Syncora Holdings Ltd. (fka SYCRF)

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Last NOTICE Oct 5th 2017 on JPM GLOBAL RMBS SETTLEMENT:

"within ninety (90) days of September 19, 2017"



NOTICE REGARDING RECEIPT OF PRIVATE LETTER RULINGS FROM THE
INTERNAL REVENUE SERVICE AND THE CONSEQUENT OCCURRENCE OF THE
“EFFECTIVE DATE” UNDER THE SETTLEMENT AGREEMENT.
NOTICE IS HEREBY GIVEN TO THE HOLDERS OF CERTIFICATES, NOTES OR
OTHER SECURITIES (THE “CERTIFICATEHOLDERS”) OF THE RESIDENTIAL
MORTGAGE-BACKED SECURITIZATION TRUSTS AND LOAN GROUPS
IDENTIFIED IN EXHIBIT A HERETO (THE “SETTLEMENT TRUSTS”) AND OTHER
PERSONS POTENTIALLY INTERESTED IN THE SETTLEMENT TRUSTS. THE
CERTIFICATEHOLDERS AND OTHER NOTICE RECIPIENTS SHOULD READ THIS
NOTICE AND THE MATERIALS REFERENCED HEREIN CAREFULLY IN
CONSULTATION WITH THEIR LEGAL AND FINANCIAL ADVISORS.
NOTICE IS HEREBY GIVEN TO THE CERTIFICATEHOLDERS BY:
THE BANK OF NEW YORK MELLON
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
DEUTSCHE BANK NATIONAL TRUST COMPANY
HSBC BANK USA, NATIONAL ASSOCIATION
TMI TRUST COMPANY (SUCCESSOR SEPARATE TRUSTEE TO LAW
DEBENTURE TRUST COMPANY OF NEW YORK)
U.S. BANK NATIONAL ASSOCIATION
WELLS FARGO BANK, NATIONAL ASSOCIATION
WILMINGTON TRUST, NATIONAL ASSOCIATION
EACH, IN ITS CAPACITY AS TRUSTEE, SEPARATE TRUSTEE, AND/OR
SUCCESSOR TRUSTEE OF THE SETTLEMENT TRUSTS (THE “TRUSTEES”)
UNDER CERTAIN APPLICABLE POOLING AND SERVICING AGREEMENTS,
MORTGAGE LOAN PURCHASE AGREEMENTS, ASSIGNMENT AND ASSUMPTION
AGREEMENTS AND/OR OTHER AGREEMENTS GOVERNING THE SETTLEMENT
TRUSTS (THE “GOVERNING AGREEMENTS”).
THIS NOTICE CONTAINS IMPORTANT INFORMATION FOR THE
CERTIFICATEHOLDERS. ALL DEPOSITORIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE, AS APPLICABLE, ARE
REQUESTED TO EXPEDITE THE RE-TRANSMITTAL OF THIS NOTICE TO THE
CERTIFICATEHOLDERS IN A TIMELY MANNER. CUSIP NUMBERS TO WHICH
THIS NOTICE RELATES MAY BE FOUND AT:
HTTP://WWW.RMBSTRUSTEESETTLEMENT.COM/LIST_OF_RMBS_TRUSTS.PDF.
Dated: October 5, 2017
This notice (the “Notice”) concerns developments relating to the RMBS Trust Settlement
Agreement dated as of November 15, 2013 and modified as of July 29, 2014 (the “Settlement
Agreement” or “Settlement”), by and among a group of twenty-one (21) institutional investors
(the “Institutional Investors”), JPMorgan Chase & Co. and its direct and indirect subsidiaries
(“JPMorgan”), and the Trustees. A copy of the Settlement Agreement is available at:
http://www.rmbstrusteesettlement.com/docs/Modified_Proposed_Settlement_Agreement.pdf and
should be referred to for information concerning the terms thereof. Capitalized terms used in this
Notice and not otherwise defined have the meanings assigned to them in the Settlement
Agreement.
The purpose of this Notice is to inform Certificateholders and other persons potentially
interested in the Settlement Trusts that the requirements of Section 2.09 of the Settlement
Agreement were satisfied as of September 19, 2017, and that as a result of the foregoing, the
“Effective Date” under the Settlement Agreement is September 19, 2017.
BACKGROUND
In a prior notice, dated October 28, 2016 (the “October 2016 Notice”), the Trustees
informed you, among other things, that (i) following a hearing in January 2016, the Court
granted the relief sought by the Trustees and issued a decision on August 12, 2016 (the “August
12 Decision”) and a separate final order and judgment on August 23, 2016 (the “August 23
Order”); (ii) both the August 12 Decision and August 23 Order became final and non-appealable
and constituted Final Court Approval of the Settlement Agreement pursuant to the terms thereof;
(iii) pursuant to the Settlement Agreement, settlement payment distributions cannot occur until
after the Effective Date of the Settlement Agreement; (iv) pursuant to Section 2.09 of the
Settlement Agreement, the Effective Date of the Settlement Agreement shall be deemed not to
have occurred unless and until the Trustees receive private letter rulings, or similar acceptable
guidance, applicable to all of the Settlement Trusts from the Internal Revenue Service (the
“IRS”) to the effect that: (x) the execution of, and the transactions contemplated by, the
Settlement Agreement will not cause any portion of a Settlement Trust for which a REMIC
election (as defined in the Internal Revenue Code) has been made in accordance with the
applicable Governing Agreement to fail to qualify at any time as a REMIC, and (y) the receipt of
the settlement payment by the Settlement Trusts will not cause, or result in, the imposition of
any taxes on the Settlement Trusts or on any portion of a Settlement Trust for which a REMIC
election has been made in accordance with the terms of the applicable Governing Agreement
((x) and (y) collectively, “IRS Rulings”); and (v) the Trustees were consulting with their
respective advisors regarding requests for IRS Rulings and anticipated making such requests in
the near future.
Copies of the Trustees’ prior notices, including the October 2016 Notice, are available at
http://www.rmbstrusteesettlement.com/notice.php and should be referred to for additional
background information concerning the Settlement.
NOTICE OF RECEIPT OF PRIVATE LETTER RULINGS FROM THE INTERNAL
REVENUE SERVICE AND THE CONSEQUENT OCCURRENCE OF THE
“EFFECTIVE DATE” UNDER THE SETTLEMENT AGREEMENT
As of September 19, 2017, each Trustee has received, with respect to the Settlement
Trusts for which such Trustee acts as trustee, indenture trustee, separate trustee, and/or successor
trustee, the IRS Rulings required under Section 2.09 of the Settlement Agreement, and as a
result of the foregoing, the “Effective Date” under the Settlement Agreement is September
19, 2017. Accordingly, among other things, (i) pursuant to Section 3.05 of the Settlement
Agreement, the Expert is required to calculate the final Allocable Share for each Settlement
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Trust within ninety (90) days of September 19, 2017, and (ii) pursuant to Section 3.01 of the
Settlement Agreement, JPMorgan is required to pay the portion of the Settlement Payment that
is equal to the aggregate amount of the Allocable Shares of all Settlement Trusts within thirty
(30) days of the Final Expert Calculation.
As we informed you in the October 2016 Notice, in addition to the receipt of IRS
Rulings, certain other events will need to occur prior to the distribution of any settlement
payments, including, among other things, Final Expert Calculation of each Settlement Trust’s
Allocable Share.
This Notice does not make, and should not be construed to make, any representations
with respect to when settlement payments may actually be distributed. The following website
should be consulted regularly for further updates concerning the Settlement:
http://www.rmbstrusteesettlement.com/index.php (the “JPM Settlement Website”).
OTHER MATTERS
This Notice summarizes previous notices to Certificateholders regarding the Settlement
Agreement and is not a complete summary of the Settlement Agreement or other documents the
Trustees have posted on the JPM Settlement Website or a summary or statement of relevant law
or of relevant legal procedures. Certificateholders and other potentially interested persons are
urged to carefully consider the implications of this Notice and to consult with their own legal
and financial advisors. This Notice and any further notices with respect to the matters addressed
herein will be made available at the JPM Settlement Website. Certificateholder inquiries
regarding the matters set forth in this Notice may be directed to the applicable Trustee using the
contact information of such Trustee available at:
http://www.rmbstrusteesettlement.com/rmbscontact.php.
Certificateholders and other persons interested in the Settlement Trusts should not rely on
the Trustees, their counsel, experts, or other advisors retained by the Trustees, as their sole
source of information.
Please note that this Notice is not intended and should not be construed as investment,
accounting, financial, legal, tax, or other advice by or on behalf of the Trustees, or their
directors, officers, affiliates, agents, attorneys, or employees. Each person or entity receiving this
Notice should seek the advice of its own advisors in respect of the matters set forth herein.
Please be further advised that each of the Trustees reserves all of the rights, powers,
claims, and remedies available to it under the Governing Agreements and applicable law. No
delay or forbearance by a Trustee to exercise any right or remedy accruing upon the occurrence
of a default, or otherwise under the terms of the Governing Agreements, other documentation
relating thereto or under applicable law, shall impair any such right or remedy or constitute a
waiver thereof or acquiescence therein.
Each of the Trustees expressly reserves all rights in respect of each applicable Governing
Agreement, including without limitation its right to recover in full its fees and costs (including,
without limitation, fees and costs incurred or to be incurred by such Trustee in performing its
duties, indemnities owing or to become owing to such Trustee, compensation for such Trustee’s
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time spent and reimbursement for fees and costs of counsel and other agents it employs in
performing its duties or to pursue remedies) and its right, prior to exercising any rights or powers
in connection with any applicable Governing Agreement at the request or direction of any
Certificateholder, to receive security or indemnity satisfactory to it against all costs, expenses,
and liabilities which might be incurred in compliance therewith, and all rights that may be
available to it under applicable law or otherwise.
Please be advised that, should a Trustee receive an inquiry from a Certificateholder, that
Trustee may conclude that a response to only the inquiring Certificateholder is not consistent
with applicable law or regulation that requires equal and full dissemination of information to all
Certificateholders.
* * *
EXHIBIT A
SETTLEMENT TRUSTS
The Bank of New York Mellon, as Trustee
BALTA 2005-1
BALTA 2005-10
BALTA 2005-2
BALTA 2005-3
BALTA 2005-4
BALTA 2005-5
BALTA 2005-7
BALTA 2005-8
BALTA 2005-9
BALTA 2006-1
BALTA 2006-2
BSABS 2005-SD1
BSABS 2005-SD2
BSABS 2005-SD3
BSABS 2005-SD4
BSABS 2006-2
BSABS 2006-3
BSABS 2006-4
BSABS 2006-SD1
BSABS 2006-SD2
BSABS 2006-SD3
BSABS 2006-SD4
BSABS 2007-1
CHASE 2006-S2
GPMF 2005-AR1
PRIME 2005-1
SAMI 2005-AR1
SAMI 2005-AR2
SAMI 2005-AR3
SAMI 2005-AR4
SAMI 2005-AR6
SAMI 2005-AR7
SAMI 2005-AR8
SAMI 2006-AR1
SAMI 2006-AR2
SAMI 2006-AR3
SAMI 2006-AR4
SAMI 2006-AR5
SAMI 2006-AR6
SAMI 2006-AR7
SAMI 2006-AR8
The Bank of New York Mellon Trust Company, as Trustee
CFLX 2007-1
CFLX 2007-2
CFLX 2007-3
CFLX 2007-M1
CHASE 2006-S3
CHASE 2006-S4
CHASE 2007-A1
CHASE 2007-A2
CHASE 2007-A3
CHASE 2007-S1
CHASE 2007-S2
CHASE 2007-S3
CHASE 2007-S4
CHASE 2007-S5
CHASE 2007-S6
Deutsche Bank National Trust Company, as Trustee
JPMAC 2007-CH1
JPMAC 2007-CH2
JPMAC 2007-CH3
JPMAC 2007-CH4
JPMAC 2007-CH5
JPMAC 2007-HE1
MSST 2007-1
HSBC Bank USA, National Association, as Trustee
BSMF 2006-AC1
JPALT 2006-A5
JPALT 2006-A7
JPALT 2007-A1
JPMMT 2006-A5
JPMMT 2007-A1
JPMMT 2007-A2
JPMMT 2007-A5
JPMMT 2007-A6
LUM 2006-3
U.S. Bank National Association, as Trustee
BALTA 2006-3
BSABS 2005-2
BSABS 2005-3
BSABS 2005-4
BSABS 2005-AC1
BSABS 2005-AC2
BSABS 2005-AC3
BSABS 2005-AC4
BSABS 2005-AC5
BSABS 2005-AC6
BSABS 2005-AC7
BSABS 2005-AC8
BSABS 2005-AC9
BSABS 2005-AQ1
BSABS 2005-AQ2
BSABS 2005-EC1
BSABS 2005-FR1
BSABS 2005-HE1
BSABS 2005-HE10
BSABS 2005-HE11
BSABS 2005-HE12
BSABS 2005-HE2
BSABS 2005-HE3
BSABS 2005-HE4
BSABS 2005-HE5
BSABS 2005-HE6
BSABS 2005-HE7
BSABS 2005-HE8
BSABS 2005-HE9
BSABS 2005-TC1
BSABS 2005-TC2
BSABS 2006-1
BSABS 2006-AC1
BSABS 2006-AC2
BSABS 2006-AC3
BSABS 2006-AC4
BSABS 2006-AC5
BSABS 2006-AQ1
BSABS 2006-EC1
BSABS 2006-EC2
BSABS 2006-HE1
BSABS 2006-HE10
BSABS 2006-HE2
BSABS 2006-HE5
BSABS 2006-HE6
BSABS 2006-HE7
BSABS 2006-HE8
BSABS 2006-HE9
BSABS 2006-IM1
BSABS 2006-PC1
BSABS 2007-AC1
BSABS 2007-AQ1
BSABS 2007-FS1
BSABS 2007-HE1
BSABS 2007-HE2
BSABS 2007-HE3
BSABS 2007-HE4
BSABS 2007-HE5
BSABS 2007-HE6
BSABS 2007-HE7
BSARM 2005-1
BSARM 2005-10
BSARM 2005-11
BSARM 2005-12
BSARM 2005-2
BSARM 2005-3
BSARM 2005-4
BSARM 2005-5
BSARM 2005-6
BSARM 2005-7
BSARM 2005-9
BSARM 2006-1
BSARM 2006-2
BSMF 2006-SL2
BSMF 2006-SL3
BSMF 2006-SL4
BSMF 2006-SL5
BSMF 2006-SL6
BSMF 2007-SL1, Group 2
BSMF 2007-SL2
BUMT 2005-1
CFLX 2005-1
CFLX 2005-2
CFLX 2006-1
CFLX 2006-2
CHASE 2005-A1
CHASE 2005-A2
CHASE 2005-S1
CHASE 2005-S2
CHASE 2005-S3
CHASE 2006-A1
CHASE 2006-S1
U.S. Bank National Association, as Trustee
EMCM 2005-A
EMCM 2005-B
EMCM 2006-A
JPALT 2005-A2
JPALT 2005-S1
JPALT 2006-A1
JPALT 2006-A2
JPALT 2006-A3
JPALT 2006-A4
JPALT 2006-A6
JPALT 2006-S1
JPALT 2006-S2
JPALT 2006-S3
JPALT 2006-S4
JPALT 2007-A2
JPALT 2007-S1
JPMAC 2005-FLD1
JPMAC 2005-FRE1
JPMAC 2005-OPT1
JPMAC 2005-OPT2
JPMAC 2005-WMC1
JPMAC 2006-ACC1
JPMAC 2006-CH1
JPMAC 2006-CH2
JPMAC 2006-CW1
JPMAC 2006-CW2
JPMAC 2006-FRE1
JPMAC 2006-FRE2
JPMAC 2006-HE1
JPMAC 2006-HE2
JPMAC 2006-HE3
JPMAC 2006-NC1
JPMAC 2006-NC2
JPMAC 2006-RM1
JPMAC 2006-WF1
JPMAC 2006-WMC1
JPMAC 2006-WMC2, Group 1
JPMAC 2006-WMC3, Group 1
JPMAC 2006-WMC4, Group 1
JPMMT 2005-A1
JPMMT 2005-A2
JPMMT 2005-A3
JPMMT 2005-A4
JPMMT 2005-A5
JPMMT 2005-A6
JPMMT 2005-A7
JPMMT 2005-A8
JPMMT 2005-ALT1
JPMMT 2005-S1
JPMMT 2005-S2
JPMMT 2005-S3
JPMMT 2006-A1
JPMMT 2006-A2
JPMMT 2006-A3
JPMMT 2006-A4
JPMMT 2006-A6
JPMMT 2006-A7
JPMMT 2006-S1
JPMMT 2006-S2
JPMMT 2006-S3
JPMMT 2006-S4
JPMMT 2007-A3
JPMMT 2007-A4
JPMMT 2007-S1
JPMMT 2007-S2
JPMMT 2007-S3
LUM 2005-1
PRIME 2005-2
PRIME 2005-3
PRIME 2005-4
PRIME 2005-5
PRIME 2006-1
PRIME 2006-2
PRIME 2006-CL1
PRIME 2007-1
PRIME 2007-2
PRIME 2007-3
SACO 2005-6
SACO 2005-9
SACO 2005-WM1
SACO 2005-WM2
SACO 2005-WM3
SACO 2006-4
SAMI 2005-AR5
Wells Fargo Bank, National Association, as Trustee
TMI Trust Company (as Successor Separate Trustee to Law Debenture Trust Company
of New York), as Separate Trustee
BSABS 2005-1
BSABS 2007-AC2
BSABS 2007-AC3
BSABS 2007-AC4
BSABS 2007-AC5
BSABS 2007-AC6
BSARM 2007-3
BSARM 2007-5
BSMF 2006-AR1
BSMF 2006-AR2
BSMF 2006-AR3
BSMF 2006-AR4
BSMF 2006-AR5
BSMF 2007-AR1
BSMF 2007-AR2
BSMF 2007-AR3
BSMF 2007-AR4
BSMF 2007-AR5
GPMF 2005-AR2
GPMF 2005-AR3
GPMF 2005-AR4
GPMF 2005-AR5
GPMF 2006-AR1
GPMF 2006-AR2
GPMF 2006-AR3
SACO 2005-1
SACO 2005-2
SACO 2005-3
SACO 2007-VA1
SAMI 2007-AR4
Wilmington Trust, National Association, as Trustee
BALTA 2006-4
BALTA 2006-5
BALTA 2006-6
BALTA 2006-7
BALTA 2006-8
BALTA 2007-1
BALTA 2007-2
BALTA 2007-3
BSAAT 2007-1
BSABS 2005-CL1
BSABS 2006-HE3
BSABS 2006-HE4
BSABS 2007-2
BSABS 2007-SD1
BSABS 2007-SD2
BSABS 2007-SD3
BSARM 2006-4
BSARM 2007-1
BSARM 2007-2
BSARM 2007-4
BSSLT 2007-SV1
GPMF 2007-HE1
PRIME 2006-DR1
SACO 2005-4
SACO 2005-5
SACO 2005-7
SACO 2005-8
SACO 2005-10, Loan Group II
SACO 2005-GP1
SACO 2006-1
SACO 2006-9
SACO 2006-10
SACO 2006-12
SACO 2007-1, Loan Group II
SAMI 2007-AR1
SAMI 2007-AR2
SAMI 2007-AR3
SAMI 2007-AR5
SAMI 2007-AR6
SAMI 2007-AR7