 89015 PUD 7 99502 Single Family 8.75 00000 XXX 8.5 98502 Single Family 8.75 85029 Single Family 7.95 97103 Single Family 8.5 92683 Single Family 7.5 89706 Single Family 8 85635 Single Family 8.5 33637 Single Family 7.3 00000 XXX 7.95 95337 Single Family 8.3 92804 Single Family 7.8 28303 Single Family 9.55 85353 Single Family 7.65 85353 Single Family 11.55 32137 Single Family 8.95 32164 Single Family 7.45 95666 Single Family 7.85 92083 Single Family 7.25 92083 Single Family 10.99 33065 Condominium 8.55 92220 Single Family 9.3 92220 Single Family 12.25 00000 XXX 8.6 89121 Single Family 7.99 34235 Single Family 8.35 95242 Single Family 6.9 89145 Single Family 9.35 89027 Single Family 8.1 91732 Single Family 8.65 34473 Single Family 8.45 00000 XXX 8.2 29673 Single Family 9.7 00000 XXX 8.2 33605 Single Family 7.55 89117 Single Family 7.74 8823 Condominium 9.35 48091 Single Family 8.875 48313 Single Family 9.95 61260 Single Family 8.475 48420 Single Family 10.4 50702 Single Family 9.15 38119 Single Family 9.3 13783 Single Family 8.375 72204 Single Family 10.8 12083 Single Family 7.95 60619 2-4 Family 8.175 48091 Single Family 9.525 23464 Single Family 8.6 72554 Single Family 9.9 28117 Single Family 8.275 72315 Single Family 7.9 28227 Single Family 9.525 19111 Single Family 10.925 15174 Single Family 7.6 27106 Single Family 9 29588 PUD 8.925 8201 Single Family 8.9 70030 Single Family 8.925 49201 Single Family 11.05 72801 Single Family 8.475 98632 Single Family 7.375 12846 Single Family 8.3 89121 Single Family 8.925 22482 Single Family 8.925 48310 Single Family 9.625 28732 Single Family 9.275 8610 Single Family 9.5 5763 Single Family 9.7 71601 Single Family 9.7 6010 Single Family 8.75 63401 Single Family 9.625 12581 Single Family 9.325 48001 Single Family 9.15 38018 Single Family 9.225 28210 Single Family 9.625 48917 Single Family 10.35 8302 Single Family 10.4 37128 Single Family 9.55 3301 Single Family 8.4 32210 Single Family 8.775 48235 Single Family 8.625 48205 Single Family 8.9 63701 Single Family 11.475 13783 Single Family 10.275 98632 Single Family 10.85 48235 Single Family 12.1 48167 Single Family 9.025 89815 PUD 10.4 43545 Single Family 8.425 44444 Single Family 8.2 44146 Condominium 8.9 7106 2-4 Family 9.975 30439 Single Family 9.75 14063 Single Family 9.7 00000 XXX 8.2 44028 Single Family 8.95 83654 Single Family 9.125 21797 Single Family 9.075 65721 Single Family 10.525 43545 Single Family 11.275 43048 Single Family 11.65 00000 XXX 11.4 46544 Single Family 11.65 70611 Single Family 9.05 6517 2-4 Family 9.4 28585 Single Family 9.85 8527 Single Family 8.275 48117 Single Family 11.65 85331 Single Family 10.625 48225 Single Family 9.125 43952 Single Family 9.45 00000 XXX 9.85 11949 Single Family 10.925 92832 Single Family 8.925 92301 Single Family 6.9 93905 Single Family 7.8 90806 Single Family 8.4 92231 Single Family 8.25 23605 Single Family 9.05 23605 Single Family 9.05 91745 Single Family 7.99 00000 XXX 12.49 33972 Single Family 12.74 92335 Single Family 12.49 34953 Single Family 12.49 91761 Single Family 12.49 46280 Single Family 9.4 98272 Single Family 9.665 98272 Single Family 12.49 00000 XXX 12.74 63116 2-4 Family 10.09 00000 XXX 7.925 77099 PUD 9.99 44011 Single Family 7.05 44011 Single Family 12.49 92301 Single Family 12.125 73111 Single Family 11.45 54902 Single Family 12.5 66021 Single Family 6.99 20723 Condominium 8.125 22968 Single Family 11.5 33441 Single Family 6.3 20723 Condominium 11.5 29418 2-4 Family 12.5 36617 Single Family 10.175 6320 2-4 Family 6.975 6320 2-4 Family 12.5 1108 Single Family 12 90745 Condominium 12.5 00000 XXX 6.975 32696 Single Family 8.67 24479 Single Family 9.8 30311 Single Family 9.2 92307 Single Family 7.55 33904 Single Family 8.175 64831 Single Family 7.475 32738 Single Family 6.725 32456 Townhouse 7.975 27520 Single Family 7.15 10969 Single Family 9.95 4742 Single Family 9.85 4475 Single Family 8.725 24501 Single Family 7.38 10303 2-4 Family 8.475 31719 Single Family 8.75 36502 Single Family 11 56501 Single Family 8.125 4434 Single Family 7.999 31719 Single Family 12.5 32211 Single Family 9.18 1119 Single Family 9.43 2886 Single Family 6.85 14450 Single Family 12.5 1702 Condominium 8.29 4254 Single Family 8.025 1526 2-4 Family 6.999 55406 Single Family 6.999 56001 Single Family 7.59 3809 Single Family 7.725 37040 Single Family 8.91 35473 Single Family 11.175 3223 Single Family 6.6 4763 Single Family 8.475 86336 Single Family 7.8 63122 Single Family 9.4 30078 XXX 0.000 00000 XXX 10.875 48205 Single Family 9.125 48238 Single Family 10.1 28403 Single Family 9.6 28403 Single Family 12.49 11235 Condominium 11.828 48867 Single Family 8.275 64130 Single Family 10.2 64117 Single Family 8.775 8844 Single Family 9.625 10930 Single Family 9.5 8731 Single Family 10.25 7865 Single Family 8.625 8844 Single Family 9.5 8753 Single Family 8.25 8648 Single Family 11.875 8610 Single Family 9.5 8724 Condominium 8.75 8721 Single Family 7.875 18042 Single Family 11.5 8629 2-4 Family 10.875 20137 Single Family 9.375 8034 Condominium 10.375 78046 Single Family 8.3 31635 Single Family 10.625 36117 Single Family 8.875 00000 XXX 10.425 85032 Single Family 9.6 89110 Single Family 9.6 00000 XXX 8.9 00000 XXX 11.75 89149 PUD 6.95 34787 Single Family 9.95 20181 Single Family 8 87114 Single Family 9.325 79762 Single Family 9.75 68104 Single Family 8.95 8559 Single Family 8.25 20613 Single Family 10.5 18504 Single Family 8.75 35111 Single Family 7.375 33404 Single Family 9.95 30344 Single Family 7 30066 Single Family 9.15 8527 Single Family 8.25 20032 Townhouse 8.625 8012 Single Family 9.8 44128 Single Family 9.375 85710 Single Family 11.8 44302 Single Family 9.45 44302 Single Family 9.2 44305 Single Family 9.45 33140 Condominium 9.425 66210 PUD 8.5 94577 Single Family 8.75 49060 Single Family 10.05 6331 Single Family 8.75 22407 Single Family 10.5 11950 Single Family 8.725 20877 Condominium 10.25 31401 2-4 Family 11.125 00000 XXX 8.5 89030 Single Family 8.95 47150 Single Family 10.25 61741 Single Family 9.675 33020 2-4 Family 10.55 94533 Single Family 8.325 23231 Single Family 8.425 23231 Single Family 11.25 72301 Single Family 9.4 00000 XXX 10.1 85019 Single Family 9.99 33908 Single Family 9.3 55044 Single Family 7.9 00000 XXX 7.75 33401 Single Family 9.83 33023 Single Family 7.65 00000 XXX 8.25 30559 Single Family 9 11798 Single Family 8.925 85008 Single Family 7.625 53208 2-4 Family 8.525 95816 Single Family 8.1 77642 Single Family 6.95 00000 XXX 9.175 19380 Single Family 8.375 96019 Single Family 9.45 92225 Single Family 7 48763 Single Family 7.4 6604 Condominium 8.425 85374 Condominium 7 63114 Single Family 10.525 98682 Single Family 6.65 53206 2-4 Family 9.9 85381 Single Family 10.9 94514 XXX 0.000 00000 XXX 12.4 34116 Single Family 11.05 89121 Single Family 10.1 15044 Single Family 9.675 71601 Single Family 9.85 21217 Single Family 10.175 37207 Single Family 9.46 00000 XXX 7.875 89141 Single Family 13.3 55807 Single Family 8.75 94531 Single Family 8.75 00000 XXX 8.875 23803 Single Family 12.55 55987 Single Family 9.5 66043 Single Family 9.9 19512 2-4 Family 8.375 27704 Single Family 10.375 00000 XXX 8.75 23602 Condominium 12.25 66064 Single Family 9.125 22193 Single Family 8.5 00000 XXX 9.25 44241 Single Family 8.125 63028 XXX 00.000 00000 XXX 7.75 89139 PUD 12.75 97233 Single Family 9.625 41071 Single Family 9.375 37144 Single Family 9 53563 Single Family 9.25 45822 Single Family 9.75 21229 Single Family 8.875 63137 Single Family 9.25 63118 Single Family 9.25 34769 Single Family 9.125 75070 XXX 0.000 00000 XXX 9 33617 Condominium 9.125 6705 Condominium 11.375 38119 Single Family 9.25 30126 Single Family 8.75 33880 Single Family 8.625 30058 Single Family 9.75 33928 PUD 8 60153 2-4 Family 10.5 8869 Single Family 9.25 00000 XXX 8.875 92019 Condominium 8.875 92019 Condominium 12.875 8332 Single Family 8.75 8350 Single Family 8.25 33404 Single Family 9.1 70058 Single Family 9.975 70714 Single Family 12.45 71270 Single Family 9.85 00000 XXX 11.5 70816 Single Family 12.24 93543 Single Family 7.99 27572 Single Family 9.5 45033 Single Family 10.75 70805 Single Family 7.475 37312 Single Family 10.6 77045 Single Family 12.45 33444 Condominium 8.875 33444 Condominium 12.125 45693 Single Family 12.31 11203 2-4 Family 12.125 44054 Single Family 8.95 64055 Single Family 9.6 64055 Single Family 12.375 38141 Single Family 9.98 43223 Single Family 9.75 91344 Single Family 10.475 95969 Single Family 5.85 34209 Single Family 6.295 92027 Single Family 6.925 92274 Single Family 5.95 29505 Single Family 8.175 7093 2-4 Family 7.925 33952 Single Family 6.65 6525 Single Family 7.6 8753 Single Family 6.85 10952 Single Family 7.249 33068 Townhouse 8.05 2169 Single Family 9.125 44104 2-4 Family 8.875 4970 Single Family 8.45 90745 Single Family 5.875 56071 Single Family 6 45710 Single Family 10.625 23324 Single Family 5.85 2920 2-4 Family 6.7 10952 Single Family 10.5 13730 Single Family 8.125 80466 Single Family 6.813 23661 Single Family 9.025 55309 Single Family 8.5 32507 Single Family 9.5 91304 Single Family 6.65 28425 Single Family 11.825 3290 Single Family 7.5 92284 Single Family 8.225 3290 Single Family 12.5 54859 Single Family 9.563 55397 Single Family 7.7 3225 Single Family 7.375 6525 Single Family 12.5 00000 XXX 9.675 2915 Single Family 7.2 98168 Single Family 7.675 32405 Single Family 8.4 85338 PUD 6 14009 Single Family 10.975 55434 Single Family 8.925 92860 Single Family 7.75 11212 Single Family 7.675 92040 Single Family 8.895 4102 Condominium 9.575 55429 Single Family 6.6 33905 Single Family 7.325 34667 Single Family 5.975 3576 Single Family 8.975 00000 XXX 8.325 55412 Single Family 9.825 92841 Single Family 7.84 85552 Single Family 8.525 19702 Townhouse 8.5 85305 Single Family 6.075 33026 PUD 8.6 90305 Single Family 5.999 5075 Single Family 6.8 23608 Single Family 8.84 00000 XXX 9.975 12701 Single Family 12.5 92703 Condominium 9.999 12508 Single Family 5.961 34241 Single Family 8.425 10550 2-4 Family 10.5 3038 Single Family 6.7 48215 2-4 Family 9.7 14472 Single Family 6.6 32809 Condominium 6.97 92040 Single Family 12.5 56048 Single Family 9.025 12306 Single Family 12.5 21158 Single Family 9 4090 Single Family 6.875 24473 Single Family 7.5 32806 Single Family 6.6 93257 Single Family 8 7063 Single Family 8.925 33947 Single Family 9.55 2639 Single Family 8.9 19973 Single Family 6.518 32641 Single Family 8.895 34120 Single Family 5.99 7306 Condominium 8.025 86333 Single Family 9.075 85018 Single Family 6.8 98023 Condominium 5.99 93703 Single Family 6.225 10466 2-4 Family 7.515 00000 XXX 9.55 21120 Single Family 6.9 00000 XXX 5.85 53115 Single Family 8.47 5661 Single Family 7.6 00000 XXX 8.995 85648 Single Family 9.25 49274 Single Family 9.695 69162 Single Family 6.125 2301 Single Family 7.825 2703 Single Family 7.45 23701 Single Family 8.225 48183 Single Family 8.975 55106 Single Family 7.1 93722 Single Family 6.25 12515 Single Family 7.425 85273 Single Family 6.125 93611 Single Family 7.5 1752 Single Family 5.999 92392 Single Family 6.225 90047 Single Family 5.95 53585 Single Family 8.825 85037 Single Family 5.675 95370 Single Family 7.9 00000 XXX 8.75 00000 XXX 9.605 32738 Single Family 5.975 33064 Single Family 8.1 92027 Single Family 12.125 1826 Single Family 6.125 1930 Condominium 6.825 8342 Single Family 8.1 00000 XXX 5.85 32773 Single Family 7.05 23061 Single Family 6.9 00000 XXX 7.35 93727 Single Family 7.1 4485 Single Family 6.6 2339 Single Family 7.9 00000 XXX 7.99 98404 Single Family 6.85 23111 Single Family 9.3 85018 Single Family 10.5 92883 PUD 7.999 93277 Single Family 6.725 3904 Single Family 6.45 95365 Single Family 7.9 23608 Single Family 6.5 00000 XXX 6.4 4730 Single Family 8.3 12303 Single Family 7.725 91740 Single Family 8.875 23320 Condominium 7.575 92262 Condominium 6.725 85044 Single Family 6.575 3446 Single Family 7.225 95948 Single Family 7.14 00000 XXX 6.125 6606 Single Family 9.49 34746 Single Family 12.5 13413 Single Family 9.925 3279 Single Family 6.6 27534 Single Family 7.765 5462 Single Family 7.325 33404 Single Family 8.825 33916 Single Family 7.375 34788 Single Family 5.99 5462 Single Family 12.5 23002 Single Family 9.325 95901 2-4 Family 9.75 00000 XXX 8.75 89032 Single Family 5.85 96013 Single Family 7.699 33137 Single Family 9 89031 PUD 6.975 85304 Single Family 7.2 00000 XXX 7.9 00000 XXX 7.425 56028 Single Family 8.175 4054 Single Family 6.6 1844 Single Family 10.615 6010 Condominium 9.125 43228 Single Family 9.375 33713 Single Family 7.875 19145 Single Family 8.375 00000 XXX 9.75 61701 Single Family 9.75 96002 Single Family 7.5 61073 Single Family 8.875 71203 Condominium 9.5 19601 2-4 Family 9.125 60515 Single Family 7.875 45005 Single Family 8.5 45005 Single Family 12.5 93306 Single Family 8.75 22030 Single Family 8.75 98204 Condominium 9 21009 Single Family 7.75 19930 Single Family 9.125 91710 Single Family 5.875 90746 Single Family 7.4 85017 Single Family 7.625 5859 Single Family 9.55 5201 Single Family 7.575 3282 Single Family 6.775 85746 Single Family 5.975 93308 Single Family 5.975 95209 Single Family 6.399 91910 Single Family 6.99 8854 Single Family 7.9 11420 2-4 Family 5.85 6473 Single Family 7.6 5446 Single Family 7.825 22309 Condominium 6.375 32246 Single Family 9.325 2347 Single Family 6.6 55060 Single Family 6.99 28428 Single Family 8.325 24401 Single Family 6 1841 Single Family 7.065 89436 PUD 10.5 6320 Single Family 8.35 14223 Single Family 9.225 31563 Single Family 10.625 43613 Condominium 9.165 92345 Single Family 7.765 24017 Single Family 10 91791 Single Family 8.1 85351 Single Family 7.825 55963 Single Family 6.65 91733 Single Family 7.05 22655 Single Family 6.3 19934 Single Family 6.95 29440 Single Family 9.875 32771 Condominium 5.85 2920 Single Family 6.75 92543 Single Family 6.295 19082 Single Family 8.575 34288 Single Family 8.5 24580 Single Family 6.6 32811 Single Family 9.975 00000 XXX 9.999 20735 Single Family 6.2 33936 Single Family 9.59 10566 Single Family 7.685 85351 Single Family 10.5 85335 PUD 6.325 5663 Single Family 8.25 2324 Single Family 8.9 2865 2-4 Family 7.999 00000 XXX 7.835 55369 Single Family 6.6 49461 Single Family 7 19809 Single Family 7.775 93063 Single Family 6 19963 Single Family 5.85 00000 XXX 6.775 33971 Single Family 8.965 34480 Single Family 5.85 00000 XXX 12.5 46816 Single Family 7.7 91390 Single Family 7.75 23661 Single Family 9.5 21703 Single Family 9.375 30041 PUD 8.875 87105 Single Family 9.75 65721 Single Family 9.75 60649 Single Family 8.5 60649 Single Family 12.5 75023 Single Family 9.75 75023 Single Family 12 48239 Single Family 9.125 96002 Single Family 12.375 60619 Single Family 8.875 32725 Single Family 8.875 32444 Single Family 10.125 84118 Single Family 8.25 66062 Single Family 8.875 00000 XXX 8.625 28806 Single Family 9.625 23452 Single Family 12.375 97702 Single Family 7 8232 Single Family 9 34741 PUD 9.125 60617 Single Family 8.875 68008 Single Family 9.375 22553 Single Family 8.375 30741 Single Family 8 32746 PUD 8.875 46902 Single Family 8.375 45680 Single Family 8.625 45680 Single Family 10.5 89103 Condominium 9.25 1201 2-4 Family 9 48080 Condominium 9 76036 Single Family 9.5 00000 XXX 12.25 2745 Single Family 12 44256 Single Family 9.125 61104 Single Family 8.75 61104 Single Family 11.25 00000 XXX 9.125 32308 Single Family 8.375 00000 XXX 8.375 8901 Single Family 8.875 45347 Single Family 11.5 45503 Single Family 10.375 21234 Single Family 9.375 44144 Single Family 7.875 23316 Single Family 8.75 49684 Single Family 10.25 7302 Condominium 8.5 44144 Single Family 12.375 55304 XXX 0.000 00000 XXX 12.375 18960 Single Family 9.125 19120 Single Family 9 44212 Single Family 12 46260 Condominium 9.5 85310 XXX 0 00000 Xxxxxx Family 12.5 33913 Single Family 9 8610 Single Family 9.25 61701 Single Family 12 29445 Single Family 12.5 34668 Single Family 7.875 20721 PUD 12 21117 Single Family 9.625 61761 Single Family 9.75 1867 Single Family 9.375 95917 Single Family 8.375 13501 Single Family 9.375 50313 Single Family 9.625 18045 Single Family 8.625 14420 Single Family 9.625 48324 Single Family 7.75 19023 Single Family 12.5 00000 XXX 8.875 48336 Single Family 8.625 7419 Single Family 8.75 33016 Condominium 9.75 27576 2-4 Family 9.25 00000 XXX 12.375 19023 Single Family 9.25 00000 XXX 8.875 21636 Single Family 8.625 60617 Single Family 8.375 45405 Single Family 9.25 97504 Single Family 12 27712 Single Family 12.5 27615 PUD 12.5 40218 Single Family 9.125 27545 PUD 9.375 60632 Single Family 8.375 19126 Single Family 8.75 23325 Single Family 8.125 19134 Single Family 9.75 60506 Single Family 8.5 44511 Single Family 10.25 23321 Single Family 7.625 18337 Single Family 9.375 00000 XXX 8.125 3276 Single Family 8.75 42303 Single Family 8.875 99205 Single Family 7.375 99205 Single Family 12.25 23452 Single Family 8.25 47025 Single Family 8.75 21769 Single Family 8.375 19020 Single Family 9.375 28376 Single Family 10.375 17046 Single Family 9.125 47302 Single Family 9.875 23602 Condominium 8 42716 Single Family 9.125 33825 Single Family 8.5 6473 Single Family 8.5 54636 Single Family 9.125 95757 Single Family 12.75 44039 Single Family 8.75 61523 Single Family 9.25 00000 XXX 8.625 30281 XXX 0.000 00000 XXX 12.75 91709 Single Family 7.75 30319 Single Family 8 32822 Single Family 8.75 46970 XXX 0 00000 XXX 9 46619 Single Family 9.25 00000 XXX 9.25 32060 Single Family 9.25 48234 Single Family 9.125 32164 Single Family 8.375 27893 Single Family 10.25 43606 2-4 Family 10.25 48180 Condominium 8.625 48180 Condominium 12.375 32701 Single Family 8.25 43701 Single Family 8.75 00000 XXX 7.625 43214 Single Family 9.25 2813 Single Family 9.125 48336 Single Family 12.75 63130 Single Family 9.25 27591 Single Family 9 48371 Condominium 8.375 48371 Condominium 12.5 77521 Single Family 9 45211 Single Family 8.75 00000 XXX 9.625 17315 Single Family 9.5 19151 Single Family 10 8758 Single Family 8.125 48101 Single Family 8.5 19053 Single Family 9.375 7036 Single Family 9 98466 Single Family 7.5 55330 Single Family 9.25 00000 XXX 9.25 93210 Single Family 12.75 60586 Single Family 8.625 85223 Single Family 9.375 00000 XXX 9.5 19154 Single Family 7.5 13431 Single Family 8.625 00000 XXX 8.875 17025 Single Family 12.5 8360 2-4 Family 9.875 00000 XXX 9.375 1109 Single Family 8.75 00000 XXX 8.875 46203 Single Family 8.875 98541 PUD 9 99205 Single Family 7.375 44108 Condominium 9.625 44405 Single Family 10.75 40229 Single Family 9.875 00000 XXX 8.5 29456 Single Family 9.125 2703 Single Family 9.875 65202 Condominium 9.75 20783 Single Family 9.625 60435 Single Family 9 8054 Condominium 8.875 2919 Single Family 7.875 98512 Single Family 9.5 23192 Single Family 8.5 98311 Single Family 8.625 98311 Single Family 12.375 43229 Single Family 8.25 17018 Single Family 8.875 98406 Single Family 8.875 20653 Single Family 9.125 44511 Single Family 10.625 47243 Single Family 11.5 95205 2-4 Family 8.25 93277 Single Family 7.625 6066 Condominium 8.875 3872 Single Family 9.25 13903 Single Family 8 13903 Single Family 11.5 76065 PUD 12.375 8088 Single Family 9.75 30701 Single Family 7.25 18102 Single Family 9.125 91710 Single Family 7.375 00000 XXX 8.75 20748 Single Family 9 17981 Single Family 9.125 48101 Single Family 9.375 23113 Single Family 12.375 33147 Single Family 9.125 45403 Single Family 10.75 32327 Single Family 7.5 31763 Single Family 11.875 30401 Single Family 8.625 30401 Single Family 12.875 32174 Single Family 7.375 34602 Single Family 7.5 34602 Single Family 11.625 31545 Single Family 11.625 30523 Single Family 7.5 30523 Single Family 10.125 32951 Single Family 7.25 33169 Single Family 8 18466 PUD 9.75 36426 Single Family 8 33179 Single Family 12.875 32708 Single Family 8 32708 Single Family 13.875 32792 Single Family 9.85 32218 Single Family 8.375 32713 Single Family 7.75 32805 Single Family 7.875 32837 XXX 0 00000 XXX 10.875 32818 Single Family 7.875 00000 XXX 7.625 32701 Single Family 8.6 00000 XXX 7.25 34746 PUD 9.5 32818 Single Family 11.375 32703 Single Family 10.875 00000 XXX 10.875 33563 Single Family 8.25 33563 Single Family 14.25 32819 Single Family 7.875 00000 XXX 13.95 31313 Single Family 9.705 27603 Single Family 9.4 00000 XXX 8.975 33027 PUD 9.565 32501 Single Family 8.99 34488 Single Family 9.355 00000 XXX 9.435 32127 Single Family 9 31313 Single Family 9.8 84332 Single Family 8.7 30662 Single Family 9 98685 Single Family 7.5 97062 Single Family 7.75 97217 Single Family 8.5 00000 XXX 7.875 97233 Single Family 7.125 97233 Single Family 11 97132 Single Family 7.625 97467 Single Family 8.875 97478 Single Family 7.5 97478 Single Family 12 97211 Single Family 8.75 97211 Single Family 12.375 31029 Single Family 12.875 33711 Single Family 12.75 00000 XXX 12.875 31060 Single Family 6.875 64067 Single Family 10.95 31763 Single Family 7.125 31545 Single Family 8 34984 Single Family 8.65 00000 XXX 6.5 95316 Single Family 5.74 93215 Single Family 7.79 91730 Single Family 8.49 32444 Single Family 7.94 20744 Single Family 6.99 98282 Single Family 8.3 7036 Single Family 9.425 21212 Single Family 8.49 92509 Single Family 8 93637 Single Family 8.99 80022 Single Family 7.05 92648 Single Family 10.24 60409 Single Family 9.3 92866 Single Family 6.99 91744 Single Family 8.45 46225 Single Family 9.75 33312 Single Family 7.4 60304 Single Family 7.99 23223 Single Family 9.09 23030 Single Family 6.79 34951 Single Family 9.15 89149 Single Family 9.94 46619 Single Family 8.94 92395 Single Family 7.99 89169 Single Family 8.65 38654 Single Family 10.25 60432 Single Family 8.99 28112 Single Family 8.65 92592 Single Family 7.59 8094 Single Family 7.85 92592 Single Family 11.95 34286 Single Family 10.14 33435 Single Family 9.14 89122 Single Family 8.79 33322 Single Family 9.45 32738 Single Family 8.85 90650 Single Family 6.44 33023 Single Family 7.4 30620 Single Family 8.85 29702 Single Family 8.65 33830 Single Family 8.99 97055 Single Family 8.9 92240 Single Family 7.45 92591 Single Family 6.65 8260 Single Family 6.79 92530 Single Family 8.15 20707 Single Family 7.55 21742 Single Family 7.3 34758 Single Family 7.45 53212 2-4 Family 10.4 7079 Single Family 10 32712 Single Family 9.29 60609 2-4 Family 9.29 34243 Single Family 9.99 13365 2-4 Family 8.85 32617 Single Family 7.7 91764 2-4 Family 8.19 39564 Single Family 8.84 94561 Single Family 8.35 11968 Single Family 11.99 60462 Single Family 9 94605 Single Family 7.34 11769 Single Family 7.19 19804 Single Family 6.14 21409 Single Family 9.44 92801 Single Family 7.99 95969 Single Family 6.25 60193 Single Family 11.99 93241 2-4 Family 6.89 11435 Single Family 9.19 33428 Single Family 7.94 92860 Single Family 7.45 22193 Single Family 8.99 60102 Single Family 9.25 94591 Single Family 8.84 53210 2-4 Family 8.65 98226 Single Family 7.59 33142 Single Family 9.4 33486 Single Family 6.99 11356 Single Family 8 34743 Single Family 9.425 22031 Single Family 10.1 32504 Single Family 7.89 60649 Single Family 8.94 20745 Single Family 7.89 33809 Single Family 6.9 33809 Single Family 10.4 22192 Single Family 6.25 91941 Single Family 7.54 92126 Single Family 8.45 30338 Single Family 7.75 33314 Single Family 7.75 92040 Single Family 10.15 91741 Single Family 7.7 33436 Single Family 8.99 20623 Single Family 8.94 20785 Single Family 9.25 20011 Single Family 8.8 37830 Single Family 9.265 29730 Single Family 8.55 60425 Single Family 7.59 32208 Single Family 8.34 77355 Single Family 7.69 87144 Single Family 8.99 92027 Single Family 7.69 60643 Single Family 7.6 28216 Single Family 9 60629 Single Family 8.3 60629 Single Family 11.3 53593 Single Family 7.64 33161 Single Family 7.9 21227 Single Family 7.59 60409 Single Family 8.65 35120 Single Family 7.8 30906 Single Family 10.675 90660 Single Family 6.5 33880 Single Family 9.815 53215 Single Family 8.5 89113 Single Family 6.55 53215 Single Family 11.45 21221 Single Family 7.85 19310 Single Family 9.9 33127 Single Family 8.2 10466 2-4 Family 8.29 89113 Single Family 10.9 34984 Single Family 9.39 93635 Single Family 6.34 90806 Single Family 7.79 90806 Single Family 12.1 93314 Single Family 6.4 92410 2-4 Family 8.99 33055 Single Family 8.415 95358 Single Family 7.99 33321 Single Family 7.49 96006 Single Family 7.79 93657 Single Family 8.49 60426 Single Family 9.99 20121 Single Family 9.44 60628 Single Family 8.99 93283 Single Family 9.49 60628 Single Family 7.85 96749 Single Family 9 92821 Single Family 7.25 50310 Single Family 9.9 60620 Single Family 8.89 33759 Single Family 12.99 60428 Single Family 8.14 33781 Single Family 9.44 87121 Single Family 7.44 33463 Single Family 9.49 87121 Single Family 11.45 32707 Single Family 9.29 60636 2-4 Family 8.85 32780 Single Family 7.64 2907 2-4 Family 9.14 60804 2-4 Family 8.77 60647 Single Family 7.1 60450 Single Family 8.5 55416 Single Family 8.653 10309 2-4 Family 6.64 28532 Single Family 9.05 33412 Single Family 6.5 60195 Single Family 8.74 20794 Single Family 8.64 92505 Single Family 9.25 7104 2-4 Family 6.8 37604 Single Family 10.65 89147 Condominium 7.79 33782 Single Family 7.89 90813 Single Family 7.94 68404 Single Family 7.5 94702 Single Family 7.55 60429 Single Family 11.45 93274 Single Family 8.35 60443 Single Family 8.69 22407 Single Family 12.45 94541 Single Family 7.84 92102 Single Family 8.84 33511 Single Family 7.35 24592 Single Family 8.74 92356 Single Family 7.9 33408 Single Family 8.1 21158 Single Family 7.04 95966 Single Family 8.55 33014 Single Family 8.64 78245 Single Family 8.15 11226 2-4 Family 8.79 60193 Single Family 9.15 92324 Single Family 6.69 85258 Single Family 7.915 95630 Single Family 10.75 85258 Single Family 12.45 60623 2-4 Family 8.79 33610 Single Family 9.15 33175 Single Family 6.75 85019 Single Family 7.89 33311 Single Family 7.35 20706 Single Family 6.84 95330 Single Family 8.2 20855 Single Family 8.69 55912 Single Family 11.1 98168 Single Family 8.19 60433 Single Family 7.75 91724 Single Family 7.55 60433 Single Family 10.4 18062 Single Family 8.8 87121 Single Family 9.34 32712 Single Family 7.66 32712 Single Family 11 60624 Single Family 8.49 55412 Single Family 8.5 21804 Single Family 8.89 86406 Single Family 8.54 37876 Single Family 8.04 30127 Single Family 9.24 97216 Single Family 8.15 86406 Single Family 11.75 60624 Single Family 8.79 33009 Single Family 9.09 71360 Single Family 7.25 93550 Single Family 7.5 95966 Single Family 9.79 93550 Single Family 12.45 33903 Single Family 7.3 33903 Single Family 11.55 32641 Single Family 9.99 92701 Single Family 6.34 23323 Single Family 6.69 23323 Single Family 10.75 60623 Single Family 8.94 12193 Single Family 9.5 21223 Single Family 9.59 36575 Single Family 9.45 38134 Single Family 9.64 64015 Single Family 9.8 60172 Single Family 7.99 13611 Single Family 10.79 2132 Single Family 10.04 33759 Single Family 8.99 91364 Single Family 8.99 40031 Single Family 7.4 40031 Single Family 10.4 60628 2-4 Family 6.89 91201 Single Family 9.64 19124 Single Family 8.44 93307 Single Family 7.8 23024 Single Family 8.04 23223 Single Family 6.99 50236 Single Family 8.7 19124 Single Family 11.3 60102 Single Family 8.89 29205 Single Family 9.5 33619 Single Family 8.49 20747 Single Family 10.05 33618 Single Family 9.538 32822 Single Family 9.15 00000 XXX 7.49 00000 XXX 10.75 33312 Single Family 8.978 85242 Single Family 10.59 7042 Single Family 8.59 85009 Single Family 6.94 95350 Single Family 6 0 Single Family 8 33193 Single Family 7.79 94531 Single Family 7.05 85746 Single Family 8.6 91750 Single Family 6.59 40403 Single Family 9.59 95640 Single Family 9.24 90805 Single Family 7.64 12010 Single Family 9.29 92027 Single Family 7.79 13021 Single Family 9.3 33705 Single Family 9.75 30087 Single Family 8.95 90805 Single Family 7.54 20743 Single Family 8.8 33319 Single Family 7.99 90805 Single Family 11.8 90220 Single Family 9.5 33319 Single Family 11.55 33126 Condominium 8.15 85630 Single Family 9.615 95966 2-4 Family 9.64 77573 Single Family 7.05 60612 2-4 Family 7.19 95919 Single Family 7.875 32967 Single Family 6.75 95969 Single Family 6.15 29657 Single Family 9.99 33056 Single Family 7.49 91766 Single Family 9.84 33952 Single Family 7.64 61080 Single Family 9.4 89108 Single Family 7.99 12180 2-4 Family 10.79 90047 Single Family 6.07 33470 Single Family 8.89 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Single Family 8.5 55057 Single Family 7.75 32303 Single Family 9.4 93304 Single Family 8.99 94565 Single Family 7.99 20002 Single Family 10.04 56201 Single Family 9.29 93725 Single Family 6.74 12304 Single Family 6.79 19082 Single Family 8.99 60453 Single Family 7.4 93657 Single Family 7.49 21237 Single Family 8.5 89512 Single Family 5.8 84119 Single Family 8.6 85233 Single Family 8.99 91042 Single Family 7.35 33021 Single Family 7.89 64068 Single Family 7.49 15237 Single Family 8.5 90221 Single Family 7.09 64068 Single Family 11.45 96019 Single Family 6.25 92220 Single Family 7.55 3446 Single Family 8.6 20785 Single Family 7 11436 Single Family 7.5 33907 2-4 Family 8.14 18610 Single Family 9.54 32707 Single Family 8.14 92078 Single Family 6.69 23513 Single Family 7.44 85029 Single Family 8.25 19007 Single Family 9.14 29483 Single Family 8.95 23860 Single Family 6.875 60099 Single Family 8.8 85326 Single Family 8.59 32221 Single Family 10.99 92376 Single Family 7.6 92376 Single Family 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Single Family 8.99 73107 Single Family 6.64 34655 Single Family 7.35 19701 Single Family 8.99 90220 Single Family 8.45 30257 Single Family 9.6 92347 Single Family 10.15 33708 Single Family 7.19 90003 Single Family 6.74 97415 Single Family 6.69 63136 Single Family 8.74 25414 Single Family 9.55 31065 Single Family 10.55 32808 Single Family 8.25 21120 Single Family 7.2 34109 Single Family 6.24 19135 Single Family 8.75 60061 Single Family 8.99 91977 Single Family 8.59 60467 Single Family 8.865 98144 Single Family 9.74 61201 Single Family 9.15 60133 Single Family 10.34 90806 Single Family 8.5 92374 Single Family 6.85 78704 Single Family 7.8 46410 Single Family 8.79 90630 Single Family 7.765 90630 Single Family 12.25 46408 Single Family 10.09 91710 Single Family 6.25 90650 Single Family 10.65 32608 Single Family 6.99 34491 Single Family 7.965 6415 Single Family 7.94 93306 Single Family 9.94 33612 Single Family 8.89 98118 Single Family 8.74 33165 Single Family 8.64 33765 Single Family 10.45 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Single Family 7.15 30115 Single Family 8.99 63376 Single Family 7.69 8757 Single Family 6.65 7718 Single Family 8.34 91733 Single Family 7.74 23669 Single Family 7.99 53206 2-4 Family 10.4 33028 Single Family 9.715 34234 Single Family 6.99 92879 Single Family 5.99 32084 Single Family 6.5 93306 Single Family 7.75 23452 Single Family 8.75 85719 Single Family 10.69 92308 Single Family 6.29 87121 Single Family 9.3 92503 Single Family 8.25 90262 Single Family 8.19 93705 Single Family 6.99 92345 Single Family 7.99 92841 Single Family 7.4 97219 Single Family 7.99 92405 Single Family 8.29 34684 Single Family 6.49 92026 Single Family 8.5 32641 Single Family 9.465 92562 Single Family 7.99 8310 Single Family 7.99 22407 Single Family 8.8 20721 Single Family 8.5 22553 Single Family 6.815 20774 Single Family 8.49 22553 Single Family 10.75 20712 Single Family 8.64 60630 Single Family 7.99 19135 Single Family 7.25 32738 Single Family 8.34 32738 Single Family 12.49 32177 Single Family 7.34 90710 Single 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9.25 22152 Single Family 7.94 8757 Single Family 6.55 33301 Single Family 9.6 32503 Single Family 9.54 60131 Single Family 7.99 1749 Single Family 10.85 29860 Single Family 10.39 33617 Single Family 8.89 60652 Single Family 8.99 89014 Single Family 7.75 92410 Single Family 8.39 4009 Single Family 9.69 33713 Single Family 8.59 33012 Single Family 9.75 35217 Single Family 10.54 83706 Single Family 8.99 6801 Single Family 8.54 88012 Single Family 10.325 8330 Single Family 8.54 93552 Single Family 8.05 91402 Single Family 6.25 23434 2-4 Family 9.75 70458 Single Family 9.59 29605 Single Family 8.09 28405 Single Family 8.8 34203 Single Family 6.25 85323 Single Family 8.49 21117 Single Family 8.99 50250 Single Family 11.975 20676 Single Family 8.55 19320 Single Family 7.99 22003 Single Family 8.39 19733 Single Family 8.64 84065 Single Family 6.25 95694 2-4 Family 6.425 99212 Single Family 10.1 94534 Single Family 6.84 24179 Single Family 9.1 21215 Single Family 7.94 7042 Single Family 8.9 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6.65 40505 Single Family 9.74 89128 Single Family 9.575 92505 Single Family 8.25 95492 Single Family 5.75 93110 Single Family 9.4 92707 Single Family 6.75 34714 Single Family 6.5 93908 Single Family 6.59 21788 Single Family 6.99 90001 2-4 Family 9.39 93702 Single Family 7.95 60429 Single Family 7.34 95205 Single Family 7.99 32818 Single Family 7.34 78750 Single Family 8.84 89121 Single Family 8.19 87144 Single Family 10.65 11575 Single Family 6.29 22911 Single Family 9.338 11385 Single Family 8.39 33414 Single Family 7.74 18635 Single Family 9.4 60016 Single Family 8.7 33603 Single Family 9.6 53179 Single Family 9.99 91752 Single Family 7.19 91752 Single Family 11.7 11203 2-4 Family 7.5 28227 Single Family 8.64 22407 Single Family 7.84 33952 Single Family 9.34 92405 Single Family 7.95 32168 Single Family 8.54 92509 Single Family 8.24 92509 Single Family 11.8 20744 Single Family 5.99 60634 Single Family 8.4 23602 Single Family 8.4 61080 Single Family 8.99 92688 Condominium 6.99 90220 Single Family 10.39 90061 Single Family 10.39 46574 Single Family 9.89 98374 Single Family 8.99 27284 Single Family 7.49 32526 Single Family 7.85 34104 Single Family 7.5 33619 Single Family 10.965 90062 2-4 Family 7.99 95340 Single Family 8.99 21601 Single Family 9.765 33614 Single Family 10.54 89107 Single Family 10.45 97205 Single Family 8.25 22191 Single Family 7.015 97205 Single Family 12.05 93230 Single Family 8.99 92028 Single Family 10.99 21702 Single Family 7.2 63383 Single Family 8.5 34112 Single Family 7.19 91411 Single Family 11.7 20737 Single Family 6.34 50036 Single Family 8.64 10462 2-4 Family 6.99 31312 Single Family 7.965 22172 Single Family 6.69 17601 Single Family 8.25 14304 Single Family 9.99 38019 Single Family 11.79 97302 Single Family 9.35 89011 Single Family 10.45 11550 Single Family 8.39 29588 Single Family 8.19 32408 Single Family 8.59 61115 Single Family 9.625 90502 Single Family 7.14 90502 Single Family 10.75 92683 Single Family 6.99 34231 Single Family 6.99 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Single Family 7.75 77449 Single Family 9.84 60482 Single Family 7.79 33510 Single Family 8.29 93304 Single Family 8.24 87002 Single Family 9.54 66616 Single Family 9.24 15236 Single Family 9.1 60010 Single Family 8.14 92703 Single Family 6.44 92703 Single Family 11.29 92801 Single Family 6.65 61109 Single Family 9.44 37766 Single Family 9.49 21208 Single Family 10.34 37042 Single Family 9.655 81001 Single Family 9.74 27909 Single Family 10.1 74053 Single Family 8.2 93451 Single Family 7.565 56208 Single Family 8.24 33125 Single Family 6.79 92704 Single Family 6.79 85735 Single Family 8.9 92551 Single Family 7.29 60637 Single Family 9.8 47403 Single Family 9.59 20774 Single Family 8.64 21740 Single Family 9.44 19144 Single Family 7.99 32926 Single Family 6.89 1119 Single Family 6.85 33971 Single Family 7.24 61364 Single Family 9.5 23234 Single Family 10.025 86406 Single Family 6.25 33971 Single Family 12.7 24540 Single Family 9.99 33021 Single Family 8.1 34983 Single Family 7.55 33162 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9.3 20370301 60172 7.49 20370301 13611 10.29 20370301 2132 9.54 20370301 33759 8.49 20370301 91364 8.49 20370301 40031 6.9 20370301 40031 9.9 20220301 60628 6.39 20370301 91201 9.14 20370301 19124 7.94 20370301 93307 7.3 20370301 23024 7.54 20220301 23223 6.49 20370301 50236 8.2 20370301 19124 10.8 20370301 60102 8.39 20370301 29205 9 20370301 33619 7.99 20370301 20747 9.55 20370301 33618 9.038 20370301 32822 8.65 20370301 29621 6.99 20370301 29621 10.25 20370301 33312 8.478 20370301 85242 10.09 20370301 7042 8.09 20370301 85009 6.44 20370301 95350 5.5 20370301 0 7.5 20370301 33193 7.29 20370301 94531 6.55 20370301 85746 8.1 20370301 91750 6.09 20370301 40403 9.09 20370301 95640 8.74 20370201 90805 7.14 20370301 12010 8.79 20370301 92027 7.29 20370301 13021 8.8 20370301 33705 9.25 20370301 30087 8.45 20370301 90805 7.04 20370301 20743 8.3 20370301 33319 7.49 20370301 90805 11.3 20370301 90220 9 20370301 33319 11.05 20370301 33126 7.65 20370301 85630 9.115 20370301 95966 9.14 20370301 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60061 8.49 20370301 91977 8.09 20370301 60467 8.365 20370301 98144 9.24 20370301 61201 8.65 20370301 60133 9.84 20370301 90806 8 20370301 92374 6.35 20370301 78704 7.3 20370301 46410 8.29 20370301 90630 7.265 20370301 90630 11.75 20220301 46408 9.59 20370301 91710 5.75 20370301 90650 10.15 20370301 32608 6.49 20370301 34491 7.465 20370301 6415 7.44 20370301 93306 9.44 20370301 33612 8.39 20370301 98118 8.24 20370301 33165 8.14 20370301 33765 9.95 20370301 8721 10.3 20370301 74105 10.99 20370301 46324 10.025 20370301 33404 7.25 20370301 60115 7.89 20370301 62226 10 20370301 86314 5.75 20370301 32807 9.55 20370301 2644 7.6 20370301 80528 5.75 20370301 92840 6.3 20370301 92335 7.24 20370301 77083 10.2 20370301 20181 7.85 20370301 8021 7.4 20370301 32055 6.64 20370301 33169 6.29 20370301 17340 7.34 20370301 77478 6.75 20370301 33569 8.09 20370301 92336 6.89 20370301 32225 7.04 20370301 34711 8.35 20370301 15063 9.25 20370301 92408 7.1 20370301 91706 7.49 20370301 7438 7.19 20370301 60425 8.99 20370301 34117 6.99 20370301 15218 7.425 20370301 21787 8.19 20370301 60628 7.49 20370301 95334 7.05 20370301 21237 7.49 20370301 60629 9.35 20370301 33140 8.95 20370301 60624 9.34 20370301 85033 8.2 20370301 87123 9.54 20370301 20706 6.84 20370301 20190 8.25 20370301 95822 7.978 20370301 97223 9.99 20370301 90660 8.09 20370301 98409 7.25 20370301 97062 6.99 20370301 23139 8.44 20370301 33603 6.3 20370301 90047 8.65 20370301 92336 7.1 20370301 93263 7.05 20370301 20783 8 20370301 39652 8.54 20370301 30215 7 20370301 60441 9.29 20370301 60651 10 20370301 60099 9.49 20370301 94591 5.54 20370301 33556 9.4 20370301 46011 10.1 20370301 93292 6.49 20370301 33147 7.74 20370301 75751 10.3 20370301 34953 6.54 20370301 60651 6.49 20370301 7843 11.25 20370301 92084 7.25 20370301 92253 6.35 20370301 92336 7.69 20370301 92805 6 20370301 33068 7.95 20370301 8010 8.19 20370301 32805 6.5 20370301 85225 6.79 20370301 60532 6.815 20370301 98034 6.14 20370301 19805 11.6 20370301 30060 8.04 20370301 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8.25 20370301 60620 9.99 20370301 77064 10.4 20370301 30294 9.44 20370301 32828 7.45 20370301 27616 7.4 20370301 30008 9.25 20370301 32514 8.19 20370301 90710 6.04 20370301 33610 8.14 20370301 20782 7.88 20370301 90723 5.75 20370301 60629 9 20370301 92882 6 20370301 30096 9.44 20370301 17331 9.7 20370301 34758 8.25 20370301 33825 9.05 20370301 78753 8.34 20370301 33707 7.99 20370301 33139 8.79 20370301 90066 6.69 20370301 23462 7.39 20370301 98002 7 20370301 90755 6.29 20370301 98908 7.34 20370301 34653 7.475 20370201 98908 10.75 20370301 32211 6.54 20370301 34715 8.99 20370301 60148 7.4 20370301 64483 10.04 20370301 30161 8.75 20370301 22152 7.44 20370301 8757 6.05 20370301 33301 9.1 20370301 32503 9.04 20370301 60131 7.49 20370301 1749 10.35 20370301 29860 9.89 20370301 33617 8.39 20370301 60652 8.49 20370301 89014 7.25 20370301 92410 7.89 20370301 4009 9.19 20370301 33713 8.09 20370301 33012 9.25 20370301 35217 10.04 20370301 83706 8.49 20370301 6801 8.04 20370301 88012 9.825 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92404 5.9 20370301 89117 10.95 20220301 21801 11.1 20370301 92841 6.89 20370301 33435 6.34 20370301 95962 6.29 20370301 30263 9.54 20370301 8361 7.4 20370301 33914 6.39 20370301 33415 5.8 20370301 46037 8.15 20370301 33157 6.54 20370301 90047 7.29 20370301 92395 7.14 20370301 91786 6.14 20370301 91354 6.19 20370301 7090 7.74 20370301 90813 9.09 20370301 91354 10.25 20370301 31904 8.45 20370301 23453 7.8 20370301 34652 6.49 20370301 8060 6.25 20370301 60607 6.69 20370301 60169 8.94 20370301 21801 7.415 20370301 30058 9.49 20370301 60123 8.09 20370301 30635 6 20370301 56537 8.49 20370301 20747 7.89 20370301 20772 6.84 20370301 63401 10.9 20370301 29420 8.49 20370301 92243 8.275 20370301 33170 7.2 20370301 23669 8.25 20370301 90630 7.95 20370301 33023 5.94 20370301 60062 7.05 20370301 20020 10.19 20370301 20785 9.15 20370301 60445 6.69 20370301 91354 7.25 20370301 85338 9.125 20370201 91354 11.5 20220301 21208 6.375 20370301 25309 7.59 20220301 93305 6.94 20370301 93726 6.29 20370301 84620 9.24 20370301 20002 8.5 20370301 90255 8.19 20370301 61571 7.7 20370301 30132 9.84 20370301 19805 8 20370301 20794 6.94 20370301 32808 8.64 20370301 91104 6.24 20370301 51055 8.5 20370301 91104 10.95 20220301 31201 9.4 20370301 19138 7.05 20370301 33063 5.75 20370301 91764 6.75 20370301 32225 7.44 20370301 60525 9.4 20370301 21222 8.825 20370301 30540 8.115 20370301 33905 7.7 20370301 92345 7.35 20370301 89102 7.49 20370301 89061 6.75 20220301 23505 8.375 20370301 90280 7.94 20370301 92009 8.325 20370301 19464 8.69 20370301 29910 7.24 20370301 29910 11.05 20320301 91702 7.8 20370301 38351 8.19 20370301 20783 7.24 20370301 23860 9.24 20370301 12822 5.75 20370301 54937 8.35 20370301 23223 8.64 20370301 94526 7.54 20370301 94526 11.95 20220301 60609 8.84 20370301 77053 7.5 20370301 33313 8.99 20370301 23851 5.75 20370301 60804 8.85 20370301 7601 6.15 20370301 40505 9.24 20370301 89128 9.075 20370301 92505 7.75 20370301 95492 5.25 20370301 93110 8.9 20370301 92707 6.25 20370301 34714 6 20370301 93908 6.09 20370201 21788 6.49 20370301 90001 8.89 20370301 93702 7.45 20370301 60429 6.84 20370301 95205 7.49 20370301 32818 6.84 20370301 78750 8.34 20370301 89121 7.69 20370301 87144 10.15 20370301 11575 5.79 20370301 22911 8.838 20370301 11385 7.89 20370301 33414 7.24 20370301 18635 8.9 20370301 60016 8.2 20370201 33603 9.1 20370301 53179 9.49 20370201 91752 6.69 20370301 91752 11.2 20220301 11203 7 20370301 28227 8.14 20370301 22407 7.34 20370301 33952 8.84 20370201 92405 7.45 20370301 32168 8.04 20370301 92509 7.74 20370301 92509 11.3 20220301 20744 5.49 20370301 60634 7.9 20370301 23602 7.9 20370301 61080 8.49 20370301 92688 6.49 20370301 90220 9.89 20370301 90061 9.89 20370301 46574 9.39 20370301 98374 8.49 20370301 27284 6.99 20220301 32526 7.35 20370301 34104 7 20370301 33619 10.465 20370201 90062 7.49 20370201 95340 8.49 20370201 21601 9.265 20370201 33614 10.04 20370301 89107 9.95 20370301 97205 7.75 20370301 22191 6.515 20370301 97205 11.55 20220301 93230 8.49 20370301 92028 10.49 20370301 21702 6.7 20370301 63383 8 20370301 34112 6.69 20370301 91411 11.2 20220201 20737 5.84 20370301 50036 8.14 20370301 10462 6.49 20370301 31312 7.465 20370301 22172 6.19 20370201 17601 7.75 20370301 14304 9.49 20370301 38019 11.29 20370301 97302 8.85 20370201 89011 9.95 20370301 11550 7.89 20370301 29588 7.69 20370301 32408 8.09 20370301 61115 9.125 20370301 90502 6.64 20370301 90502 10.25 20220301 92683 6.49 20370301 34231 6.49 20370301 92683 10.95 20220301 98122 6.25 20370301 93301 10.04 20370301 92324 10.05 20370201 92501 7.25 20370301 33405 6.51 20370301 93304 11.3 20220301 92683 9.45 20370301 88005 7.99 20370201 96792 7.05 20370301 92301 7.82 20370201 28115 10.34 20370301 60056 8.89 20370301 90029 6.164 20370301 92545 7.49 20370201 8638 10.29 20370301 20748 9.25 20370301 92844 9.79 20370301 14616 9.7 20370301 91773 11.35 20370201 20708 8.25 20370301 91977 7.99 20370301 34117 10.15 20370201 10980 6.79 20370301 8046 9.5 20370301 30144 9.24 20370201 2760 9.69 20370301 33180 7.615 20370301 28590 8.815 20370301 21244 10.35 20370301 12721 7.54 20370301 39503 8.6 20370301 34286 6.48 20370301 89122 9.3 20370301 29483 8.49 20370301 95642 6.89 20370301 53206 8.54 20370301 3235 9.065 20370201 92509 10 20370201 27834 10.99 20370301 33523 9.15 20370301 32776 8.65 20370301 34653 6.34 20370301 33326 6.24 20370301 34761 6.45 20370301 92704 6.29 20370301 95694 6.19 20370301 60621 8.15 20370301 34691 10.2 20370301 32226 8.19 20370301 33811 7.39 20370301 33702 9.04 20370301 93455 5.84 20370301 33523 7.4 20370301 91977 5.75 20370301 93536 6.29 20370301 94571 5.24 20370301 74112 7.4 20370301 95747 5.515 20370301 80601 9.64 20370301 91730 7.49 20370301 92708 7.49 20370301 92703 7.49 20370301 65802 9.615 20370301 92336 6.99 20370301 92503 7.74 20370301 77080 9.215 20370301 60623 8 20370301 92345 8.34 20370301 33565 8.65 20370301 19057 7.55 20370301 64125 8.2 20370301 34120 6.99 20370301 32784 7.49 20370301 33981 5.75 20370301 46226 10.165 20370301 93612 6.59 20370301 90018 8.05 20370301 92530 6.09 20370301 60620 8.475 20370301 33178 7.94 20370301 32168 6.915 20370301 90011 8.3 20370301 98329 7.49 20370301 90221 8.29 20370301 92057 8.99 20370301 20774 8.35 20370301 33313 7.9 20370301 23464 7.8 20370301 60624 7.49 20370301 21661 7.35 20370301 90062 6.45 20370301 60620 7.89 20370301 34479 8.14 20370301 85323 8.49 20370301 54548 9.25 20370301 93304 9.75 20370301 32221 8.45 20370301 85031 7.69 20370301 21853 7.49 20370301 32806 7.35 20370301 87121 9.24 20370301 63049 7.8 20370301 20002 7.65 20370301 90502 9.95 20370301 90804 10.49 20370301 60647 9.94 20370301 85382 7.35 20370301 60477 6.89 20370301 94702 7.49 20370301 20621 9.2 20370301 33770 7.4 20370301 30045 7.465 20370301 21207 9 20370301 91706 7.19 20370301 90064 6.6 20370301 97367 7.2 20370301 34205 6.99 20370301 89431 7.54 20220301 20782 5.99 20370301 89032 7.25 20370301 77449 9.34 20370301 60482 7.29 20370301 33510 7.79 20270301 93304 7.74 20370301 87002 9.04 20370301 66616 8.74 20370301 15236 8.6 20370301 60010 7.64 20370301 92703 5.94 20370301 92703 10.79 20370301 92801 6.15 20370301 61109 8.94 20370301 37766 8.99 20370301 21208 9.84 20370301 37042 9.155 20370301 81001 9.24 20370301 27909 9.6 20370301 74053 7.7 20370301 93451 7.065 20370301 56208 7.74 20370301 33125 6.29 20370301 92704 6.29 20370301 85735 8.4 20370301 92551 6.79 20370301 60637 9.3 20370301 47403 9.09 20370301 20774 8.14 20370301 21740 8.94 20370301 19144 7.49 20370301 32926 6.39 20370301 1119 6.35 20370301 33971 6.74 20370301 61364 9 20370301 23234 9.525 20370301 86406 5.75 20370301 33971 12.2 20220301 24540 9.49 20370301 33021 7.6 20370301 34983 7.05 20370301 33162 8.49 20370301 95965 7.79 20370301 34711 6.84 20370301 34711 5.95 20370301 60543 7.2 20370301 75060 9.19 20370301 94503 7.09 20370301 60506 9.1 20370301 7111 6.39 20370301 91306 6.94 20370301 32825 5.75 20370301 91306 11.5 20370301 83338 7.9 20370301 12404 8.25 20370301 92553 7.89 20370301 23602 7.4 20370301 34744 7.89 20370301 33313 7.29 20370301 90011 6.29 20370301 33031 8.54 20370301 92374 7.15 20370301 96740 5.55 20370301 93536 8.74 20370301 53207 9 20370301 33773 6.99 20370301 92571 7.54 20370301 60643 10.99 20370301 33811 6.8 20370301 84119 7 20370301 93657 8.2 20370301 93551 8.24 20370301 93722 8.4 20370301 93704 9.05 20370301 33183 8.05 20370301 92344 7.6 20370301 93552 10.29 20370301 92301 9.49 20370301 85338 6.49 20370301 33161 7.05 20370301 95377 8.24 20370301 14227 8.05 20370301 11233 8.65 20370301 23508 7.79 20370301 60433 8.64 20370301 30180 9.34 20370301 89030 7.99 20370301 60651 8.74 20370301 19014 7.49 20370301 21060 8.44 20370301 33563 9.49 20370301 98310 6.89 20370301 33030 6.85 20370301 85706 8.14 20370301 50501 10.15 20370301 85379 8.64 20370301 28202 8.4 20370301 93551 7.39 20370301 93551 11.75 20220301 92411 7.065 20370301 33764 8.45 20370301 33881 6.24 20370301 33068 6 20370301 20785 7.1 20370301 28168 7.59 20370301 33615 6.29 20370301 29461 7.49 20370401 7052 7.65 20370301 84106 7.8 20370301 33703 8.05 20370301 77051 8.8 20370301 77051 9.45 20270301 60626 8.84 20370301 60619 10.09 20370301 92683 6.315 20370301 33187 7.15 20370301 60827 7.54 20370301 95624 7.49 20370301 34758 6.19 20370301 8724 7.49 20370301 73020 9.35 20370301 20772 8.325 20370301 30252 10.14 20370301 90023 7.49 20370301 34120 8.95 20370301 93206 7.49 20370301 95823 7.99 20370301 10606 7.55 20370301 19560 8.2 20370301 33020 8.75 20370301 23222 8.3 20370301 46181 9.475 20370301 8086 8.64 20370301 21787 7.49 20370301 93263 10.75 20370301 46037 9.59 20370301 93728 8.45 20370301 19134 8.49 20370301 20002 6.69 20370301 60076 9.44 20370301 33025 6.74 20370301 33523 7.19 20370301 32244 10.45 20370301 34759 8.79 20370301 60643 7.59 20370301 33625 8.54 20370301 33169 9.24 20370301 96003 6.49 20370301 92284 7.75 20370301 96003 10.5 20370301 98055 6.89 20370301 60644 9 20370301 34231 7.69 20370301 33323 5.89 20370301 95828 8.85 20370201 32303 6.54 20370301 60624 8.44 20370301 93630 5.75 20370301 30108 8.79 20370301 92879 6.74 20370301 19138 8.7 20370301 95060 7.975 20370201 93308 10.34 20370101 1752 8.59 20370301 10466 8.7 20370301 8050 8.865 20370101 34771 6.19 20370301 21060 8.9 20370201 92649 7.175 20370201 95307 6.59 20370201 ZIP_CODE STATED_ORIGINAL_TERM STATED_REM_TERM 33913 360 359 60631 360 359 19141 360 359 14226 360 359 92585 360 358 93728 360 357 92374 360 357 59833 360 358 92201 360 358 95360 360 358 95660 360 358 60620 360 358 94555 360 358 64130 360 359 33410 360 358 32168 360 358 84124 360 359 95838 360 357 89131 360 358 93536 360 356 95823 360 356 89408 360 356 97005 360 356 95365 360 357 93534 360 357 93534 360 357 95973 360 357 93312 360 357 95242 360 357 95242 360 357 95991 360 357 38141 360 355 95307 180 178 60619 360 359 83634 360 359 34758 360 359 8757 360 359 34461 360 359 85381 360 359 92345 360 359 93704 360 359 30180 360 359 32904 360 359 90660 360 359 92335 360 359 33413 360 359 85007 360 355 7036 360 357 33604 360 354 34787 360 355 8053 360 358 91016 360 357 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95051 3744.73 631634.12 85379 1369.17 212000 85379 585.87 52963.17 93003 2965.05 465106.5 89131 3642.31 451992.37 98661 1173.69 162775.5 98661 435.23 40748.35 92883 2074.74 366400 92883 704.01 68639.79 76258 530.18 69505.7 19151 1276.4 165385.35 63735 512.92 60816.32 46227 458.14 53741.9 8081 740.41 89858.94 63033 263.32 25562.61 23417 623.55 82840.1 22025 1909.83 262852.59 60504 1190.02 152615.49 48089 277.27 25871.71 98223 740.6 71911.27 63111 692.23 88841.21 75418 1342 159362.6 47352 494.96 56906.54 21286 2124.09 269530.55 18328 995.34 113247.86 27610 1344.64 168713.67 74134 867.75 100857.48 61704 1903.98 223675.48 43230 697.08 94807.48 19143 678.71 81475.4 4287 1067.88 126811.09 32205 1268.71 164697.99 60638 1504.94 197753 23602 471.73 44154.04 23224 1132.85 143736.73 39059 665.4 79877.85 23462 901.52 119768.82 60426 1314.51 152784.11 29485 1340.5 166324.92 30228 603.43 56481.21 24018 3182.58 399322.26 48092 2802.08 329182.39 16509 887.3 126421.7 98363 1725 230000 48917 587.96 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55419 1549.35 212837.13 7436 1263.91 197370.71 91605 2016.58 352341.51 92336 2481.61 410793.02 13753 847.29 127680.28 7458 2447.08 345115.95 87123 2467.37 368096.24 56020 461.48 57766.37 6231 1343.54 203485.43 19960 1498.33 233172.18 1237 1556.82 207526.68 2863 1696.58 239176.22 11706 1923.11 258115.08 55316 1359.28 227711.07 90280 962.44 160216.76 20736 3094.25 469729.16 89145 1567.28 219200 34746 1360.28 251057.04 89145 542.68 54746.96 2891 577.01 103841.54 3801 1063.66 119030.85 24324 996.7 157666.82 91706 980.33 173000 33189 1645.38 303664.62 33912 1153.18 211671.14 32707 652.25 109858.85 80015 1119.1 193148.81 98166 624.95 104025.88 55303 1184.87 183352.2 85027 1415.06 250440.36 49962 1501.71 215813.09 33186 983.32 164906.07 32907 1752.75 221400 24502 850.92 112783.44 95628 1544.54 243875.13 21207 1334.73 176877.86 33440 718.27 76981.67 2840 1195.1 234197.88 23224 1169 161654.77 17325 2019.76 251507.62 85705 438.79 49933.08 27408 6362.88 764224.34 48911 713.92 87409.89 31419 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