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DennyCrane550

07/11/17 10:41 AM

#8160 RE: DennyCrane550 #8159

Haven't been able to determine if these Syncora's RMBS (which are Lehman related, tho may be separate) were involved in this global settlement (similar to JPM/Bear that Syncora got one specific ($400m) and soon to get ($60m+ via global rmbs))


Greenpoint Mortgage Funding Trust 2006-HE1 US$1,831 million home equity loan asset backed notes series 2006-HE1 2006-HE1 Ax RMBS HELOC 39539BAA1



Greenpoint Mortgage Funding Trust 2007-HE1 US$663 million mortgage backed notes, series 2007-HE1 2007-HE1 A-1 RMBS HELOC 39539JAA4


SACO I Trust 2006-1 US$303 million mortgage-backed notes series 2006-1 2006-1 A RMBS HELOC 785778QA2


Lehman XS Trust 2007-8H US$1,089 million mortgage pass-through certificates series 2007-8H 2007-8H A5 RMBS Alternative A 52524TAE4



Securitized Asset Backed Receivables LLC Trust 2005-HE1 US$ 1,195 million mortgage pass through certificates series 2005-HE1 2005-HE1 A-1B RMBS Sub-Prime
81375WGN0


idk ~ we shall see




====





THE SETTLEMENT OFFER AND RELATED COURT APPROVAL PROCEDURES
MATERIALLY AFFECT THE INTERESTS OF THE CERTIFICATEHOLDERS, AND THE
RMBS TRUSTEES REQUEST THAT ALL CERTIFICATEHOLDERS AND OTHER NOTICE
RECIPIENTS READ THIS NOTICE, THE PROPOSED SETTLEMENT AGREEMENT, AND
RELATED MATERIALS CAREFULLY IN CONSULTATION WITH THEIR LEGAL AND
FINANCIAL ADVISORS.
THE SETTLEMENT OFFER AND THE PROPOSED SETTLEMENT AGREEMENT
A group of fourteen (14) institutional investors (the “Institutional Investors”) have
submitted to the RMBS Trustees a settlement offer (the “Settlement Offer”) from the LBHI
Debtors in the form of an RMBS Trust Settlement Agreement (the “Proposed Settlement
Agreement”), dated as of November 30, 2016, and modified as of March 17, 2017 (the
“Modification Date”), concerning certain Claims of the Covered RMBS Trusts. The Institutional
Investors request that the RMBS Trustees evaluate and accept the Proposed Settlement
Agreement. On or about November 30, 2016, the RMBS Trustees were provided with the
Proposed Settlement Agreement, which has since been modified, only after, and upon the
condition that, they agreed to keep confidential and not disclose the existence or terms of the
Proposed Settlement Agreement until after the Modification Date. The RMBS Trustees are
issuing this Notice to all Certificateholders and other interested parties before deciding whether
to accept or reject the Settlement Offer.
A copy of the Proposed Settlement Agreement, together with a copy of the Institutional
Investors’ letter to the RMBS Trustees concerning the Proposed Settlement Agreement, is
available at the RMBS Trustees’ Website at the tab entitled “Certain Relevant Documents”
(available at http://lbhirmbssettlement.com/Settlement_Agreement.pdf). A copy of the
Institutional Investors’ letter to the RMBS Trustees concerning the Proposed Settlement
Agreement is available at the RMBS Trustees’ Website at the tab entitled “Certain Relevant
Documents” (available at http://lbhirmbssettlement.com/Institutional_Investors_Letter.pdf).
Capitalized terms used but not defined herein will have the meanings assigned to them in the
Proposed Settlement Agreement. This Notice attempts to summarize certain terms of the
Proposed Settlement Agreement; please refer to the Proposed Settlement Agreement itself for the
actual terms of the Settlement Offer.
Under the terms of the Proposed Settlement Agreement, the LBHI Debtors would allow a
Class 7 General Unsecured claim in the Chapter 11 Cases against LBHI (the “Allowed Claim”)
in an amount to be determined by the Bankruptcy Court after an Estimation Proceeding in
accordance with the procedures set forth in Exhibit G to the Proposed Settlement Agreement. In
the Estimation Proceeding, under Section 502(c) of the Bankruptcy Code, the LBHI Debtors will
seek Estimation of the Covered Loan Claims arising under or related to the Accepting Trusts, for
purposes of setting the amount of the Allowed Claim, at a total amount of $2,416,000,000,
without prejudice to the rights of the LBHI Debtors to argue in furtherance of such estimation
that an amount lesser than $2,416,000,000 is correct, reasonable, or legally and factually
supportable, as described further in the Proposed Settlement Agreement. The Accepting
Trustees will be entitled to seek Estimation of the Covered Loan Claims in the Estimation
Proceeding at an amount greater than $2,416,000,000. To the extent that the Bankruptcy Court
decides that the Allowed Claim should be set at an amount (i) less than $2,000,000,000, such
decision may be appealed by the RMBS Trustees; (ii) between $2,000,000,000 and
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$2,416,000,000, the Allowed Claim will be set at $2,416,000,000; and (iii) greater than
$2,416,000,000, the Allowed Claim will be set at such greater amount. 2 The Bankruptcy
Court’s decision may be appealed by the Accepting Trustees only if the Estimation is for an
amount less than $2,000,000,000. Under no circumstances may the LBHI Debtors appeal the
Bankruptcy Court’s decision that sets the amount of the Allowed Claim.
The Allowed Claim will include any interest thereon to the extent provided by
Section 8.4 of the Plan and will be paid net of the Legal Fees (as determined in accordance with
the attorneys’ fee provision set forth in Section 6.05 of the Proposed Settlement Agreement).
The Net Allowed Claim will be allocated, and the Allocable Share of the Net Allocated Claim
calculated, in accordance with a formula provided in Section 3.04 of the Proposed Settlement
Agreement. Following the acceptance of the Proposed Settlement Agreement, the Parties,
including the RMBS Trustees, will have no ability to adjust, amend, or revise the allocation
formula as to any Covered RMBS Trust for which an RMBS Trustee accepts the Proposed
Settlement Agreement.
In exchange for the Allowed Claim, the LBHI Debtors would receive releases and
waivers with respect to Covered Loan Claims (as defined in the Proposed Settlement Agreement).
Please refer to the Proposed Settlement Agreement for further details concerning the Net
Allowed Claim, the allocation of same, the proposed releases, and the other terms of the
Settlement Offer.
For the Proposed Settlement Agreement to bind the Covered RMBS Trusts or related
Certificateholders, the RMBS Trustees must accept the Settlement Offer pursuant to a process
that is set forth in the Proposed Settlement Agreement. The RMBS Trustees are permitted to
accept or reject the Settlement Offer separately as to each Covered RMBS Trust. Under certain
conditions, if a sufficient number of Covered RMBS Trusts reject the Settlement Offer, the LBHI
Debtors may terminate the Proposed Settlement Agreement. In order to bind any Covered
RMBS Trust or related Certificateholders, the RMBS Trustees must accept or reject the Proposed
Settlement Agreement on a final basis, on or before June 1, 2017. Please refer to the Proposed
Settlement Agreement for further details concerning the other dates relevant to the Settlement
Offer.
ANY CERTIFICATEHOLDERS WHO WISH TO HAVE THEIR VIEWS
CONCERNING WHETHER THE RMBS TRUSTEES SHOULD ACCEPT OR REJECT THE
PROPOSED SETTLEMENT AGREEMENT FOR THEIR RELATED COVERED RMBS
TRUST(S) TO BE CONSIDERED BY THE RMBS TRUSTEES AND/OR THEIR EXPERTS
ARE REQUESTED TO CONTACT THE RMBS TRUSTEES IMMEDIATELY AND
CERTAINLY NO LATER THAN MAY 5, 2017. GIVEN THE IMPENDING DEADLINES,
THE RMBS TRUSTEES LIKELY WILL NOT BE IN A POSITION TO
MEANINGFULLY CONSIDER, IF AT ALL, VIEWS OF CERTIFICATEHOLDERS OR
OTHER INFORMATION THAT THEY RECEIVE AFTER MAY 5, 2017. PLEASE
2 The $2 billion and $2.416 billion figures described in subparts (i), (ii) and (iii) of this paragraph would be
reduced proportionately if one or more Covered Trusts is excluded from the Proposed Settlement Agreement. See
Proposed Settlement Agreement, § 3.02.
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5
COMMUNICATE WITH THE APPLICABLE RMBS TRUSTEE(S) USING THE CONTACT
INFORMATION OF SUCH RMBS TRUSTEE AVAILABLE AT THE RMBS TRUSTEES’
WEBSITE AT THE TAB ENTITLED “RMBS TRUSTEES’ CONTACT INFORMATION”
(AVAILABLE AT http://lbhirmbssettlement.com/trustee_contact.php).
The RMBS Trustees’ fees and expenses relating to their evaluation of the Proposed
Settlement Agreement, including expert fees and expenses, are being paid from assets of the
Covered RMBS Trusts pursuant to the RMBS Trustees’ rights to payment of fees and expenses
under Governing Agreements and related court orders.
THE PROPOSED SETTLEMENT AGREEMENT REMAINS UNDER THE
REVIEW OF THE RMBS TRUSTEES AND THEIR EXPERT. The RMBS Trustees have
retained the Honorable Judith Fitzgerald (Ret.) as an expert to assist them with an independent
evaluation of the Settlement Offer as set forth in the Proposed Settlement Agreement. Each
RMBS Trustee also has engaged legal counsel to advise it with respect to relevant legal matters
affecting the particular Covered RMBS Trusts that it administers. The RMBS Trustees are
reviewing the Proposed Settlement Agreement with the assistance of Judge Fitzgerald and each
RMBS Trustee’s legal counsel. It is anticipated that Judge Fitzgerald will provide a report to the
RMBS Trustees concerning her evaluation of the Settlement Offer.
As of the date of this Notice, none of the RMBS Trustees has made any final
determination, on behalf of the Covered RMBS Trusts for which it serves as trustee, as to the
reasonableness of, or the advisability of accepting, the Proposed Settlement Agreement.
Although the RMBS Trustees are working together in their evaluation of the Proposed
Settlement Agreement, each RMBS Trustee will assess the Proposed Settlement Agreement and
make its own decision as to whether to accept or reject the Proposed Settlement Agreement on
behalf of each Covered RMBS Trust for which it serves as trustee.
Certificateholders are encouraged to check the RMBS Trustees’ Website regularly for
updates that may impact particular Covered RMBS Trusts or groups of Covered RMBS Trusts.
OTHER MATTERS
This Notice summarizes certain terms of the Proposed Settlement Agreement (including
the Trustee Findings) and is not a complete summary or statement of the material terms thereof,
of relevant law or of relevant legal procedures. Certificateholders and other potentially
interested persons are urged to review carefully the Proposed Settlement Agreement and to
consider its implications, including without limitation the releases of the Covered Loan Claims
and other actual or potential claims related to Covered Loans. The RMBS Trustees may send
further notices with respect to the matters addressed herein and developments relating to the
Settlement Offer, all of which will be made available at the RMBS Trustees’ Website at the tab
entitled “Notices” (available at http://lbhirmbssettlement.com/notice.php). You may also obtain
any documents filed with the Court on the docket for the Chapter 11 Cases by logging on to
PACER at https://www.pacer.gov (password required) or by visiting LBHI’s claims agent
website at http://www.lehman-docket.com (no password required).
For inquiries, or to furnish any direction pursuant to the Governing Agreements with
respect to the matters discussed herein, Certificateholders are directed to contact the applicable
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RMBS Trustee using the contact information of such RMBS Trustee available at the RMBS
Trustees’ Website at the tab entitled “RMBS Trustees’ Contact Information” (available at
http://lbhirmbssettlement.com/trustee_contact.php). Certificateholders will be required to verify
their holdings before receiving information from the applicable RMBS Trustee. Please be
advised that with respect to any particular inquiry from individual Certificateholders, an RMBS
Trustee may conclude that a specific response to such inquiry is not consistent with requirements
under applicable law and regulation of equal and full dissemination of information to all
Certificateholders.
Certificateholders and other persons interested in the Covered RMBS Trusts should not
rely on the RMBS Trustees, their counsel, experts or other advisors retained by the RMBS
Trustees, as their sole source of information. Certificateholders and other potentially interested
persons are urged to consult with their own legal and financial advisors.
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 RMBS 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 all matters set forth herein.
Please be further advised that each of the RMBS 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 an RMBS 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 an acquiescence therein.
Receipt of this Notice should not be construed as evidence or acknowledgment of any
requirement applicable to, or of any right or authority on the part of any recipient under the
Governing Documents to direct, the matters addressed herein, or of any obligations on the part of
any RMBS Trustee with respect thereto, and each RMBS Trustee expressly reserves all rights in
determining appropriate actions and requirements concerning these matters.
Each of the RMBS 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 RMBS Trustee in
performing its duties, indemnities owing or to become owing to such RMBS Trustee,
compensation for such RMBS Trustee’s 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 that might be incurred in compliance therewith, and
all rights that may be available to it under applicable law or otherwise.
Deutsche Bank National Trust Company
Law Debenture Trust Company of New York
U.S. Bank National Association
Wilmington Trust Company and Wilmington Trust, National Association
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EXHIBIT A
Covered RMBS Trusts
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DB1/ 91137811.2
- 1 -
EXHIBIT A
TRUSTS
No. Trust Name
1 ARC 2002-BC10
2 ARC 2002-BC8
3 ARC 2002-BC9
4 ARC 2004-1
5 BNC 2006-1
6 BNC 2006-2
7 BNC 2007-1
8 BNC 2007-2
9 BNC 2007-3
10 BNC 2007-4
11 LABS 2004-1
12 LABS 2007-1
13 LMT 2005-1
14 LMT 2005-2
15 LMT 2005-3
16 LMT 2006-1
17 LMT 2006-2
18 LMT 2006-4
19 LMT 2006-8
20 LMT 2006-9
21 LMT 2007-1
22 LMT 2007-10
23 LMT 2007-2
24 LMT 2007-3
25 LMT 2007-4
26 LMT 2007-5
27 LMT 2007-6
28 LMT 2007-7
29 LMT 2007-8
30 LMT 2007-9
31 LMT 2008-2
32 LMT 2008-6
33 LXS 2005-1
34 LXS 2005-10
35 LXS 2005-2
36 LXS 2005-3
37 LXS 2005-4
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DB1/ 91137811.2
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38 LXS 2005-6
39 LXS 2005-8
40 LXS 2006-1
41 LXS 2006-10N
42 LXS 2006-11
43 LXS 2006-12N
44 LXS 2006-13
45 LXS 2006-15
46 LXS 2006-17
47 LXS 2006-19
48 LXS 2006-20
49 LXS 2006-3
50 LXS 2006-5
51 LXS 2006-7
52 LXS 2006-8
53 LXS 2006-9
54 LXS 2007-1
55 LXS 2007-10H
56 LXS 2007-11
57 LXS 2007-12N
58 LXS 2007-14H
59 LXS 2007-15N
60 LXS 2007-16N
61 LXS 2007-17H
62 LXS 2007-18N
63 LXS 2007-20N
64 LXS 2007-3
65 LXS 2007-5H
66 LXS 2007-6
67 LXS 2007-7N
68 LXS 2007-8H
69 LXS 2007-9
70 RLT 2008-AH1
71 SAIL 2003-BC1
72 SAIL 2003-BC10
73 SAIL 2003-BC11
74 SAIL 2003-BC12
75 SAIL 2003-BC13
76 SAIL 2003-BC2
77 SAIL 2003-BC3
78 SAIL 2003-BC4
79 SAIL 2003-BC5
80 SAIL 2003-BC8
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DB1/ 91137811.2
- 3 -
81 SAIL 2003-BC9
82 SAIL 2004-1
83 SAIL 2004-10
84 SAIL 2004-2
85 SAIL 2004-3
86 SAIL 2004-4
87 SAIL 2004-5
88 SAIL 2004-6
89 SAIL 2004-8
90 SAIL 2004-9
91 SAIL 2005-1
92 SAIL 2005-10
93 SAIL 2005-11
94 SAIL 2005-2
95 SAIL 2005-3
96 SAIL 2005-4
97 SAIL 2005-5
98 SAIL 2005-6
99 SAIL 2005-7
100 SAIL 2005-8
101 SAIL 2005-9
102 SAIL 2005-HE3
103 SAIL 2006-1
104 SAIL 2006-2
105 SAIL 2006-4
106 SAIL 2006-BNC3
107 SARM 2004-10
108 SARM 2004-16
109 SARM 2004-18
110 SARM 2004-20
111 SARM 2004-5
112 SARM 2004-9XS
113 SARM 2005-11
114 SARM 2005-12
115 SARM 2005-15
116 SARM 2005-17
117 SARM 2005-20
118 SARM 2005-22
119 SARM 2005-23
120 SARM 2005-3XS
121 SARM 2005-6XS
122 SARM 2005-8XS
123 SARM 2006-1
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DB1/ 91137811.2
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124 SARM 2006-10
125 SARM 2006-11
126 SARM 2006-12
127 SARM 2006-2
128 SARM 2006-3
129 SARM 2006-4
130 SARM 2006-5
131 SARM 2006-6
132 SARM 2006-7
133 SARM 2006-8
134 SARM 2006-9
135 SARM 2007-1
136 SARM 2007-10
137 SARM 2007-11
138 SARM 2007-2
139 SARM 2007-3
140 SARM 2007-4
141 SARM 2007-6
142 SARM 2007-8
143 SARM 2008-2
144 SASCO 2003-12XS
145 SASCO 2003-15A
146 SASCO 2003-17A
147 SASCO 2003-18XS
148 SASCO 2003-25XS
149 SASCO 2003-26A
150 SASCO 2003-28XS
151 SASCO 2003-29
152 SASCO 2003-30
153 SASCO 2003-34A
154 SASCO 2003-35
155 SASCO 2003-36XS
156 SASCO 2003-38
157 SASCO 2003-39EX
158 SASCO 2003-3XS
159 SASCO 2003-6A
160 SASCO 2003-GEL1
161 SASCO 2003-NP1
162 SASCO 2003-S1
163 SASCO 2003-S2
164 SASCO 2004-10
165 SASCO 2004-11XS
166 SASCO 2004-13
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DB1/ 91137811.2
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167 SASCO 2004-15
168 SASCO 2004-16XS
169 SASCO 2004-17XS
170 SASCO 2004-18H
171 SASCO 2004-19XS
172 SASCO 2004-20
173 SASCO 2004-21XS
174 SASCO 2004-22
175 SASCO 2004-23XS
176 SASCO 2004-2AC
177 SASCO 2004-4XS
178 SASCO 2004-6XS
179 SASCO 2004-7
180 SASCO 2004-9XS
181 SASCO 2004-GEL1
182 SASCO 2004-GEL2
183 SASCO 2004-GEL3
184 SASCO 2004-NP1
185 SASCO 2004-S2
186 SASCO 2004-S3
187 SASCO 2004-S4
188 SASCO 2005-1
189 SASCO 2005-10
190 SASCO 2005-11H
191 SASCO 2005-14
192 SASCO 2005-15
193 SASCO 2005-17
194 SASCO 2005-2XS
195 SASCO 2005-3
196 SASCO 2005-4XS
197 SASCO 2005-5
198 SASCO 2005-7XS
199 SASCO 2005-9XS
200 SASCO 2005-GEL2
201 SASCO 2005-GEL3
202 SASCO 2005-GEL4
203 SASCO 2005-RF1
204 SASCO 2005-RF2
205 SASCO 2005-RF4
206 SASCO 2005-RF5
207 SASCO 2005-RF6
208 SASCO 2005-RF7
209 SASCO 2005-S1
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DB1/ 91137811.2
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210 SASCO 2005-S2
211 SASCO 2005-S3
212 SASCO 2005-S4
213 SASCO 2005-S5
214 SASCO 2005-S6
215 SASCO 2005-S7
216 SASCO 2005-SC1
217 SASCO 2006-BC2
218 SASCO 2006-BC3
219 SASCO 2006-BC4
220 SASCO 2006-BC6
221 SASCO 2006-GEL1
222 SASCO 2006-GEL2
223 SASCO 2006-GEL3
224 SASCO 2006-GEL4
225 SASCO 2006-RF1
226 SASCO 2006-RF2
227 SASCO 2006-RF3
228 SASCO 2006-RF4
229 SASCO 2006-S1
230 SASCO 2006-S2
231 SASCO 2006-S3
232 SASCO 2006-S4
233 SASCO 2006-Z
234 SASCO 2007-BC1
235 SASCO 2007-BC2
236 SASCO 2007-BC3
237 SASCO 2007-BC4
238 SASCO 2007-BNC1
239 SASCO 2007-GEL1
240 SASCO 2007-GEL2
241 SASCO 2007-MLN1
242 SASCO 2007-OSI
243 SASCO 2007-RF1
244 SASCO 2007-TC1
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EXHIBIT F
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DB1/ 91581512
Dated: April 21, 2017
NOTICE PROVIDING FURTHER INFORMATION ABOUT THE PROPOSED RMBS
TRUST SETTLEMENT AGREEMENT, DATED AS OF NOVEMBER 30, 2016, AND
MODIFIED AS OF MARCH 17, 2017 (THE “PROPOSED SETTLEMENT
AGREEMENT”), FROM LEHMAN BROTHERS HOLDINGS, INC. AND ALL
AFFILIATED DEBTORS (THE “LBHI DEBTORS”).
THE PROPOSED SETTLEMENT AGREEMENT MATERIALLY AFFECTS THE
INTERESTS OF HOLDERS OF CERTIFICATES, NOTES OR OTHER SECURITIES
(THE “CERTIFICATEHOLDERS”) ISSUED BY THE RESIDENTIAL MORTGAGEBACKED
SECURITIZATION TRUSTS LISTED IN EXHIBIT A HERETO AND
FURTHER IDENTIFIED BY CUSIP NUMBERS ON THE WEBSITE LOCATED AT
http://www.LBHIrmbssettlement.com (THE “RMBS TRUSTEES’ WEBSITE”) AT THE
TAB ENTITLED “LIST OF COVERED RMBS TRUSTS” (COLLECTIVELY, THE
“COVERED RMBS TRUSTS” AND EACH A “COVERED RMBS TRUST”). 1
CERTIFICATEHOLDERS AND OTHER NOTICE RECIPIENTS SHOULD READ
CAREFULLY THIS NOTICE AND THE MATERIALS REFERENCED HEREIN IN
CONSULTATION WITH THEIR LEGAL AND FINANCIAL ADVISORS.
NOTICE IS HEREBY GIVEN BY:
Deutsche Bank National Trust Company
TMI Trust Company, successor to Law Debenture Trust Company of New York
U.S. Bank National Association
Wilmington Trust Company and Wilmington Trust, National Association
EACH, IN ITS CAPACITY AS TRUSTEE, SEPARATE TRUSTEE, SUCCESSOR
TRUSTEE, OR OTHER SIMILAR CAPACITIES OF THE COVERED RMBS TRUSTS
(COLLECTIVELY, THE “RMBS TRUSTEES” AND EACH AN “RMBS TRUSTEE”),
TO THE CERTIFICATEHOLDERS.
THIS NOTICE CONTAINS IMPORTANT INFORMATION FOR
CERTIFICATEHOLDERS AND OTHER PERSONS POTENTIALLY INTERESTED IN
THE COVERED RMBS TRUSTS. ALL DEPOSITORIES, CUSTODIANS AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE, AS APPLICABLE, ARE
REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO
CERTIFICATEHOLDERS IN A TIMELY MANNER.
This notice (the “Notice”) is given to you by the RMBS Trustees under certain
applicable Trust Agreements or other similar agreements governing the Covered RMBS Trusts
1 Any CUSIP numbers appearing in this Notice, Exhibit A hereto or on the RMBS Trustees’ Website have
been included solely for the convenience of the Certificateholders. The RMBS Trustees assume no responsibility
for the selection or use of such numbers and make no representations as to the correctness of the CUSIP numbers
appearing herein or therein.
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(the “Governing Agreements”). Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Proposed Settlement Agreement.
THE RMBS TRUSTEES’ MARCH 20, 2017 NOTICE TO HOLDERS AND THE
PROPOSED SETTLEMENT AGREEMENT
In a prior notice to Certificateholders dated March 20, 2017 (the “March 20, 2017 Notice
to Holders”), the RMBS Trustees informed Certificateholders that, on March 17, 2017, a group
of fourteen (14) institutional investors represented by Gibbs and Bruns LLP (the “Institutional
Investors”) submitted to the RMBS Trustees a settlement offer from the LBHI Debtors (the
“Settlement Offer”) concerning the Covered Loan Claims and in the form of the Proposed
Settlement Agreement. The RMBS Trustees’ March 20, 2017 Notice to Holders referenced
certain terms of the Proposed Settlement Agreement; please refer to the Proposed Settlement
Agreement itself for the full and complete terms. A copy of the Proposed Settlement Agreement,
together with a copy of the Institutional Investors’ letter to the RMBS Trustees concerning the
Proposed Settlement Agreement, is available at the RMBS Trustees’ Website at the tab entitled
“Certain Relevant Documents” (available at
http://lbhirmbssettlement.com/Settlement_Agreement.pdf). A copy of the March 20, 2017
Notice to Holders also is posted on the RMBS Trustees’ Website at the tab entitled “Notices”
(available at http://lbhirmbssettlement.com/notice.pdf).
Since the publication of the March 20, 2017 Notice to Holders, the RMBS Trustees have
received questions relating to the Proposed Settlement Agreement. The RMBS Trustees are
sending this notice to provide additional information, including information that is intended to
respond to those questions.
CIRCUMSTANCES LEADING UP TO THE PROPOSED SETTLEMENT AGREEMENT
On October 26, 2015, the Institutional Investors2 and the LBHI Debtors informed the
RMBS Trustees that they had reached an agreement (the “October 2015 Settlement Agreement”)
that they wanted to deliver to the RMBS Trustees for their consideration that, if accepted by the
RMBS Trustees, would settle the claims asserted in the RMBS Trustees’ proofs of claim against
the LBHI Debtors. The Institutional Investors and the LBHI Debtors agreed to share the October
2015 Settlement Agreement with the RMBS Trustees only if the RMBS Trustees agreed to keep
the agreement confidential. The RMBS Trustees agreed to keep it confidential and received a
copy of the October 2015 Settlement Agreement.
Some of the material terms of the October 2015 Settlement Agreement, which the
Institutional Investors and the LBHI Debtors had executed, included:
? the LBHI Debtors agreed to allow an unsecured Class 7 claim to settle the claims in the
RMBS Trustees’ proofs of claim for $2.44 billion in exchange for releases;
2 The Institutional Investors at that time comprised a group of fifteen (15) institutional investors who were
represented then, as now, by Gibbs and Bruns LLP.
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3
? the RMBS Trustees were not permitted to disclose the offer unless and until they
accepted it;
? the $2.44 billion would be allocated based on each trust’s estimated lifetime losses,
except that estimated lifetime losses associated with Transferor Loans would be
reduced by 99%; and
? the LBHI Debtors had the right to terminate the October 2015 Settlement Agreement if
the RMBS Trustees opted out of the settlement as to a certain threshold of trusts.3
The RMBS Trustees worked with experienced counsel to consider the settlement offer
and retained experts to advise the RMBS Trustees and their other experts: (i) the Honorable
Anthony J. Carpinello (Ret.), a former Associate Justice of the New York State Supreme Court,
Appellate Division, Third Department, to advise the RMBS Trustees and other experts as to
issues relating to New York law; (ii) the Honorable Arthur Gonzalez (Ret.), the former Chief
Judge for the United States Bankruptcy Court for the Southern District of New York, to advise
the RMBS Trustees and other experts as to issues relating to bankruptcy law and process and the
Federal Rules of Evidence; and (iii) Ronald Greenspan of FTI Consulting to serve as the “toplevel”
expert to advise the RMBS Trustees whether they should accept the settlement as to each
applicable trust.
Between November 2015 and early February 2016, the RMBS Trustees worked with
those experts to evaluate the October 2015 Settlement Agreement. In February 2016, the RMBS
Trustees conveyed to the LBHI Debtors, based on preliminary work performed by experts, the
number of trusts for which the RMBS Trustees might be advised to accept the settlement.
Subsequently, the LBHI Debtors formally withdrew the October 2015 Settlement Agreement.
Beginning in the spring of 2016, the LBHI Debtors and the Institutional Investors
participated in mediation. At the request of the mediator, the RMBS Trustees provided certain
information to the mediator, on a confidential basis, to enable him to facilitate a revised
settlement offer.
On November 30, 2016, the LBHI Debtors sent to the RMBS Trustees on a confidential
basis a settlement agreement that the Institutional Investors and the LBHI Debtors had executed
(the “November 2016 Settlement Agreement”) for consideration by the RMBS Trustees. The
November 2016 Settlement Agreement, if accepted by the RMBS Trustees, would settle the
claims asserted in the RMBS Trustees’ proofs of claim against the LBHI Debtors. The
November 2016 Settlement Agreement included the following terms:
? the LBHI Debtors would file a motion with the Bankruptcy Court to estimate the
RMBS Trustees’ claims at $2.44 billion, if the RMBS Trustees would agree that their
claims could be estimated by the Bankruptcy Court;
3 Pursuant to the terms of the October 2015 Settlement Agreement, the RMBS Trustees had the right to learn
the opt-out threshold. Because the RMBS Trustees undertook to make the determinations whether to accept or
reject the October 2015 Settlement Agreement on a trust-by-trust basis, they did not exercise their right to learn the
opt-out threshold, as that threshold was not relevant to their trust-by-trust determinations.
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? although the LBHI Debtors would argue that the estimation should be $2.44 billion, the
RMBS Trustees would be permitted to argue that the Estimation should be whatever
amount they believed was warranted;
? the LBHI Debtors and the RMBS Trustees would agree that the Bankruptcy Court’s
Estimation of the RMBS Trustees’ claims would become the value of the Allowed
Claim, and neither party could appeal the decision; and
? an expert selected by the RMBS Trustees would determine the allocation of the
Allowed Claim among the accepting trusts.
The RMBS Trustees were not authorized to disclose the November 2016 Settlement Agreement
to third parties without the LBHI Debtors’ prior written consent.
As contemplated in the November 2016 Settlement Agreement, the RMBS Trustees
requested that Duff & Phelps LLP (“Duff & Phelps”), the financial advisory firm retained by the
RMBS Trustees in the Bankruptcy Proceeding to assist the RMBS Trustees with the Protocol,
prepare a reasonable allocation methodology and schedule. Based on its industry experience,
familiarity with the loans at issue and the claims submitted in connection with the Protocol, Duff
& Phelps provided the RMBS Trustees with an allocation methodology and schedule, which the
RMBS Trustees sent to the Institutional Investors and the LBHI Debtors. Neither the
Institutional Investors nor the LBHI Debtors provided any substantive comments or changes to
the Duff & Phelps allocation methodology and schedule.
On March 17, 2017, the Institutional Investors submitted to the RMBS Trustees the
Proposed Settlement Agreement, which reflected the Duff & Phelps allocation methodology and
schedule in Section 3.04 and Exhibit H with no substantive changes. Following a February 22,
2017 decision of the United States District Court for the Southern District of New York
affirming a decision of the U.S. Bankruptcy Court for the Southern District of New York
expunging the RMBS Trustees’ claims relating to Transferor Loans, the Proposed Settlement
Agreement deleted from the November 2016 Settlement Agreement the resolution of the RMBS
Trustees’ claims involving Transferor Loans (and contemplated releases relating thereto) and,
accordingly, reduced the amount that the LBHI Debtors would seek to estimate the Allowed
Claim by $24 million, from $2.44 billion to $2.416 billion. On March 24, 2017, the RMBS
Trustees filed a notice of appeal of the District Court’s decision to the Second Circuit.
The Institutional Investors and the LBHI Debtors, not the RMBS Trustees, negotiated the
initial $2.44 billion amount and subsequently the $2.416 billion amount. At the Estimation
Proceeding, the RMBS Trustees intend to argue that the Allowed Claim for Covered Loan
Claims should be set in an amount greater than $2.416 billion.
In addition, the Proposed Settlement Agreement contained the following modifications to
the November 2016 Settlement Agreement that the RMBS Trustees had requested:
? the RMBS Trustees were permitted to disclose the Proposed Settlement Agreement to
Certificateholders promptly after receipt and were given additional time to solicit
Certificateholder feedback for their experts and themselves to consider before the
Acceptance Date;
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? although the LBHI Debtors are waiving their appellate rights under all circumstances,
the RMBS Trustees may appeal if the Bankruptcy Court estimates the Covered Loan
Claims at less than $2 billion;
? if the Bankruptcy Court estimates the Covered Loan Claims between $2 billion and
$2.416 billion, the Allowed Claim would be set at $2.416 billion;
? the RMBS Trustees bargained for detailed procedures for the Estimation Proceeding
that are memorialized in Exhibit G to the Proposed Settlement Agreement and are
required to be approved by the Bankruptcy Court, including (i) that the Hearing (as
defined in Exhibit G) shall be scheduled for at least 14 hearing days, or a total of 98
hours, on the record and (ii) the LBHI Debtors will be allotted 7 days (or a total of 49
hours) to present their case, including rebuttals, and 7 days (or a total of 49 hours) will
be allotted to the RMBS Trustees; and
? the RMBS Trustees are not required to accept or reject the Proposed Settlement
Agreement as to all Covered RMBS Trusts; rather, any RMBS Trustee (i) may accept
the Proposed Settlement Agreement as to certain Covered RMBS Trusts and (ii) has the
right, but not the obligation, to terminate the Proposed Settlement Agreement as to one
or more of its Accepting Trusts in the event the applicable Accepting Trustee has been
directed, before the 9019 Objection Deadline, to terminate the Proposed Settlement
Agreement as to such Accepting Trust or Accepting Trusts in a manner acceptable to
the Accepting Trustee, but only for the Accepting Trust or Accepting Trusts for which
such a direction has been provided.
As stated in the RMBS Trustees’ March 20, 2017 Notice to Holders, if the RMBS
Trustees’ rejection of the Settlement Offer as to Covered RMBS Trusts exceeds a threshold
agreed upon by the Institutional Investors and the LBHI Debtors (but not disclosed in the
Proposed Settlement Agreement), then the LBHI Debtors may terminate the Proposed Settlement
Agreement. The RMBS Trustees do not know what threshold of opt-outs by Covered RMBS
Trusts would give the LBHI Debtors the right to terminate the Proposed Settlement Agreement.
As with the October 2015 Settlement Agreement, because the RMBS Trustees have undertaken
to make the determinations whether to accept the Proposed Settlement Agreement on a trust-bytrust
basis, they have not exercised their right to learn the opt-out threshold because it is not
relevant to their trust-by-trust determinations.
Also as stated in the March 20, 2017 Notice to Holders, counsel for the RMBS Trustees
retained the Honorable Judith Fitzgerald (Ret.), the former Chief Judge of the United States
Bankruptcy Court for the Western District of Pennsylvania, to advise the RMBS Trustees on the
reasonableness of the Proposed Settlement Agreement for each Covered RMBS Trust as a means
for resolving the claims asserted by the RMBS Trustees against the LBHI Debtors.
ANY CERTIFICATEHOLDERS WHO WISH TO HAVE THEIR VIEWS
CONCERNING WHETHER THE RMBS TRUSTEES SHOULD ACCEPT OR REJECT THE
PROPOSED SETTLEMENT AGREEMENT FOR THEIR RELATED COVERED RMBS
TRUST(S) TO BE CONSIDERED BY THE RMBS TRUSTEES AND/OR THEIR EXPERTS
ARE REQUESTED TO CONTACT THE RMBS TRUSTEES IMMEDIATELY AND
CERTAINLY NO LATER THAN MAY 5, 2017. GIVEN THE IMPENDING DEADLINES,
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THE RMBS TRUSTEES LIKELY WILL NOT BE IN A POSITION TO
MEANINGFULLY CONSIDER, IF AT ALL, VIEWS OF CERTIFICATEHOLDERS OR
OTHER INFORMATION THAT THEY RECEIVE AFTER MAY 5, 2017. PLEASE
COMMUNICATE WITH THE APPLICABLE RMBS TRUSTEE(S) USING THE CONTACT
INFORMATION OF SUCH RMBS TRUSTEE AVAILABLE AT THE RMBS TRUSTEES’
WEBSITE AT THE TAB ENTITLED “RMBS TRUSTEES’ CONTACT INFORMATION”
(AVAILABLE AT http://lbhirmbssettlement.com/trustee_contact.php).
As of the date of this Notice, none of the RMBS Trustees has made any final
determination, on behalf of the Covered RMBS Trusts for which it serves as trustee, as to the
reasonableness of, or the advisability of accepting, the Proposed Settlement Agreement.
Although the RMBS Trustees are working together in their evaluation of the Proposed
Settlement Agreement, each RMBS Trustee will assess the Proposed Settlement Agreement and
make its own decision as to whether to accept or reject the Proposed Settlement Agreement on
behalf of each Covered RMBS Trust for which it serves as trustee.
Certificateholders are encouraged to check the RMBS Trustees’ Website regularly for
updates that may impact particular Covered RMBS Trusts or groups of Covered RMBS Trusts.
OTHER MATTERS
This Notice references certain terms of the Proposed Settlement Agreement, the October
2015 Settlement Agreement and the November 2016 Settlement Agreement, respectively, and is
not a complete summary or statement of the material terms thereof, of relevant law, or of
relevant legal procedures. Certificateholders and other potentially interested persons are urged to
review carefully the Proposed Settlement Agreement and to consider its implications, including
without limitation the releases of the Covered Loan Claims and other actual or potential claims
related to Covered Loans. The RMBS Trustees may send further notices with respect to the
matters addressed herein and developments relating to the Settlement Offer, all of which will be
made available at the RMBS Trustees’ Website at the tab entitled “Notices” (available at
http://lbhirmbssettlement.com/notice.php). You may also obtain any documents filed with the
Court on the docket for the Chapter 11 Cases by logging on to PACER at https://www.pacer.gov
(password required) or by visiting LBHI’s claims agent website at http://www.lehmandocket.
com (no password required).
For inquiries, or to furnish any direction pursuant to the Governing Agreements with
respect to the matters discussed herein, Certificateholders are directed to contact the applicable
RMBS Trustee using the contact information of such RMBS Trustee available at the RMBS
Trustees’ Website at the tab entitled “RMBS Trustees’ Contact Information” (available at
http://lbhirmbssettlement.com/trustee_contact.php). Certificateholders will be required to verify
their holdings before receiving information from the applicable RMBS Trustee. Please be
advised that with respect to any particular inquiry from individual Certificateholders, an RMBS
Trustee may conclude that a specific response to such inquiry is not consistent with requirements
under applicable law and regulation of equal and full dissemination of information to all
Certificateholders.
Certificateholders and other persons interested in the Covered RMBS Trusts should not
rely on the RMBS Trustees, their counsel, experts or other advisors retained by the RMBS
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Trustees, as their sole source of information. Certificateholders and other potentially interested
persons are urged to consult with their own legal and financial advisors.
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 RMBS 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 all matters set forth herein.
Please be further advised that each of the RMBS 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 an RMBS 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 an acquiescence therein.
Receipt of this Notice should not be construed as evidence or acknowledgment of any
requirement applicable to, or of any right or authority on the part of any recipient under the
Governing Documents to direct, the matters addressed herein, or of any obligations on the part of
any RMBS Trustee with respect thereto, and each RMBS Trustee expressly reserves all rights in
determining appropriate actions and requirements concerning these matters.
Each of the RMBS 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 RMBS Trustee in
performing its duties, indemnities owing or to become owing to such RMBS Trustee,
compensation for such RMBS Trustee’s 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 that might be incurred in compliance therewith, and
all rights that may be available to it under applicable law or otherwise.
Deutsche Bank National Trust Company
TMI Trust Company, successor to Law Debenture Trust Company of New York
U.S. Bank National Association
Wilmington Trust Company and Wilmington Trust, National Association
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EXHIBIT A
Covered RMBS Trusts
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EXHIBIT A
TRUSTS
No. Trust Name
1 ARC 2002-BC10
2 ARC 2002-BC8
3 ARC 2002-BC9
4 ARC 2004-1
5 BNC 2006-1
6 BNC 2006-2
7 BNC 2007-1
8 BNC 2007-2
9 BNC 2007-3
10 BNC 2007-4
11 LABS 2004-1
12 LABS 2007-1
13 LMT 2005-1
14 LMT 2005-2
15 LMT 2005-3
16 LMT 2006-1
17 LMT 2006-2
18 LMT 2006-4
19 LMT 2006-8
20 LMT 2006-9
21 LMT 2007-1
22 LMT 2007-10
23 LMT 2007-2
24 LMT 2007-3
25 LMT 2007-4
26 LMT 2007-5
27 LMT 2007-6
28 LMT 2007-7
29 LMT 2007-8
30 LMT 2007-9
31 LMT 2008-2
32 LMT 2008-6
33 LXS 2005-1
34 LXS 2005-10
35 LXS 2005-2
36 LXS 2005-3
37 LXS 2005-4
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38 LXS 2005-6
39 LXS 2005-8
40 LXS 2006-1
41 LXS 2006-10N
42 LXS 2006-11
43 LXS 2006-12N
44 LXS 2006-13
45 LXS 2006-15
46 LXS 2006-17
47 LXS 2006-19
48 LXS 2006-20
49 LXS 2006-3
50 LXS 2006-5
51 LXS 2006-7
52 LXS 2006-8
53 LXS 2006-9
54 LXS 2007-1
55 LXS 2007-10H
56 LXS 2007-11
57 LXS 2007-12N
58 LXS 2007-14H
59 LXS 2007-15N
60 LXS 2007-16N
61 LXS 2007-17H
62 LXS 2007-18N
63 LXS 2007-20N
64 LXS 2007-3
65 LXS 2007-5H
66 LXS 2007-6
67 LXS 2007-7N
68 LXS 2007-8H
69 LXS 2007-9
70 RLT 2008-AH1
71 SAIL 2003-BC1
72 SAIL 2003-BC10
73 SAIL 2003-BC11
74 SAIL 2003-BC12
75 SAIL 2003-BC13
76 SAIL 2003-BC2
77 SAIL 2003-BC3
78 SAIL 2003-BC4
79 SAIL 2003-BC5
80 SAIL 2003-BC8
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81 SAIL 2003-BC9
82 SAIL 2004-1
83 SAIL 2004-10
84 SAIL 2004-2
85 SAIL 2004-3
86 SAIL 2004-4
87 SAIL 2004-5
88 SAIL 2004-6
89 SAIL 2004-8
90 SAIL 2004-9
91 SAIL 2005-1
92 SAIL 2005-10
93 SAIL 2005-11
94 SAIL 2005-2
95 SAIL 2005-3
96 SAIL 2005-4
97 SAIL 2005-5
98 SAIL 2005-6
99 SAIL 2005-7
100 SAIL 2005-8
101 SAIL 2005-9
102 SAIL 2005-HE3
103 SAIL 2006-1
104 SAIL 2006-2
105 SAIL 2006-4
106 SAIL 2006-BNC3
107 SARM 2004-10
108 SARM 2004-16
109 SARM 2004-18
110 SARM 2004-20
111 SARM 2004-5
112 SARM 2004-9XS
113 SARM 2005-11
114 SARM 2005-12
115 SARM 2005-15
116 SARM 2005-17
117 SARM 2005-20
118 SARM 2005-22
119 SARM 2005-23
120 SARM 2005-3XS
121 SARM 2005-6XS
122 SARM 2005-8XS
123 SARM 2006-1
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124 SARM 2006-10
125 SARM 2006-11
126 SARM 2006-12
127 SARM 2006-2
128 SARM 2006-3
129 SARM 2006-4
130 SARM 2006-5
131 SARM 2006-6
132 SARM 2006-7
133 SARM 2006-8
134 SARM 2006-9
135 SARM 2007-1
136 SARM 2007-10
137 SARM 2007-11
138 SARM 2007-2
139 SARM 2007-3
140 SARM 2007-4
141 SARM 2007-6
142 SARM 2007-8
143 SARM 2008-2
144 SASCO 2003-12XS
145 SASCO 2003-15A
146 SASCO 2003-17A
147 SASCO 2003-18XS
148 SASCO 2003-25XS
149 SASCO 2003-26A
150 SASCO 2003-28XS
151 SASCO 2003-29
152 SASCO 2003-30
153 SASCO 2003-34A
154 SASCO 2003-35
155 SASCO 2003-36XS
156 SASCO 2003-38
157 SASCO 2003-39EX
158 SASCO 2003-3XS
159 SASCO 2003-6A
160 SASCO 2003-GEL1
161 SASCO 2003-NP1
162 SASCO 2003-S1
163 SASCO 2003-S2
164 SASCO 2004-10
165 SASCO 2004-11XS
166 SASCO 2004-13
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167 SASCO 2004-15
168 SASCO 2004-16XS
169 SASCO 2004-17XS
170 SASCO 2004-18H
171 SASCO 2004-19XS
172 SASCO 2004-20
173 SASCO 2004-21XS
174 SASCO 2004-22
175 SASCO 2004-23XS
176 SASCO 2004-2AC
177 SASCO 2004-4XS
178 SASCO 2004-6XS
179 SASCO 2004-7
180 SASCO 2004-9XS
181 SASCO 2004-GEL1
182 SASCO 2004-GEL2
183 SASCO 2004-GEL3
184 SASCO 2004-NP1
185 SASCO 2004-S2
186 SASCO 2004-S3
187 SASCO 2004-S4
188 SASCO 2005-1
189 SASCO 2005-10
190 SASCO 2005-11H
191 SASCO 2005-14
192 SASCO 2005-15
193 SASCO 2005-17
194 SASCO 2005-2XS
195 SASCO 2005-3
196 SASCO 2005-4XS
197 SASCO 2005-5
198 SASCO 2005-7XS
199 SASCO 2005-9XS
200 SASCO 2005-GEL2
201 SASCO 2005-GEL3
202 SASCO 2005-GEL4
203 SASCO 2005-RF1
204 SASCO 2005-RF2
205 SASCO 2005-RF4
206 SASCO 2005-RF5
207 SASCO 2005-RF6
208 SASCO 2005-RF7
209 SASCO 2005-S1
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210 SASCO 2005-S2
211 SASCO 2005-S3
212 SASCO 2005-S4
213 SASCO 2005-S5
214 SASCO 2005-S6
215 SASCO 2005-S7
216 SASCO 2005-SC1
217 SASCO 2006-BC2
218 SASCO 2006-BC3
219 SASCO 2006-BC4
220 SASCO 2006-BC6
221 SASCO 2006-GEL1
222 SASCO 2006-GEL2
223 SASCO 2006-GEL3
224 SASCO 2006-GEL4
225 SASCO 2006-RF1
226 SASCO 2006-RF2
227 SASCO 2006-RF3
228 SASCO 2006-RF4
229 SASCO 2006-S1
230 SASCO 2006-S2
231 SASCO 2006-S3
232 SASCO 2006-S4
233 SASCO 2006-Z
234 SASCO 2007-BC1
235 SASCO 2007-BC2
236 SASCO 2007-BC3
237 SASCO 2007-BC4
238 SASCO 2007-BNC1
239 SASCO 2007-GEL1
240 SASCO 2007-GEL2
241 SASCO 2007-MLN1
242 SASCO 2007-OSI
243 SASCO 2007-RF1
244 SASCO 2007-TC1