BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor EMC MORTGAGE CORPORATION Seller, Master Servicer and Company and WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1, 2007 BEAR STEARNS ASSET BACKED...

BEAR XXXXXXX ASSET BACKED SECURITIES I LLC

Depositor

EMC MORTGAGE CORPORATION

Seller, Master Servicer and Company

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION

Trustee

____________________

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2007

________________________________________

BEAR XXXXXXX ASSET BACKED SECURITIES I TRUST 2007-AC2

ASSET-BACKED CERTIFICATES, SERIES 2007-AC2

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 REPRESENTATIONS AND WARRANTIES
Section 2.01	Conveyance of Trust Fund.
Section 2.02	Acceptance of the Mortgage Loans.
Section 2.03	Representations, Warranties and Covenants of the Company, the Master Servicer, the Trustee 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 EMC MORTGAGE LOANS BY COMPANY
Section 3.01	The Company.
Section 3.02	Due-on-Sale Clauses; Assumption Agreements.
Section 3.03	Subservicers.
Section 3.04	Documents, Records and Funds in Possession of Company 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	Books and Records.
ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
Section 4.01	Master Servicer.
Section 4.02	REMIC-Related Covenants.
Section 4.03	Monitoring of Company and Servicer.
Section 4.04	Fidelity Bond.
Section 4.05	Power to Act; Procedures.
Section 4.06	Due-on-Sale Clauses; Assumption Agreements.
Section 4.07	Release of Mortgage Files.
Section 4.08	Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee.
Section 4.09	Standard Hazard Insurance and Flood Insurance Policies.
Section 4.10	Presentment of Claims and Collection of Proceeds.
Section 4.11	Maintenance of the Primary Mortgage Insurance Policies.
Section 4.12	Trustee to Retain Possession of Certain Insurance Policies and Documents.
Section 4.13	Realization Upon Defaulted Mortgage Loans.
Section 4.14	Compensation for the Master Servicer.
Section 4.15	REO Property.
Section 4.16	Annual Statement as to Compliance.
Section 4.17	Assessments of Compliance and Attestation Reports.
Section 4.18	Reports Filed with Securities and Exchange Commission.
Section 4.19	Intention of the Parties and Interpretation.
Section 4.20	UCC.
Section 4.21	Optional Purchase of Certain Mortgage Loans.
ARTICLE V ACCOUNTS
Section 5.01	Collection of Mortgage Loan Payments; Protected Account.
Section 5.02	Permitted Withdrawals From the Protected Account.
Section 5.03	Reports to Master Servicer.
Section 5.04	Collection of Taxes; Assessments and Similar Items; Escrow Accounts.
Section 5.05	Servicer Protected Accounts.
Section 5.06	Master Servicer Collection Account.
Section 5.07	Permitted Withdrawals From the Protected Account and the Master Servicer Collection Account.
Section 5.08	Distribution Account.
Section 5.09	Permitted Withdrawals and Transfers from the Distribution Account.
ARTICLE VI DISTRIBUTIONS AND ADVANCES
Section 6.01	Advances.
Section 6.02	Compensating Interest Payments.
Section 6.03	REMIC Distributions.
Section 6.04	Distributions.
Section 6.05	Allocation of Realized Losses.
Section 6.06	Monthly Statements to Certificateholders.
Section 6.07	REMIC Designations and REMIC Distributions.
Section 6.08	Reserve Fund.
Section 6.09	Class P Certificate Account.
ARTICLE VII THE CERTIFICATES
Section 7.01	The Certificates.
Section 7.02	Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 7.03	Mutilated, Destroyed, Lost or Stolen Certificates.
Section 7.04	Persons Deemed Owners.
Section 7.05	Access to List of Certificateholders’ Names and Addresses.
Section 7.06	Book-Entry Certificates.
Section 7.07	Notices to Depository.
Section 7.08	Definitive Certificates.
Section 7.09	Maintenance of Office or Agency.
ARTICLE VIII THE COMPANY AND THE MASTER SERVICER
Section 8.01	Liabilities of the Depositor, the Company and the Master Servicer.
Section 8.02	Merger or Consolidation of the Depositor, the Company or the Master Servicer.
Section 8.03	Indemnification of the Master Servicer.
Section 8.04	Limitations on Liability of the Depositor, the Company, the Master Servicer and Others.
Section 8.05	Master Servicer and Company Not to Resign.
Section 8.06	Successor Master Servicer.
Section 8.07	Sale and Assignment of Master Servicing.
ARTICLE IX DEFAULT; TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
Section 9.01	Events of Default.
Section 9.02	Trustee to Act; Appointment of Successor.
Section 9.03	Notification to Certificateholders and Rating Agencies.
Section 9.04	Waiver of Defaults.
Section 9.05	Company Default.
Section 9.06	Waiver of Company Defaults.
ARTICLE X CONCERNING THE TRUSTEE
Section 10.01	Duties of Trustee.
Section 10.02	Certain Matters Affecting the Trustee
Section 10.03	Trustee Not Liable for Certificates or Mortgage Loans.
Section 10.04	Trustee May Own Certificates.
Section 10.05	Trustee’s Fees and Expenses.
Section 10.06	Eligibility Requirements for Trustee.
Section 10.07	Insurance.
Section 10.08	Resignation and Removal of Trustee.
Section 10.09	Successor Trustee.
Section 10.10	Merger or Consolidation of Trustee.
Section 10.11	Appointment of Co-Trustee or Separate Trustee.
Section 10.12	Tax Matters.
Section 10.13	Indemnification of the Trustee.
Section 10.14	Limitations on Liability of the Trustee.
ARTICLE XI TERMINATION
Section 11.01	Termination upon Liquidation or Repurchase of all Mortgage Loans.
Section 11.02	Final Distribution on the Certificates.
Section 11.03	Additional Termination Requirements.
ARTICLE XII MISCELLANEOUS PROVISIONS
Section 12.01	Amendment.
Section 12.02	Recordation of Agreement; Counterparts.
Section 12.03	Governing Law.
Section 12.04	Intention of Parties.
Section 12.05	Notices.
Section 12.06	Severability of Provisions.
Section 12.07	Assignment.
Section 12.08	Limitation on Rights of Certificateholders.
Section 12.09	Inspection and Audit Rights.
Section 12.10	Certificates Nonassessable and Fully Paid.

EXHIBITS
Exhibit A-1	Form of Class A Certificates
Exhibit A-2	Form of Class X Certificates
Exhibit A-3	Form of Class M Certificates
Exhibit A-4	Form of Class B Certificates
Exhibit A-5	Form of Class C Certificates
Exhibit A-6	Form of Class P Certificates
Exhibit A-7	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 to Form 10-K Certificate
Exhibit L	Form of Mortgage Loan Purchase Agreement
Exhibit M	[Reserved]
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	GreenPoint Servicing Agreement
Exhibit R	GreenPoint Assignment, Assumption and Recognition Agreement
Exhibit S	Remittance Overview Report
Exhibit T	Remittance Summary Report
Exhibit U	Calculation of Gain-Loss Delinquent Loans
Exhibit V	Form of Certification to be provided by the Trustee to the Depositor
Exhibit W	EMC’s Master Servicing Asset Authority Levels
Exhibit X	Claims Submitted
Exhibit Y	Default Overview Report
Exhibit Z	Delinquent Summary Report
Exhibit AA	Loss Severity Summary Report
Exhibit BB	Modified Loans Report
Exhibit CC	Form of Transferor Affidavit

POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007, among BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the “Seller”), as master servicer (in such capacity, the “Master Servicer”) and as company (in such capacity, the “Company”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates.

REMIC I

As provided herein, the Trustee shall 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 and any Prepayment Charge Waiver Amounts) as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will represent the sole class of Residual Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC I Pass-Through Rate		Latest Possible Maturity Date⁽¹⁾
AA	$	380,114,181.85	Xxxxxxxx⁽⁰⁾		Xxxxx 00, 0000
X-0	$	3,214,610.00	Xxxxxxxx⁽⁰⁾		Xxxxx 00, 0000
X-0	$	369,320.00	Variable⁽²⁾		March 25, 2037
M-1	$	114,420.00	Variable⁽²⁾		March 25, 2037
M-2	$	34,910.00	Variable⁽²⁾		March 25, 2037
M-3	$	19,390.00	Variable⁽²⁾		March 25, 2037
M-4	$	19,390.00	Xxxxxxxx⁽⁰⁾		Xxxxx 00, 0000
X-0	$	13,580.00	Xxxxxxxx⁽⁰⁾		Xxxxx 00, 0000
X-0	$	13,580.00	Xxxxxxxx⁽⁰⁾		Xxxxx 00, 0000
X-0	$	13,580.00	Xxxxxxxx⁽⁰⁾		Xxxxx 00, 0000
X-0	$	25,210.00	Variable⁽²⁾		March 25, 2037
ZZ	$	3,919,442.28	Variable⁽²⁾		March 25, 2037
P	$	100.00	0.00	%	March 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 shall elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”. The Class R-2 Certificates will represent the sole class of Residual Interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

Designation	Initial Uncertificated Principal Balance		Uncertificated REMIC II Pass-Through Rate		Latest Possible Maturity Date⁽¹⁾
A-1	$	321,461,000.00	⁽²⁾		March 25, 2037
A-2	$	36,932,000.00	⁽²⁾		March 25, 2037
M-1	$	11,442,000.00	⁽²⁾		March 25, 2037
M-2	$	3,491,000.00	⁽²⁾		March 25, 2037
M-3	$	1,939,000.00	⁽²⁾		March 25, 2037
M-4	$	1,939,000.00	⁽²⁾		March 25, 2037
B-1	$	1,358,000.00	⁽²⁾		March 25, 2037
B-2	$	1,358,000.00	⁽²⁾		March 25, 2037
B-3	$	1,358,000.00	⁽²⁾		March 25, 2037
B-4	$	2,521,000.00	⁽²⁾		March 25, 2037
C	$	4,072,614.13	⁽²⁾⁽³⁾		March 25, 2037
P	$	100.00	0.00	%	March 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 C will not accrue interest on its Uncertificated Principal Balance, but will accrue interest at the related Uncertificated REMIC II Pass-Through Rate on its Uncertificated Notional Amount (as defined herein) which shall equal the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P).

REMIC III

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class R-3 Certificates will represent the sole class of Residual Interests in REMIC III for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, Pass-Through Rate, Initial Certificate Principal Balance (or initial Uncertificated Principal Balance, in the case of the Class C Interest or Class P 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 (as defined herein) in REMIC III created hereunder.

Designation

Initial Certificate or Uncertificated

Principal Balance

Pass-Through Rate

Latest Possible Maturity Date⁽¹⁾

A-1

321,461,000.00

Class X-0 Xxxx-Xxxxxxx Xxxx

Xxxxx 00, 0000

X-0

36,932,000.00

Class A-2 Pass-Through Rate

March 25, 2037

⁽²⁾

Class X Pass-Through Rate

March 25, 2037

M-1

11,442,000.00

Class M-1 Pass-Through Rate

March 25, 2037

M-2

3,491,000.00

Class M-2 Pass-Through Rate

March 25, 2037

M-3

1,939,000.00

Class M-3 Pass-Through Rate

March 25, 2037

M-4

1,939,000.00

Class X-0 Xxxx-Xxxxxxx Xxxx

Xxxxx 00, 0000

X-0

1,358,000.00

Class X-0 Xxxx-Xxxxxxx Xxxx

Xxxxx 00, 0000

X-0

1,358,000.00

Class X-0 Xxxx-Xxxxxxx Xxxx

Xxxxx 00, 0000

X-0

1,358,000.00

Class X-0 Xxxx-Xxxxxxx Xxxx

Xxxxx 00, 0000

X-0

2,521,00.00

Class B-4 Pass-Through Rate

March 25, 2037

Class C Interest

4,072,614.13

⁽³⁾

March 25, 2037

Class P Interest

100.00

0.00

March 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 Class of Class A, Class X, Class M and Class B Certificates and the Class C Interest and the Class P Interest.
⁽²⁾	The Class X Certificates do not have a principal balance but will accrue interest on a Notional Amount equal to the Certificate Principal Balance of the Class A-2 Certificates.
⁽³⁾	The Class C Interest will not accrue interest on its Uncertificated Principal Balance, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest X.

XXXXX XX

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV”. The Class R-4 Interest will represent 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:

Class Designation	Pass-Through Rate	Initial Certificate Principal Balance	Latest Possible Maturity Date⁽¹⁾
C	⁽²⁾	$ 4,072,614.13	March 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 C Certificates.
⁽²⁾	The Class C Certificates will receive 100% of the amounts received in respect of the Class C Interest.

REMIC V

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class 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 will represent the sole class of Residual Interests in REMIC V for purposes of the REMIC Provisions.

Class Designation	Pass-Through Rate	Initial Certificate Principal Balance	Latest Possible Maturity Date⁽¹⁾
P	0.00%	$ 100.00	March 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.

The Trust Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2.” The Certificates issued hereunder may be referred to as “Asset-Backed Certificates Series 2007-AC2” (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, the Company 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 the context otherwise requires, shall have the following meanings:

Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Trustee or the Master Servicer (except in its capacity as successor to Servicer).

Accepted Servicing Practices: With respect to each EMC Mortgage Loan, those mortgage servicing practices (including collection procedures) that are in accordance with all applicable statutes, regulations and prudent mortgage banking practices for similar mortgage loans.

Account: The Distribution Account, the Master Servicer Collection Account, the Reserve Fund and any Protected Account.

Additional Disclosure: As defined in Section 4.18.

Additional Form 10-D Disclosure: As defined in Section 4.18.

Additional Form 10-K Disclosure: As defined in Section 4.18.

Adjustable Rate Mortgage Loan: Each of the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.

Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.

Advance: An advance of delinquent payments of principal or interest in respect of a Mortgage Loan required to be made by the Company as provided in Section 6.01(a) hereof, by the related Servicer in accordance with the related Servicing Agreement or by the Master Servicer as provided in Section 6.01(b) hereof.

Agreement: This Pooling and Servicing Agreement and any and all amendments or supplements hereto made in accordance with the terms herein.

Amount Held for Future Distribution: As to any Distribution Date, the aggregate amount held in the Company’s or the related Servicer’s Protected Accounts at the close of business on the immediately preceding Remittance Date on account of (i) all Scheduled Payments or portions thereof received in respect of the Mortgage Loans due after the related Due Period and (ii) Principal Prepayments received in respect of such Mortgage Loans after the last day of the related Prepayment Period, (iii) Liquidation Proceeds and Insurance Proceeds received in respect of such Mortgage Loans after the last day of the related calendar month immediately preceding such Distribution Date.

Annual Statement of Compliance: As defined in Section 4.16.

Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Class A, Class M and Class B 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 6.05 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.

Assignment Agreement: Shall mean the Greenpoint Assignment Agreement.

Assessment of Compliance: As defined in Section 4.17.

Attesting Party: As defined in Section 4.17.

Attestation Report: As defined in Section 4.17.

Bankruptcy Code: Title 11 of the United States Code.

Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and any Class of Class A, Class M and Class B Certificates, an amount equal to the sum of (A) 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 not been reduced by the applicable Net Rate Cap on such Distribution Date, over (b) the amount of Current Interest that such Class received on 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.

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 7.06). As of the Closing Date, each Class of Offered 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, New York, Columbia, Maryland, Minneapolis, Minnesota or the city in which the Corporate Trust Office of the Trustee or the principal office of the Company or the Master Servicer is located are authorized or obligated by law or executive order to be closed.

Certificate: Any one of the certificates of any Class executed and authenticated by the Trustee in substantially the forms attached hereto as Exhibits A-1 through A-6.

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).

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 the Class C Certificates or Class R Certificates) and as of any Distribution Date, the Initial Certificate Principal Balance of such Certificate plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 5.04(b), less the sum of (i) all amounts distributed with respect to such Certificate in reduction of the Certificate Principal Balance thereof on previous Distribution Dates pursuant to Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such Certificate on previous Distribution Dates. As to the Class C Certificates and as of any Distribution Date, an amount equal to the Uncertificated Principal Balance of the Class C Interest.

Certificate Register: The register maintained pursuant to Section 7.02 hereof.

Class: All Certificates bearing the same Class designation as set forth in Section 7.01 hereof.

Class A Certificate: Any of the Class A-1 Certificates and Class A-2 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 greater of (A) 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) 84.80% 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 $1,939,358, and (B) the lesser of (I) $1,000, and (II) the aggregate Certificate Principal Balance of the Class A Certificates on such Distribution Date prior to principal distributions on such Certificates.

Class A-1 Certificate: Any Certificate designated as a “Class 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 A-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class A-1 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, 6.25% per annum, subject to the applicable Net Rate Cap and (ii) for each Distribution Date thereafter 6.75% per annum, subject to the applicable Net Rate Cap.

Class A-2 Certificate: Any Certificate designated as a “Class 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 A-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class A-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, 6.00% per annum, subject to the applicable Net Rate Cap and (ii) for each Distribution Date thereafter 6.50% per annum, subject to the applicable Net Rate Cap.

Class B Certificates: Any of the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

Class B-1 Certificate: Any Certificate designated as a “Class B-1 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 B-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class B-1 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 1.000% per annum and (2) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 1.500% per annum and (2) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

Class B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class 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 payment 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 payment 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 payment 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 payment of the Class M-4 Principal Distribution Amount on such Distribution Date) and (6) the Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 95.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus $1,939,358.

Class B-2 Certificate: Any Certificate designated as a “Class B-2 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 B-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class B-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 1.500% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 2.250% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

Class B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class 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 payment 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 payment 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 payment 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 payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date) and (7) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 95.90% 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 $1,939,358.

Class B-3 Certificate: Any Certificate designated as a “Class B-3 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 B-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class B-3 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 1.800% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 2.700% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

Class B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class 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 payment 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 payment 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 payment 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 payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date) and (8) the Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 96.60% 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 $1,939,358.

Class B-4 Certificate: Any Certificate designated as a “Class B-4 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 B-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class B-4 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 1.800% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 2.700% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

Class B-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, 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 payment 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 payment 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 payment 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 payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 97.90% 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 $1,939,358.

Class C Certificate: Any Certificate designated as a “Class C Certificate” on the face thereof, in the form of Exhibit A-5 hereto, representing the right to its Percentage Interest of distributions provided for the Class C Certificates herein and evidencing (i) a Regular Interest in REMIC IV and (ii) the obligation to pay Basis Risk Shortfall Carry Forward Amounts.

Class C Distribution Amount: With respect to any Distribution Date, the sum of (i) the Current Interest for the Class C Interest for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however that on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralization Amount. For federal income tax purposes, the Class C Distribution Amount for any Distribution Date shall be an amount equal to 100% of the amounts distributed in respect of REMIC II Regular Interest C on such Distribution Date.

Class C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class M Certificates: Any of the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates.

Class M-1 Certificate: Any Certificate designated as a “Class M-1 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class M-1 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class M-1 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.320% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

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) 90.70% 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 $1,939,358.

Class M-2 Certificate: Any Certificate designated as a “Class M-2 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class M-2 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class M-2 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.400% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.600% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

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) 92.50% 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 $1,939,358.

Class M-3 Certificate: Any Certificate designated as a “Class M-3 Certificate” on the face thereof, in the form of Exhibit A-3 hereto, representing the right to its Percentage Interest of distributions provided for the Class M-3 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class M-3 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.440% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.660% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

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) 93.50% 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 $1,939,358.

Class M-4 Certificate: Any Certificate designated as a “Class M-4 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 M-4 Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts.

Class M-4 Pass-Through Rate: Shall mean (i) on any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the lesser of (1) One-Month LIBOR plus 0.720% per annum and (ii) 11.00% per annum, in each case subject to a cap equal to the related Net Rate Cap for such Distribution Date.

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) 94.50% 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 $1,939,358.

Class P Certificate: Any Certificate designated as a “Class P Certificate” on the face thereof, in the form of Exhibit A-6 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 Certificate Account: The account established and maintained by the Trustee pursuant to Section 6.09 hereof.

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 R Certificate: Any of the Class R-1, Class R-2, Class R-3 or Class RX Certificates.

Class R-1 Certificate: Any Certificate designated a “Class R-1 Certificate” on the face thereof, in the form set forth in Exhibit A-7 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-7 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-7 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 R-4 Interest: The uncertificated Residual Interest in REMIC IV.

Class R-5 Interest: The uncertificated Residual Interest in REMIC V.

Class RX Certificate: Any Certificate designated a “Class RX Certificate” on the face thereof, in the form set forth in Exhibit A-7 hereto, evidencing the ownership of the Class R-4 Interest and Class R-5 Interest and representing the right to the Percentage Interest of distributions provided for the Class RX Certificates as set forth herein.

Class X Certificate: Any Certificate designated as a “Class X 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 X Certificates as set forth herein and evidencing a Regular Interest in REMIC III.

Class X Pass-Through Rate: Shall mean on any Distribution Date, 0.25% per annum.

Closing Date: February 28, 2007.

Code: The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Company: EMC.

Company Information: As defined in Section 4.18(b).

Compensating Interest: An amount, not to exceed the Servicing Fee, to be deposited in the Distribution Account by the Company or the related Servicer with respect to the payment of a Prepayment Interest Shortfall on a Mortgage Loan subject to this Agreement.

Corporate Trust Office: With respect to the Trustee, the designated corporate trust 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 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: Corporate Trust Services, BSABS I 2007-AC2. For purposes of certificate transfer purposes, such term shall mean the office or agency of the Trustee located at Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services, BSABS I 2007-AC2.

Corresponding Certificate: With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests C and P), the Certificate with the corresponding designation.

Corresponding Interest: With respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA and ZZ), the REMIC II Regular Interest with the corresponding designation.

Current Interest: As of any Distribution Date, with respect to the Certificates and interests of each class (other than the Class P Interest, the Class P Certificates, the Residual Interests and the Residual Certificates), (i) the interest accrued on the Certificate Principal Balance or Notional Amount or Uncertificated Notional Amount, as applicable, during the related Interest Accrual Period at the applicable Pass-Through Rate, plus any amount previously distributed with respect to interest for such Certificate or interest that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating Interest and (b) any Relief Act Interest Shortfalls during the related Due Period, provided, however, that for purposes of calculating Current Interest for any such class, amounts specified in clause (ii) hereof for any such Distribution Date shall be allocated first to the Class C Certificates and the Class C Interest in reduction of amounts otherwise distributable to such Certificates and interest on such Distribution Date and then any excess shall be allocated to each Class of Class A, Class X, Class M and Class B Certificates pro rata based on the respective amounts of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.

Current Report: The Current Report pursuant to Section 13 or 15(d) of the Exchange Act.

Current Specified Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and Class B Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the end of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month).

Custodial Agreement: An agreement, dated as of February 28, 2007, among the Depositor, the Company as a seller, Master Funding as a seller, the Trustee, the Master Servicer and the Custodian in substantially the form of Exhibit J hereto.

Custodian: Xxxxx Fargo Bank, National Association, or any successor custodian appointed pursuant to the provisions hereof and the Custodial Agreement.

Cut-off Date: February 1, 2007.

Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid principal balance thereof 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 $387,871,614.13.

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.

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 7.06.

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) 46.00% of the Current Specified Enhancement Percentage.

Delinquent: A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month. Similarly for “60 days delinquent,” “90 days delinquent” and so on. This method of determining delinquencies is also referred to as the OTS method.

Denomination: With respect to each Certificate, the amount set forth on the face thereof as the “Initial Principal Balance or initial notional amount of this Certificate”.

Depositor: Bear Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company, or its successor in interest.

Depositor Information: As defined in Section 4.18(b).

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 between the Issuing Entity and the initial Depository, dated as of the Closing Date, substantially in the form of Exhibit H.

Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

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 Deposit Date: The Business Day prior to each Distribution Date.

Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 5.08 in the name of the Trustee for the benefit of the Certificateholders and designated “Xxxxx Fargo Bank, National Association, in trust for registered Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC2” shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Date: The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in March 2007.

Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the Exchange Act.

Due Date: As to any Mortgage Loan, the date in each month on which the related Scheduled Payment is due, as set forth in the related Mortgage Note.

Due Period: With respect to any Distribution Date, the period from 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.

XXXXX: As defined in Section 4.18.

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. 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: Those Mortgage Loans serviced by the Company pursuant to the terms of this Agreement.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

ERISA Restricted Certificates: Any of the Class C, Class P and Residual Certificates.

Event of Default: As defined in Section 9.01 hereof.

Excess Cashflow: With respect to any Distribution Date, an amount, if any, equal to the sum of (a) the Remaining Excess Spread for such Distribution Date and (b) the Overcollateralization Release Amount for such Distribution Date.

Excess Liquidation Proceeds: To the extent not required by law to be paid to the related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan and accrued and unpaid interest at the related Mortgage Rate through the last day of the month in which the Mortgage Loan has been liquidated.

Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest Funds for such Distribution Date, over (ii) the sum of the Current Interest on the Class A, Class X, Class M and Class B Certificates and Interest Carry Forward Amounts on the Class A Certificates and the Class X Certificates (other than Interest Carry Forward Amounts paid pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution Date.

Exchange Act: Securities Exchange Act of 1934, as amended.

Exchange Act Reports: Any reports required to be filed pursuant to Section 4.18 of this Agreement.

Exemption: Prohibited Transaction Exemption 90-30, as amended from time to time.

Extra Principal Distribution Amount: With respect to any Distribution Date, the lesser of (i) the excess, if any, of the Overcollateralization Target Amount for such Distribution Date, over the Overcollateralization Amount for such Distribution Date (after giving effect to distributions of principal on the Certificates other than any Extra Principal Distribution Amount) and (ii) the Excess Spread for such Distribution Date.

Xxxxxx Mae: Xxxxxx Xxx (formally, Federal National Mortgage Association), or any successor thereto.

FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

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 Seller and on behalf of Master Funding) pursuant to or as contemplated by Section 2.03(f) or Section 11.01), a determination made by the Company pursuant to this Agreement or the applicable Servicer pursuant to the related Servicing Agreement that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Company or such 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, based solely on information provided by the Company and each Servicer, of each Final Recovery Determination made thereby.

Final Scheduled Distribution Date: With respect to the Certificates, February 25, 2037.

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 to November 30, as applicable.

Form 8-K Disclosure Information: As defined in Section 4.18(a)(ii)(A).

Xxxxxxx Mac: Xxxxxxx Mac (formally, The 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).

Greenpoint: GreenPoint Mortgage Funding, Inc.

Greenpoint Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of February 28, 2007, by and among the Seller, Greenpoint and the Trustee evidencing the assignment of the Greenpoint Servicing Agreement to the Trust, attached hereto as Exhibit R.

Greenpoint Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between the Seller and Greenpoint, as amended by Amendment Number One, dated as of January 1, 2006, attached hereto as Exhibit Q, as modified by the Greenpoint Assignment Agreement.

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.

Indemnified Persons: The Trustee, the Master Servicer, the Company and 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.

Individual Certificate: Any Private Certificate registered in the name of the Holder other than the Depository or its nominee.

Initial Certificate Principal Balance: With respect to any Certificate, the Certificate Principal Balance of such Certificate or any predecessor Certificate on the Closing Date.

Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any insurance policy or LPMI 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 or any other insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, the Company, the related 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 Company or the related 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 an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period: With respect to the Certificates (other than the Class A, Class X, Class C, Class P Certificates and the Residual Certificates) and any Distribution Date, the period from and including the 25th day of the calendar month preceding the month in which such Distribution Date occurs (or with respect to the Class M Certificates and Class B Certificates and the first Interest Accrual Period, the Closing Date) to and including the 24^th day of the calendar month in which such Distribution Date occurs. The Class R Certificates and Class P Certificates are not entitled to distributions of interest and do not have an Interest Accrual Period. With respect to the Class A, Class X, Class C Certificates and the Class C Interest and any Distribution Date, the calendar month immediately preceding such Distribution Date. All calculations of interest on the Class A, Class X and Class C Certificates and the Class C Interest will be made on the basis of a 360-day year consisting of twelve 30-day months. All calculations of interest on the Class M Certificates and Class B Certificates will be made on the basis of the actual number of days elapsed in the related Interest Accrual Period.

Interest Carry Forward Amount: As of any Distribution Date and with respect to each Class of Certificates (other than the Class C, Class P and 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 Interest Accrual Period including the Interest Accrual Period relating to such Distribution Date.

Interest Determination Date: Shall mean the second LIBOR Business Day preceding the commencement of each Interest Accrual Period.

Interest Funds: For any Distribution Date, (i) the sum, without duplication, of (a) all scheduled interest during the related Due Period with respect to the related Mortgage Loans less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b) all Advances relating to interest with respect to the related Mortgage Loans remitted by the related Servicer, the Company or Master Servicer, as applicable, on or prior to the related Remittance Date, (c) all Compensating Interest with respect to the related Mortgage Loans required to be remitted by the Company pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries with respect to the related Mortgage Loans collected during the prior calendar month (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating to interest with respect to each Mortgage Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by EMC (on its own behalf as Seller and on behalf of Master Funding) pursuant to Section 4.21, (f) all amounts in respect of interest paid by the Master Servicer pursuant to Section 11.01, in each case to the extent remitted by the Company or the related Servicer, as applicable, to the Master Servicer Collection Account pursuant to this Agreement or the related Servicing Agreement and (g) the interest portion of any proceeds received from the exercise of an Optional Termination pursuant to Section 11.01 minus (ii) all amounts required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this Agreement.

Issuing Entity: Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2.

Latest Possible Maturity Date: March 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 and REMIC V shall be the Latest Possible Maturity Date.

LIBOR Business Day: Shall mean a day on which banks are open for dealing in foreign currency and exchange in London and New York City.

LIBOR Certificates: Any of the Class M Certificates and Class B Certificates.

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 Company or the related 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.

Loss Allocation Limitation: The meaning specified in Section 6.05(c) hereof.

LPMI Fee: Shall mean the fee payable to the insurer for each Mortgage Loan subject to an LPMI Policy as set forth in such LPMI Policy and on the Mortgage Loan Schedule.

LPMI Policy: A policy of mortgage guaranty insurance issued by an insurer meeting the requirements of Xxxxxx Mae and Xxxxxxx Mac in which the Company or the related Servicer of the related Mortgage Loan is responsible for the payment of the LPMI Fee thereunder from collections on the related Mortgage Loan.

Majority Class C Certificateholder: Shall mean the Holder of a 50.01% or greater Percentage Interest in the Class C Certificates.

Marker Rate: With respect to REMIC II Regular Interest C and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interests AA and P), with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest ZZ) subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for the Corresponding Interest for the purpose of this calculation for such Distribution Date, and with the rate on REMIC I 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 I Regular Interest (other than REMIC I Regular Xxxxxxxxx XX, X-0, X-0, P and ZZ) 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 Interest 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: As of the Closing Date, EMC Mortgage Corporation and, thereafter, its respective successors in interest who meet the qualifications of the Servicing Agreements and this Agreement.

Master Servicer Collection Account: The trust account or accounts created and maintained pursuant to Section 5.01, which shall be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of the Xxxxx Fargo Bank, National Association, in trust for registered Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC2 - Master Servicer Collection Account.” The Master Servicer Collection Account shall be an Eligible Account.

Master Servicer Information: As defined in Section 4.18(b).

Master Servicing Compensation: For any Distribution Date, any amounts earned on the investment of funds on deposit in the Master Servicer Collection Account.

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.

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 pursuant to Section 6.06.

Moody’s: Xxxxx’x Investors Service, Inc., and any successor thereto.

Mortgage: The mortgage, deed of trust or other instrument creating a first lien on or first 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 Trustee or Custodian on its behalf to be added to the Mortgage File pursuant to this 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. Any mortgage loan that was intended by the parties hereto to be transferred to the Trust Fund as indicated by such Mortgage Loan Schedule which is in fact not so transferred for any reason including, without limitation, a breach of the representation contained in Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder until the Purchase Price with respect thereto has been paid to the Trust Fund.

Mortgage Loan Purchase Agreement: Shall mean the Mortgage Loan Purchase Agreement, dated as of February 28, 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 11.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 11.01.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Seller to reflect the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, the 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;

(d) the Servicing Fee Rate;

(e) [reserved];

(f) the LPMI Fee, if applicable;

(g) the Trustee Fee Rate, if applicable;

(h) the Net Rate;

(i) the maturity date;

(j) the stated original term to maturity;

(k) the stated remaining term to maturity;

(l) the original Principal Balance;

(m) the first payment date;

(n) the principal and interest payment in effect as of the Cut-off Date;

(o) the unpaid Principal Balance as of the Cut-off Date;

(p) the Loan-to-Value Ratio at origination;

(q) the insurer of any Primary Mortgage Insurance Policy;

(r) the MIN with respect to each MOM Loan;

(s) the Gross Margin, if applicable;

(t) the next Adjustment Date, if applicable;

(u) the Maximum 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 Loan Seller: EMC or Master Funding, as applicable.

Mortgage Note: The original executed note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate: The annual rate of interest borne by a Mortgage Note.

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, (ii) the Trustee Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if any.

Net Rate Cap: With respect to the Class A-1 Certificates and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period. With respect to the Class A-2 Certificates and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period minus 0.25% per annum.

With respect to the Class M Certificates and Class B Certificates and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans as of the first day of the related Due Period, adjusted for the actual numbers of days elapsed in the Interest Accrual Period.

For federal income tax purposes, the Net Rate Cap with respect to each of the Class A-1, Class M and Class B Certificates and any Distribution Date shall be equal to a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Intrest Accrual Period, in the case of the Class M Certificates and Class B Certificates) of the Uncertificated REMIC II Pass-Through Rate for such Distribution Date for the REMIC II Regular Interest for which such Certificate is the Corresponding Certificate, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest immediately prior to such Distribution Date. For federal income tax purposes, the Net Rate Cap with respect to the Class A-2 Certificates and any Distribution Date shall be equal to a per annum rate equal to the weighted average of clause (i)(b) or (ii)(b), as applicable, of the Uncertificated REMIC II Pass-Through Rate for such Distribution Date for the REMIC II Regular Interest for which such Certificate is the Corresponding Certificate, weighted on the basis of the Uncertificated Principal Balance of such REMIC II Regular Interest immediately prior to such Distribution Date, minus 0.25% per annum.

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 Company or the Master Servicer pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement, that, in the good faith judgment of the Company, the Master Servicer or the related 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 the Class X Certificates and any Distribution Date, an amount equal to the aggregate Certificate Principal Balance of the Class A-2 Certificates for such Distribution Date. For federal income tax purposes, the Class X Certificates will have a Notional Amount on any Distribution Date equal to the Uncertificated Principal Balance of REMIC II Regular Interest A-2 for such Distribution Date. With respect to the Class C Certificates and any Distribution Date, an amount equal to the aggregate Stated Principal Balance of the Mortgage Loans. The initial Notional Amount of the Class C Certificates shall be $387,871,614.13. For federal income tax purposes, the Class C Certificates will have a Notional Amount equal to the Uncertificated Notional Amount of the Class C Interest.

Offered Certificates: Any of the Class X-0, Xxxxx X-0, Class X, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-3 Certificates.

Officer’s Certificate: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Depositor, the Seller, any Servicer 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, the Master Servicer and/or the Trustee, as the case may be, as required by this Agreement.

One-Month LIBOR: With respect to any Interest Accrual Period and the LIBOR Certificates, the rate determined by the Trustee on the related Interest Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Reuters Screen LIBOR1 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 Interest 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 shall be One-Month LIBOR applicable to the preceding Interest 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 LIBOR Certificates for the related Interest Accrual Period shall, in the absence of manifest error, be final and binding. One-Month LIBOR for the Class M Certificates and Class B Certificates and any Interest Accrual Period shall be calculated as described above.

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Seller, the Depositor, the Company, the Trustee or the Master Servicer, reasonably acceptable to each addressee of such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01, or the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Seller, the Depositor, the Company, the Trustee and the Master Servicer, (ii) not have any direct financial interest in the Seller, Depositor, the Company, the Trustee or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Seller, Depositor, the Company, the Trustee 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 created hereunder as a result of the purchase of all of the assets of the Trust and any related REO Property pursuant to Section 11.01.

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.

Originator: With respect to each Mortgage Loan, shall mean the originator set forth in the Mortgage Loan Schedule for such Mortgage Loan.

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 Certificates (other than the Class C Certificates and the Class P 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 are 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, 1.05% 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) 1.05% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (2) 2.10% 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) $1,939,358 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 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.

Pass-Through Rate: With respect to each Class of Certificates (other than the Class C Certificates and the Class C Interest), the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, the Class X Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class M-4 Pass-Through Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate, Class B-3 Pass-Through Rate or Class B-4 Pass-Through Rate, as applicable.

With respect to the Class C Interest, the Class C Interest shall not have a Pass-Through Rate, but the Current Interest for such interest and each Distribution Date shall be an amount equal to 100% of the interest distributable to REMIC II Regular Interest C.

With respect to the Class C Certificates, the Class C Certificates shall not have a Pass-Through Rate, but Current Interest for such Certificates and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class C Interest for such Distribution Date.

With respect to the Class P Certificate and the Class P Interest, 0.00% per annum.

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 the 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;

(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;

(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;

(v) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;

(vi) 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 any such Rating Agency;

(vii) 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 (iv) above;

(viii) 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 long 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 any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

(ix) 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 long term rating by each Rating Agency rating such fund 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;

(x) 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 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; and

(xi) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency 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 (vi) above); provided further that no amount beneficially owned by any REMIC may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Trustee shall receive an Opinion of Counsel, at the expense of the Trustee, to the effect that such investment will not adversely affect the status of any such REMIC as a REMIC under the Code or result in imposition of a tax on any such REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

Permitted Transferee: Any Person (x) other than (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing, (ii) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) an electing large partnership within the meaning of Section 775(a) of the Code, (y) that is a citizen or resident of the United States, a corporation, partnership (other than a partnership that has any direct or indirect foreign partners) or other entity (treated as a corporation or a partnership for federal income tax purposes), created or organized in or under the laws of the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or if it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person and (z) other than any other Person so designated by the Trustee based upon an Opinion of Counsel addressed to the Trustee (which shall not be an expense of the Trustee) that states that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are Outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority of its board of directors is not selected by such government unit.

Person: Any individual, corporation, partnership, joint venture, association, joint- stock company, limited liability company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

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 Company or related Servicer to the Master Servicer in respect of waived Prepayment Charges pursuant to Section 5.01(a).

Prepayment Interest Excess: With respect to any Distribution Date, for each EMC Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the Determination Date of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the last date through which interest is collected from the related Mortgagor.

Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a partial Principal Prepayment during the related Prepayment Period, or a Principal Prepayment in full during the related Prepayment Period, or that became a Liquidated Loan during the prior calendar month, (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 4.21 or 11.01 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 related Servicing Fee, (b) the Trustee Fee Rate and (c) the LPMI Fee, if any.

Prepayment Period: As to any Distribution Date (except the first Distribution Date) and each EMC Mortgage Loan, for 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 and ending on the 15th day of the month in which such Distribution Date occurs (as to the first Distribution Date and any Mortgage Loan, the period commencing on the Cut-off Date and ending on the 15th day of the month in which such Distribution Date occurs) and for each partial Principal Prepayment, the calendar month prior to the month in which such Distribution Date occurs. As to any Distribution Date and each Mortgage Loan that is not an EMC Mortgage Loan, in accordance with the related Servicing Agreement

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 Interest 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 any Distribution Date, (i) the sum, without duplication, of (a) all scheduled principal collected on the Mortgage Loans during the related Due Period, (b) all Advances relating to principal made with respect to the Mortgage Loans remitted by the related Servicer or Master Servicer, as applicable, on or prior to the Remittance Date, (c) Principal Prepayments with respect to the Mortgage Loans exclusive of Prepayment Charges or penalties collected during the related Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan that was repurchased by the Seller pursuant to Sections 2.02 or 2.03 or by EMC (on its own behalf as Seller and on behalf of Master Funding) pursuant to Section 4.21, (e) the aggregate of all Substitution Adjustment Amounts with respect to the Mortgage Loans for the related Determination Date in connection with the substitution of related Mortgage Loans pursuant to Section 2.03(f), (f) all Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected during the prior calendar month (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to principal) and remitted by the Company or the related Servicer to the Master Servicer Collection Account pursuant to this Agreement or the related Servicing Agreement and (g) amounts in respect of principal paid by the Majority Class C Certificateholder pursuant to Section 11.01 minus (ii) all related amounts required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and 5.09 or as otherwise set forth in this Agreement.

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, 4.21 and 11.01 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 Company or the related Servicer, as appropriate, in accordance with the terms of the related Mortgage Note.

Private Certificates: Any of the Class B-4, Class C, Class P and Class R Certificates.

Prospectus Supplement: The Prospectus Supplement dated February 23, 2007 relating to the public offering of the Offered Certificates.

Protected Account: Each account established and maintained by the Company with respect to receipts on the Mortgage Loans and REO Property in accordance with Section 5.01 hereof or by the related Servicer in accordance with the related Servicing Agreement.

PUD: A Planned Unit Development.

Purchase Price: With respect to any Mortgage Loan (x) to be purchased pursuant to the applicable provisions of this Agreement or (y) that EMC has a right to purchase pursuant to Section 4.21 hereof, an amount equal to the sum of (i) 100% of the outstanding principal balance of the Mortgage Loan as of the date of such purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate through the first day of the month in which the Purchase Price is to be distributed to Certificateholders, reduced by any portion of the Servicing Fee, Servicing Advances and Advances payable to the purchaser of the Mortgage Loan (iii) amounts advanced by the Company or the related Servicer in respect of such repurchased Mortgage Loan which are being held in the Master Servicer Collection Account for remittance to the Trustee and (iv) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any predatory lending laws.

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, (a)(1) the amount by which the interest portion of a monthly payment or the principal balance of such Mortgage Loan was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute Servicing Advances that are reimbursable to the Master Servicer, and (b) any such amount with respect to a monthly payment that was or would have been due in the month immediately following the month in which a Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received and not paid due to a Servicing Modification. In addition, to the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are distributed to any Class of Certificates or applied to increase Excess Spread on any Distribution Date.

With respect to any REO Property as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid principal balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such Final Recovery Determination was made, minus (iv) the aggregate of all unreimbursed Advances and Servicing Advances.

With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.

Record Date: With respect to any Distribution Date and the Certificates (other than the Class A, Class X, Class C, 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 Class A, Class X, Class C, Class P Certificates 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 Trustee.

Reference Bank Rate: With respect to any Interest 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 LIBOR Certificates for such Interest 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 LIBOR Certificates for such Interest 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, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Relief Act: The Servicemembers Civil Relief Act, as amended, or any 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 6.07(a).

REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.

REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest AA minus the Marker Rate, divided by (b) 12.

REMIC I Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P) minus (ii) the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest, in each case, as of such date of determination.

REMIC I Overcollateralization Target Amount: 1.00% of the Overcollateralization Target Amount.

REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest and the denominator of which is the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest and REMIC I Regular Interest ZZ.

REMIC I Regular Interest ZZ Maximum Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest ZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization Amount, in each case for such Distribution Date, over (ii) the Uncertificated Accrued Interest on each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is a Corresponding Interest for the purpose of this calculation for such Distribution Date, with the rate on each such REMIC I Regular Interest subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for the Corresponding Interest; provided, however, that solely for this purpose, the related cap with respect to each REMIC I Regular Interest (other than REMIC I Regular Interests X-0, X-0 and P) for which a REMIC II Regular Interest is a Corresponding Interest 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 Interest Accrual Period.

REMIC II: The segregated pool of assets described in the Preliminary Statement consisting of the REMIC I Regular Interests.

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 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 Regular Interest C Distribution Amount: With respect to any Distribution Date, the sum of (i) the Uncertificated Accrued Interest for REMIC II Regular Interest C for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however, that on and after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the REMIC II Regular Interest C Distribution Amount shall include the Overcollateralization Amount.

REMIC III: The segregated pool of assets described in the Preliminary Statement consisting of the REMIC II Regular Interests.

REMIC IV: The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest), with respect to which a separate REMIC election is to be made.

REMIC V: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest), with respect to which a separate REMIC election is to be made.

REMIC Opinion: Shall mean an Opinion of Counsel to the effect that the proposed action will not have an adverse effect on any REMIC created hereunder.

REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time, as well as provisions of applicable state laws.

REMIC Regular Interests: The REMIC I Regular Interests and REMIC II Regular Interests.

Remittance Date: Shall mean (i) with respect to the Company, the 18^th day of any month or if such 18^th day is not a Business Day, the first Business Day immediately preceding such 18^th day, and (ii) with respect to any other Servicer, the date specified in the related Servicing Agreement.

Remittance Report: As defined in Section 6.04(c).

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 Company or the related Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) 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; and (ix) comply with each representation and warranty set forth in Section 2.03 hereof.

Reportable Event: As defined in Section 4.18.

Request for Release: The Request for Release to be submitted by the Seller, the Company, the related Servicer 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, the Company, the related Servicer 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 Company or the related Servicer, as applicable.

Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement or the related Servicing Agreement.

Reserve Fund: Shall mean the separate trust account created and maintained by the Trustee pursuant to Section 6.08 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 6.08 hereof.

Residual Certificates: The Class R-1, Class R-2, Class R-3 and Class RX Certificates, 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.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations thereunder.

Seller: EMC in its capacity as seller of the Mortgage Loans to the Depositor.

Senior Certificates: Any of the Class A-1, Class A-2 and Class X Certificates

Servicer: Any of EMC and Greenpoint and their successors and assigns.

Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable legal fees) incurred in the performance by the Company or the related Servicer of its servicing obligations hereunder or under the related Servicing Agreement, 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 Agreement: The Greenpoint Servicing Agreement.

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time, or those Servicing Criteria otherwise mutually agreed to by EMC, the Master Servicer, the Trustee and the applicable Servicer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit N.

Servicing Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of the Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs.

Servicing Fee Rate: 0.250% per annum.

Servicing Modification: With respect to any Mortgage Loan that is in default or, in the reasonable judgment of the Company or the related Servicer, as to which default is reasonably foreseeable, any modification which is effected by the Company or the related Servicer in accordance with the terms of this Agreement or the related Servicing Agreement which results in any change in the outstanding Stated Principal Balance, any change in the Mortgage Rate or any extension of the term of such Mortgage Loan.

Servicing Officer: Any officer of the Company or the related Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans (i) in the case of the Company, whose name and facsimile signature appear on a list of servicing officers furnished to the Trustee by the Company on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and (ii) in the case of the related Servicer, as to which evidence reasonably acceptable to the Trustee, as applicable, of due authorization, by such party has been furnished from time to time to the Trustee.

Sponsor: EMC Mortgage Corporation, a Delaware corporation, and its successors and assigns, in its capacity as sponsor.

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, and all Liquidation Proceeds to the extent applied by the Company or the related Servicer as recoveries of principal in accordance with Section 3.09 or the related Servicing Agreement with respect to such Mortgage Loan, that were received by the Company or the related Servicer as of the close of business on the last day of the calendar month immedediately preceding such Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred during the prior calendar month. The Stated Principal Balance of a Liquidated Loan equals zero.

Stepdown Date: The later to occur of (a) the Distribution Date in March 2010 and (b) the first Distribution Date on which the Current Specified Enhancement Percentage is greater than or equal to 15.20%.

Subordinated Certificates: The Class M, Class B, Class C and Residual Certificates.

Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer or any Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 6.05) or surplus amounts held by the Master Servicer and the related 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 as of the end of the prior calendar month that resulted in a Realized Loss.

Subservicing Agreement: Any agreement entered into between the Company 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(f).

Successor Master Servicer: The meaning ascribed to such term pursuant to Section 9.01.

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.

Transferee Affidavit: As defined in Section 7.02(c).

Transferor Affidavit: As defined in Section 7.02(c).

Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Certificate.

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
March 2010 to February 2011	0.55% with respect to March 2010, plus an additional 1/12th of the difference between 0.95% and 0.55% for each month thereafter
March 2011 to February 2012	0.95% with respect to March 2011, plus an additional 1/12th of the difference between 1.35% and 0.95% for each month thereafter
March 2012 to February 2013	1.35% with respect to March 2012, plus an additional 1/12th of the difference between 1.60% and 1.35% for each month thereafter
March 2013 and thereafter	1.60%

Trust or Trust Fund: 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 Class P Certificate Account, the Reserve Fund, the Distribution Account maintained by the Trustee, the Master Servicer Collection Account maintained by the Master Servicer and the Protected Accounts maintained by the Company and the Servicers and all amounts deposited therein pursuant to the applicable provisions of this Agreement and the Servicing Agreements; (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 Servicing Agreements and the Assignment Agreements; (vi) the rights under the Mortgage Loan Purchase Agreement; and (vii) all proceeds of the foregoing, including proceeds of conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property. The Reserve Fund and Prepayment Charge Waiver Amounts shall not be included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.

Trustee: Xxxxx Fargo Bank, National Association, a national banking association, as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee as may from time to time be serving as successor trustee hereunder.

Trustee Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of the Trustee Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loans as of the Due Date in the month preceding the month in which such Distribution Date occurs.

Trustee Fee Rate: 0.015% per annum.

Trustee Information: As defined in Section 4.18(b).

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 REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, 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 REMIC II Regular Interest C and any Distribution Date, an amount equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest P) for such Distribution Date.

With respect to the Class C Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC II Regular Interest C for such Distribution Date.

Uncertificated Principal Balance: With respect to each REMIC Regular Interest, the Class C Interest and the Class P Interest, the principal amount of such REMIC Regular Interest, Class C Interest and Class P Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest, Class C Interest and Class P Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated principal balance. On each Distribution Date, the Uncertificated Principal Balance of the REMIC Regular Interests and Class P Interest shall be reduced by all distributions of principal made on such REMIC Regular Interests and Class P Interest on such Distribution Date pursuant to Section 6.07 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 6.05, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by interest deferrals as provided in Section 6.07(b)(i). The Uncertificated Principal Balance of each REMIC Regular Interest, Class P Interest and Class C Interest shall never be less than zero. With respect to REMIC II Regular Interest C as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A, Class M, Class B and Class P Certificates then outstanding. With respect to the Class C Interest as of any date of determination, an amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest C.

Uncertificated REMIC I Pass-Through Rate: With respect to any REMIC I Regular Interest (other than REMIC I Regular Interest P) and any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first day of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as of the first day of the related Due Period. With respect to REMIC I Regular Interest P and any Distribution Date, 0.00% per annum.

Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and each REMIC II Regular Interest other than REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular Interest A-2, a per annum rate equal to the Pass-Through Rate for the Class of Corresponding Certificates for such Distribution Date; provided, however, that for this purpose the Net Rate Cap with respect to each such Class of Corresponding Certificates shall be equal to the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately prior to such Distribution Date.

With respect to REMIC II Regular Interest A-2 and (i) any Distribution Date which occurs on or prior to the Optional Termination Date, the lesser of (a) 6.25% per annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately prior to such Distribution Date, and (ii) any Distribution Date thereafter, the lesser of (a) 6.75% per annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest P), weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately prior to such Distribution Date.

With respect to REMIC II Regular Interest C, a per annum rate equal to the percentage equivalent of a fraction, (i) the numerator of which is the sum of the amount determined for each REMIC I Regular Interest (other than REMIC I Regular Interest P) equal to the product of (x) the excess, if any, of the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Marker Rate and (y) a notional amount equal to the Uncertificated Principal Balance of such REMIC I Regular Interest, and (ii) the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC I Regular Interests.

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) 91% to the Class A, Class M and Class B Certificates, (ii) 3% to the Class C Certificates until paid in full, and (iii) 1% to each of the Class X, Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates, with the allocation among the Certificates (other than the Class C and Residual Certificates) to be in proportion to the Certificate Principal Balance of each Class relative to the Certificate Principal Balance of all other such Classes. Voting Rights will be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests.

Section 1.02 Allocation of Certain Interest Shortfalls.

For purposes of calculating the amount of Current Interest for the Class A, Class X, Class M, Class B and Class C Certificates for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement, the Company or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to the Class C Interest based on, and to the extent of, one month’s interest otherwise distributable thereto and, thereafter, among the Class A, Class X, Class M and Class B Certificates, 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 or Notional Amount of each such Certificate.

For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests (other than REMIC I Regular Interest P) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) 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 I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC I Regular Interest AA, each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest and REMIC I Regular Interest ZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC I Regular Interest.

For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests (other than REMIC II Regular Interest P) for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among such REMIC II Regular Interests in the same manner and priority as such amounts are allocable to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, to the Class C Interest; provided, however, that solely for purposes of allocating such shortfalls to such REMIC II Regular Interests, any such shortfalls allocable to the Class X Certificates shall be deemed to be allocated to the Class A-2 Certificates.

ARTICLE II

CONVEYANCE OF TRUST FUND

REPRESENTATIONS AND WARRANTIES

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 “Xxxxx Fargo Bank, National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset Backed Certificates, Series 2007-AC2”, 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 “Xxxxx Fargo Bank, National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset Backed Certificates, Series 2007-AC2,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form) (iv) an original or a copy of all intervening assignments of the Mortgage, if any, with evidence of recording thereon, (v) with respect to any Mortgage Loan, the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance or, in the event such original title policy has not been received from the title insurer, such title policy will be delivered within one year of the Closing Date or, in the event such original title policy is unavailable, a photocopy of such title policy, or, in lieu thereof, a current lien search on the related Mortgaged Property; and (vi) originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, EMC 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 or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a true copy thereof with a certification by EMC or Master Funding, as applicable, or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording”; (y) in lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans), assignment or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification from the Depositor to such effect) the Depositor may deliver, or cause to be delivered, photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I, the Depositor may deliver, or cause to be delivered, a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver, or cause to be delivered, to the Trustee and the Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Protected Account, in the Master Servicer Collection 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 the event a Mortgage File is released to the Master Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.

In connection with the assignment of any Mortgage Loan registered on the MERS® System, 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.

All original documents relating to the Mortgage Loans that are not delivered to the Trustee or the Custodian on its behalf are and shall be held by or on behalf of the Seller or the Depositor, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. Any such original document delivered to or held by the Depositor, shall be delivered promptly to the Custodian on the Trustee’s behalf.

Whenever it is provided for in this Agreement that any document, evidence or information relating to a Mortgage Loan to be included in a Mortgage File be delivered or supplied to the Trustee, such delivery or supply shall be made to the Custodian pursuant to the Custodial Agreement.

Section 2.02 Acceptance of the Mortgage Loans.

(a) Based on the Initial Certification received by it from the Custodian, the Trustee acknowledges receipt of, subject to the further review and exceptions reported by the Custodian pursuant to the procedures described below, the documents (or certified copies thereof) delivered to the Trustee or the Custodian on its behalf pursuant to Section 2.01 and declares that it holds and will continue to hold directly or through a custodian those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund delivered to it in trust for the use and benefit of all present and future Holders of the Certificates. On the Closing Date, the Trustee or the Custodian on its behalf will deliver to EMC (on its behalf and on behalf of Master Funding), the Master Servicer and the Trustee an Initial Certification 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. 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. EMC (on its own behalf 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 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 within 90 days from the date of notice from the Trustee of the defect and if EMC (on its own behalf 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 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 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 and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan if EMC (on its own behalf and on behalf of Master Funding) delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.

(b) No later than 180 days after the Closing Date, the Trustee or the Custodian on its behalf will review, for the benefit of the Certificateholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and, if reviewed by the Custodian, to the Trustee, a Final Certification. 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. EMC (on its own behalf 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 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 within 90 days from the date of notice from the Trustee of the defect and if EMC (on its own behalf 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 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 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 and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan, if EMC (on its own behalf and on behalf of Master Funding) delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.

(c) In the event that a Mortgage Loan is purchased by EMC (on its own behalf 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 and on behalf of Master Funding) shall remit the applicable Purchase Price to the Master Servicer, for deposit in the Master Servicer Collection 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 Master Servicer Collection Account and upon receipt of a Request for Release with respect to such Mortgage Loan, the Trustee or the Custodian will release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty furnished to it by EMC (on its own behalf and on behalf of Master Funding), as are necessary to vest in the Seller 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 Master Servicer Collection 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 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 Company, the Master Servicer, the Trustee and the Seller.

(a) EMC as Company hereby represents and warrants to the Depositor, the Master Servicer 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 related to an EMC Mortgage Loan 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 EMC Mortgage Loan, to service the EMC Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof.

(ii) It has the full corporate power and authority to service each EMC 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; assuming the due authorization, execution and delivery hereof by the other parties hereto, 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 by it, the servicing of the EMC 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 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 EMC 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 if any such consent, approval, authorization or order is required, it has obtained the same.

(vii) The Company has delivered to the Depositor and the Trustee financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the servicing policies and procedures (outside of the normal changes warranted by regulatory and product type changes in the portfolio), business, operations, financial condition, properties or assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement.

(b) EMC as Company hereby covenants to the Depositor, the Master Servicer and the Trustee as follows, as of the Closing Date:

(i) As of the Closing Date and except as has been otherwise disclosed to the Trustee and 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 Company; (2) no material noncompliance with applicable servicing criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Company; (3) the Company 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 Company’s servicing policies and procedures for similar loans have occurred in the preceding three years; (5) there are no aspects of the Company’s financial condition that could have a material adverse impact on the performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Company 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 Company of a type that are described under Item 1119 of Regulation AB.

(ii) If so requested by the Depositor or the Trustee on any date, the Company shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (b)(i) 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.

(iii) As a condition to the succession to the Company or any subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Company or such subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any subservicer, the Company shall provide to the Trustee and the Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Trustee and the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Master Servicer and the Depositor, all information reasonably requested by the Trustee or 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.

(c) EMC as Master Servicer hereby covenants to the Depositor, the Company and the Trustee as follows, as of the Closing Date:

(ii) It has the full corporate 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; and this, assuming the due authorization, execution and delivery hereof by the other parties hereto, 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 by it, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof are in its ordinary course of business and will not (A) result in a material breach of any term or provision of its charter or by-laws or (B) materially conflict with, result in a material breach, violation or acceleration of, or result in a material default under, the terms of any other material agreement or instrument to which it is a party or by which it may be bound, or (C) constitute a material 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) 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 perform any of its other obligations under this Agreement in accordance with the terms hereof.

(v) 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.

(d) Xxxxx Fargo Bank, National Association, in its capacity as Trustee hereby represents and warrants to the Seller, the Master Servicer and the Depositor as follows, as of the Closing Date:

(i) It is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Trustee 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 master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof or thereof;

(e) The Seller hereby represents and warrants to the Depositor, the Master Servicer 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 and 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 this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof or thereof.

(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; and 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 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 thereby, or if any such consent, approval, authorization or order is required, the Seller has obtained the same.

(vii) As of the Closing Date, the representations and warranties concerning the Mortgage Loans set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and correct in all material respects.

(f) Upon discovery by any of the parties hereto of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement 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 of this Agreement. The Seller hereby covenants with respect to the representations and warranties set forth in Section 7 of the Mortgage Loan Purchase Agreement, 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 and the Master Servicer 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 Custodian of a Request for Release. The Seller shall, or cause the related Servicer to, furnish to the Master Servicer and the Trustee the Officer’s Certificate required under Section 2.03(f) relating to such cure. If the Trustee has received (or has given, as the case may be) written notice of such a breach of a representation or warranty, the Trustee shall give prompt written notice to the Master Servicer and the Seller, if within 90 days of its receipt (or giving, as the case may be) of such notice of breach, the Trustee does not receive an Officer’s Certificate as described in the preceding sentence certifying as to the cure of such breached representation or warranty. The Seller shall promptly reimburse the Trustee for any expenses reasonably incurred by the Trustee in respect of enforcing the remedies for such breach. To enable the Seller 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 Trustee whether it intends either to repurchase, or to substitute for, the Mortgage Loan affected by such breach. With respect to the representations and warranties in Section 7 of the Mortgage Loan Purchase Agreement 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 or the Trustee 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 shall deliver to the Trustee for the benefit of the Certificateholders such documents and agreements as are required by Section 2.01. No substitution shall be made in any calendar month after the Determination Date for such month. 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 shall 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 Seller shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the Master Servicer 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 of the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit into the Distribution 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 Distribution Account by the Trustee upon receipt from the Seller delivering such Replacement Mortgage Loan on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that the Seller shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited into the Master Servicer Collection Account maintained by the Master Servicer, 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, representation or warranty 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 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.

In connection with any repurchase or substitution of a Mortgage Loan or the cure of a breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall, or cause the related Servicer to, promptly furnish to the Master Servicer and the Trustee an Officer’s Certificate, signed by a duly authorized officer of the Seller or the related servicer, as the case may be, to the effect that such repurchase, substitution or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase, substitution or cure have been satisfied, including the delivery to the Trustee of the Purchase Price or Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, on which the Master Servicer and the Trustee may rely. Solely for purposes of the Trustee providing an Assessment of Compliance, upon receipt of such documentation, the Trustee shall approve such repurchase, substitution or cure, as applicable, and which approval shall consist solely of the Trustee’s receipt of such documentation and deposits. It is understood and agreed that the obligation under this Agreement of the Seller to cure the breach of a representation or warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement or to 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 Certificateholders, the Depositor or the Trustee.

(g) The representations and warranties set forth in 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 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 action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, 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 are in the ordinary course of business of the Depositor and will not (A) result in a breach of any term or provision of the organizational documents 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.

(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 if any such consent, approval, authorization or order is required, the Depositor has obtained the same; and

(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 Mortgage Loan 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 the immediately preceding paragraph shall survive delivery of the Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders. Upon discovery by the Depositor, 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 or REMIC V or contributions after the Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default or a default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

(b) Upon discovery by the Depositor, the Seller, the Custodian 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, or the Custodian on its behalf, shall require the Seller, at the Seller’s option, to either (i) substitute, if the conditions in Section 2.03(f) with respect to substitutions are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Section 2.03. The Trustee, or the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver the related Mortgage File) in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

Section 2.06 Countersignature and Delivery of Certificates.

(a) The Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, countersigned and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement in accordance with its terms.

(b) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of the REMIC II Regular Interests and the Class R-2 Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests (which are uncertificated) and the other assets of REMIC II and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and the Class R-2 Certificates.

(c) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests and the other assets of REMIC III for the benefit of the holders of the Certificates (other than the Class C, Class P and Class R Certificates), the Class C Interest, the Class P Interest and the Class R-3 Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests (which are uncertificated) and the other assets of REMIC III and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Certificates (other than the Class C, Class P and Class R Certificates), the Class C Interest, the Class P Interest and the Class R-3 Certificates.

(d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class C Interest for the benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges receipt of the Class C Interest (which is uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class RX Certificates (in respect of the Class R-4 Interest).

(e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest for the benefit of the Holders of the Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest). 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 Class P Certificates and the Class RX Certificates (in respect of the Class R-5 Interest).

Section 2.07 Purposes and Powers of the Trust.

The purpose of the common law trust, as created hereunder, is to engage in the following activities:

(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;

(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;

(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.

(f) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.07.

ARTICLE III

ADMINISTRATION AND SERVICING OF

EMC MORTGAGE LOANS BY COMPANY

Section 3.01 The Company.

The Company shall service and administer the EMC 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 Company 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, 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 EMC Mortgage Loan; provided that the Company shall take no action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any EMC Mortgage Loan or the rights and interests of the Depositor or the Trustee under this Agreement.

Without limiting the generality of the foregoing, the Company, 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 Company 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 EMC Mortgage Loans, and with respect to the related Mortgaged Properties held for the benefit of the Certificateholders. The Company shall prepare and deliver to the Depositor, the Master Servicer and/or the Trustee such documents requiring execution and delivery by any or all of them as are necessary or appropriate to enable the Company to service and administer the EMC Mortgage Loans. Upon receipt of such documents, the Depositor, the Master Servicer and/or the Trustee shall execute such documents and deliver them to the Company.

In accordance with the standards of the first paragraph of this Section 3.01, the Company 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 relating to the EMC Mortgage Loans, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 5.04, and further as provided in Section 5.02. All costs incurred by the Company, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties relating to the EMC Mortgage Loans 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 related EMC 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 Company 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 Company is not required to exercise such rights with respect to an EMC 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 Company 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 Company 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 Company enters such agreement) by the applicable Required Insurance Policies. The Company, 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 Company shall not be deemed to be in default under this Section 3.02(a) by reason of any transfer or assumption that the Company reasonably believes it is restricted by law from preventing.

(b) Subject to the Company’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 EMC Mortgage Loan, the Company 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 EMC Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the Mortgaged Property must be acceptable to the Company in accordance with its servicing standards as then in effect. The Company 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 Company for entering into an assumption or substitution of liability agreement shall be retained by the Company as additional servicing compensation.

Section 3.03 Subservicers.

The Company 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 Company of a subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Company. The Company 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 Company hereunder.

At the cost and expense of the Company, without any right of reimbursement from its Protected Account, the Company 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 Company, at the Company’s option, from electing to service the related EMC Mortgage Loans itself. In the event that the Company’s responsibilities and duties under this Agreement are terminated pursuant to Section 9.05, the Company shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Company’s own funds without reimbursement from the Trust Fund.

Notwithstanding the foregoing, the Company 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 EMC Mortgage Loans. The Company shall be entitled to enter into an agreement with a subservicer for indemnification of the Company 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 EMC Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Company 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. For purposes of remittances to the Master Servicer pursuant to this Agreement, the Company shall be deemed to have received a payment on an EMC Mortgage Loan when a subservicer has received such payment.

Section 3.04 Documents, Records and Funds in Possession of Company To Be Held for Trustee.

Notwithstanding any other provisions of this Agreement, the Company shall transmit to the Trustee as required by this Agreement all documents and instruments in respect of an EMC Mortgage Loan coming into the possession of the Company from time to time and shall account fully to the Trustee for any funds received by the Company or that otherwise are collected by the Company as Liquidation Proceeds or Insurance Proceeds in respect of any such Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Company in respect of any EMC Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in the Protected Account maintained by the Company, shall be held by the Company 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 Company also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Protected Account maintained by the Company, or the Master Servicer Collection Account or the Distribution 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, an EMC Mortgage Loan, except, however, that the Company shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Company under this Agreement.

Section 3.05 Maintenance of Hazard Insurance.

The Company shall cause to be maintained, for each EMC 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 Company shall also cause flood insurance to be maintained on property acquired upon foreclosure or deed in lieu of foreclosure of any EMC Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any amounts collected by the Company 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 Company’s normal servicing procedures) shall be deposited in the Protected Account maintained by the Company. Any cost incurred by the Company 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 EMC Mortgage Loan so permit. Such costs shall be recoverable by the Company out of late payments by the related Mortgagor or out of Liquidation Proceeds to the extent permitted by Section 3.09. 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 related EMC Mortgage Loan in a federally designated special flood hazard area and such area is participating in the national flood insurance program, the Company shall cause flood insurance to be maintained with respect to such EMC Mortgage Loan. Such flood insurance shall be in an amount equal to the least of (i) the Stated Principal Balance of the related EMC 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 Company shall obtain and maintain a blanket policy insuring against hazard losses on all of the EMC 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 Company 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 maintained by the Company the amount not otherwise payable under the blanket policy because of such deductible clause. Such deposit shall be from the Company’s own funds without reimbursement therefor. In connection with its activities as administrator and servicer of the EMC Mortgage Loans, the Company 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 Company shall prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies relating to the EMC Mortgage Loans 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 Company in respect of such Insurance Policies shall be promptly deposited in the Protected Account maintained by the Company upon receipt, except that any amounts that are to be applied upon request 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 claims on the related EMC 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 Company 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 Company would have been covered thereunder. The Company shall use its best efforts to keep in force and effect (to the extent that the EMC Mortgage Loan requires the Mortgagor to maintain such insurance), Primary Mortgage Insurance applicable to each EMC Mortgage Loan. The Company 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 related Mortgage Note and is required to be kept in force hereunder.

(b) The Company agrees to present on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies relating to the EMC Mortgage Loans and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted EMC Mortgage Loans. Pursuant to Section 5.01, any amounts collected by the Company under any Primary Mortgage Insurance Policies shall be deposited in the Protected Account maintained by the Company, subject to withdrawal pursuant to Section 5.02 hereof.

Section 3.08 Fidelity Bond, Errors and Omissions Insurance.

The Company 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 EMC Mortgage Loans and who handle funds, money, documents and papers relating to the EMC 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 Company 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 Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of an EMC 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 Company 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 Company shall deliver to the Master Servicer 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 Master Servicer and the Trustee. The Company shall notify the Master Servicer and 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.

The Company shall provide to the Master Servicer and the Depositor evidence of the authorization of the person signing any certification or statement, copies or other evidence of fidelity bond and errors and omissions insurance, financial information and reports, and such other information related to the Company or any subservicer engaged by it or the Company’s or such subservicer’s performance hereunder or under the related Subservicing Agreement as may be reasonably requested by the Master Servicer or the Depositor.

Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans.

(a) The Company shall use reasonable efforts to foreclose upon or otherwise comparably convert the ownership of properties securing such of the EMC 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 Company 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 Company 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 EMC Mortgage Loan after reimbursement from the Master Servicer of such expenses and (ii) that such expenses will be recoverable to it through Insurance Proceeds or Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the Protected Accounts maintained by the Company pursuant to Section 5.02 or reimbursement from the Master Servicer pursuant to Section 3.09, as applicable). If the Company reasonably believes that Liquidation Proceeds with respect to any such EMC Mortgage Loan would not be increased as a result of such foreclosure or other action, such EMC Mortgage Loan will be charged-off and will become a Liquidated Loan. The Company will give notice of any such charge-off to the Master Servicer. The Company 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 5.02. If the Company has knowledge that a Mortgaged Property that the Company 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 Company, the Company will, prior to acquiring the related Mortgaged Property, consider such risks and only take action in accordance with its established environmental review procedures.

With respect to any REO Property relating to an EMC Mortgage Loan, 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 Company 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 Company shall either itself or through an agent selected by the Company 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 Company deems to be in the best interest of the Company and the Certificateholders for the period prior to the sale of such REO Property. The Company shall prepare for and deliver to the Trustee a statement with respect to each such 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 maintained by the Company no later than the close of business on each Determination Date. The Company 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 a default becoming reasonably foreseeable on an EMC Mortgage Loan, the Company shall dispose of such Mortgaged Property prior to three years after its acquisition by the Trust Fund or, at the expense of the Trust Fund, request more than 60 days prior to the day on which such three-year period would otherwise expire, an extension of the three-year grace period unless the Trustee shall have been supplied with an Opinion of Counsel addressed to the Trustee (such opinion not to be an expense of the Trustee) to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year period will not result in the imposition of taxes on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F of the Code or cause either REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion of Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless the Company has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

The decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall be subject to a determination by the Company 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 Company 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 EMC 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 Accounts maintained by the Company. 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 EMC Mortgage Loan, such excess shall be considered to be a partial Principal Prepayment for such Mortgage Loan for all purposes hereof.

The Liquidation Proceeds from any liquidation of a related EMC Mortgage Loan shall be deposited in the related Protected Account maintained by the Company 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 Company 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, shall be applied in the following order of priority: first, to reimburse the Company for any related unreimbursed Servicing Advances and Servicing Fees, pursuant to this Section 3.09; second, to reimburse the Company for any unreimbursed Advances pursuant to this Section 3.09; third, to accrued and unpaid interest (to the extent no Advance has been made for such amount) on the EMC 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 EMC Mortgage Loan.

(b) On each Determination Date, the Company shall determine the respective aggregate amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the prior calendar month.

(c) The Company has no intent to foreclose on any EMC Mortgage Loan based on the delinquency characteristics as of the Closing Date; provided, that the foregoing does not prevent the Company from initiating foreclosure proceedings on any date hereafter if the facts and circumstances of such EMC Mortgage Loans including delinquency characteristics in the Company’s discretion so warrant such action.

(d) The Master Servicer will fully reimburse the Company for Servicing Advances and Advances related to Liquidation Proceeds on the Remittance Date after such Servicing Advances and Advances are approved; provided, however, the Company must provide documentation in the form of Exhibit U hereto to the Master Servicer seeking approval within 90 days of final liquidation of a Mortgage Loan. The Master Servicer will provide such approval or denial to the Company no later than thirty (30) days after receipt of such claim; provided, however, such claim must be complete with all supporting documentation. The Company’s obligation to make such Servicing Advances and Advances as to any Mortgage Loan will continue through the final liquidation of the Mortgaged Property, unless the Company deems such advance nonrecoverable and submits an officer’s certificate in accordance with Section 6.01.

Section 3.10 Servicing Compensation.

As compensation for its activities hereunder, each Servicer shall be entitled to retain or withdraw from its Protected Accounts out of each payment of interest on a Mortgage Loan included in the Trust Fund an amount equal to the related 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, all income and gain net of any losses realized from Permitted Investments with respect to funds in or credited to the Protected Accounts maintained by the related Servicer shall be retained by such Servicer to the extent not required to be deposited in the Protected Accounts maintained by the Company pursuant to Section 5.02 of this Agreement or pursuant to the related Servicing Agreement. Each 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 or the related Servicing Agreement and maintenance of the other forms of insurance coverage required by Section 3.07 or the related Servicing Agreement) and shall not be entitled to reimbursement therefor except as specifically provided in Section 5.02 or the related Servicing Agreement.

EMC shall be entitled to retain any Prepayment Interest Excess.

Section 3.11 REO Property.

(a) In the event the Trust Fund acquires ownership of any REO Property in respect of any related EMC Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee, or to its nominee, on behalf of the Certificateholders. The Company shall sell any such 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 Company shall protect and conserve such REO Property in the manner and to the extent required herein, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.

(b) The Company shall deposit all funds collected and received in connection with the operation of any REO Property in respect of any EMC Mortgage Loan into the Protected Accounts maintained by the Company.

(c) The Company, upon the final disposition of any REO Property in respect of any EMC Mortgage Loan, 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 relating to an EMC Mortgage Loan or the acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure, the Company shall submit a liquidation report to the Master Servicer containing such information as shall be mutually acceptable to the Company and the Master Servicer with respect to such Mortgaged Property.

Section 3.13 Books and Records.

The Company 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 Company’s computer system to clearly reflect the ownership of the Mortgage Loans by the Trust. In particular, the Company 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 Company 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 Company complies with the requirements of Accepted Servicing Practices.

The Company 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 Company’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.

ARTICLE IV

ADMINISTRATION AND MASTER

SERVICING OF MORTGAGE LOANS BY

MASTER SERVICER

Section 4.01 Master Servicer.

The Master Servicer shall, beginning on the Closing Date, supervise, monitor and oversee the obligation of the Company and the related Servicer to service and administer the Mortgage Loans in accordance with the terms of this Agreement and the related Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Company and the related Servicer as necessary from time to time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Company and the related Servicer and shall cause the Company and related Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Person under this Agreement and the related Servicing Agreement. The Master Servicer shall independently and separately monitor the Company and the related Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Company’s, the related Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Trustee as shall be necessary in order for it to prepare the statements specified in Section 6.06 by 2:00 p.m. Central Standard Time on the 5th Business Day prior to each Distribution Date, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder; provided, however, in no event shall the Master Servicer be required to provide such information to the Trustee earlier than 2:00 p.m. Central Standard Time on the 19th calendar day of the month. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers pursuant to the applicable Servicing Agreement. The Master Servicer shall be entitled to conclusively rely on the Mortgage Loan data provided by the related Servicer and shall have no liability for any errors in such Mortgage Loan data.

In addition to the foregoing, in connection with a modification of any Mortgage Loan by a Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to such modification, the Master Servicer shall notify the Depositor of such Servicer’s failure to comply with the terms of the Servicing Agreement or this Agreement. If the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) requires the approval of the Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such modification if, based upon its receipt of written notification from the related Servicer outlining the terms of such modification and appropriate supporting documentation, the Master Servicer determines that the modification is permitted under the terms of the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) and that any conditions to such modification set forth in the Servicing Agreement or this Agreement have been satisfied. Furthermore, if the Servicing Agreement or this Agreement (in the case of the Company, as Servicer) requires the oversight and monitoring of loss mitigation measures with respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated, conducted and concluded in accordance with any timeframes and any other requirements set forth in the Servicing Agreement or this Agreement (in the case of the Company, as Servicer), and the Master Servicer shall notify the Depositor in any case in which the Master Servicer believes that the related Servicer is not complying with such timeframes and/or other requirements.

The Trustee shall furnish the Company, the Servicers and the Master Servicer, upon written request from a servicing officer, with any powers of attorney and other documents in form as provided to it necessary or appropriate to enable the Company, the Servicer and the Master Servicer to service and administer the related Mortgage Loans and REO Property.

The Trustee or the Custodian on its behalf, the Company or the related Servicer shall provide access to the records and documentation in possession of the Trustee or the Custodian on its behalf, the Company or the related Servicer regarding the related Mortgage Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodian, the Company or the related Servicer; provided, however, that, unless otherwise required by law, neither the Trustee, the Custodian, the Company nor the related Servicer shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodian, the Company and the related Servicer shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, the Custodian’s, the Company’s or the related Servicer’s actual costs.

The Trustee shall execute and deliver to the Company or the related Servicer and the Master Servicer, upon such party’s written instruction (which includes the documents to be signed) any court pleadings, requests for trustee’s sale or other appropriate documents necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or Security Instrument or otherwise available at law or equity.

Section 4.02 REMIC-Related Covenants.

For as long as each REMIC created hereunder shall exist, the Trustee 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, the Company, the Servicers or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (except as otherwise expressly permitted by this Agreement) (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed to the Trustee prepared at the expense of the Trust Fund; (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of a REMIC Opinion; or (c) acquire any assets for any REMIC other than any REO Property after the Startup Day without receipt of a REMIC Opinion.

Section 4.03 Monitoring of Company and Servicer.

(a) The Master Servicer shall be responsible for reporting to the Trustee and the Seller the non-compliance by the Company and the related Servicer with its duties under this Agreement and the related Servicing Agreement. In the review of the Company’s and the related Servicer’s activities, the Master Servicer may rely upon an Officer’s Certificate of the Company and the related Servicer with regard to such Person’s compliance with the terms of this Agreement or the related Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Company or the related Servicer should be terminated in accordance with this Agreement or the related Servicing Agreement, or that a notice should be sent pursuant to this Agreement or the related Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Seller and the Trustee and the Master Servicer shall issue such notice or take such other action as it deems appropriate.

(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of the Company under this Agreement and the related Servicer under the related Servicing Agreement, and shall, in the event that the Company or the related Servicer fails to perform its obligations in accordance with this Agreement or the related Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of such Person thereunder and act as servicer of the related Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided, however, it is understood and acknowledged by the parties hereto that there shall be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor servicer. In either event, such enforcement, including, without limitation, the legal prosecution of claims, termination of the related Servicing Agreement and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, subject to its right of reimbursement pursuant to the provisions of this Agreement or the related Servicing Agreement, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.

(c) To the extent that the costs and expenses of the Master Servicer or related to any termination of a Servicer, or the enforcement or prosecution of related claims, rights or remedies or the appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement or the related Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Company or a Servicer as a result of an event of default by such Person and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to service the Mortgage Loans in accordance with this Agreement or the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Master Servicer Collection Account, pursuant to Section 5.07.

(d) The Master Servicer shall require the Company and the related Servicer to comply with the remittance requirements and other obligations set forth in this Agreement or the related Servicing Agreement, as applicable.

(e) If the Master Servicer acts as a servicer, it will not assume liability for the representations and warranties of the Company or the related Servicer, if any, that it replaces.

Section 4.04 Fidelity Bond.

The Master Servicer, at its expense, shall maintain in effect a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to all directors, officers, employees and other Persons acting on such Master Servicer’s behalf, and covering errors and omissions in the performance of the Master Servicer’s obligations hereunder. The errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable for entities serving as master servicers or trustees.

Section 4.05 Power to Act; Procedures.

The Master Servicer shall master service the Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the provisions of Article XI hereof, to do any and all things that it may deem necessary or desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the power and authority (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 Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities under Section 4.03, shall not authorize the Company or the related Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or 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) unless the Master Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the effect that the contemplated action will not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as the case may be. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with any powers of attorney empowering the Master Servicer, the Company or the related Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with the related Servicing Agreement and this Agreement, and the Trustee shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer, the Company or the related Servicer). If the Master Servicer or the Trustee has been advised that it is likely that the laws of the state in which action is to be taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely affected under the “doing business” or tax laws of such state if such action is taken in its name, the Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 10.11 hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent contractor and shall not, except in those instances where it is taking action in the name of the Trust, be deemed to be the agent of the Trust.

Section 4.06 Due-on-Sale Clauses; Assumption Agreements.

To the extent provided in this Agreement or the related Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Company and the related Servicer to enforce such clauses in accordance with this Agreement or the related Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with this Agreement or the related Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with this Agreement or the related Servicing Agreement.

Section 4.07 Release of Mortgage Files.

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by the Company or the related Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the Company or the related Servicer will, if required under the related Servicing Agreement (or if the Company or the related Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit G (or as otherwise provided in the Custodial Agreement) hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Protected Account maintained by the Company or the Servicer pursuant to Article V or by the related Servicer pursuant to the related Servicing Agreement have been or will be so deposited) and shall request that the Custodian, on behalf of the Trustee, deliver to the Company or the related Servicer the related Mortgage File. Upon receipt of such certification and request, the Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the Company or the related Servicer and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, the Company or the related Servicer is authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse, representation or warranty) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the applicable Protected Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with this Agreement or the related Servicing Agreement, upon written instruction from such Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by the Company, the related Servicer or the Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the request of the Company, the related Servicer or the Master Servicer, and delivery to the Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing Officer substantially in the form of Exhibit G (or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File held in its possession or control to the Company, the related Servicer or the Master Servicer, as applicable. Such trust receipt shall obligate the Company, the related Servicer or the Master Servicer to return the Mortgage File to the Custodian on behalf of the Trustee, when the need therefor by such Person no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the Custodian, on behalf of the Trustee, to the Company, the related Servicer or the Master Servicer.

Section 4.08 Documents, Records and Funds in Possession of Master Servicer, Company and Servicer To Be Held for Trustee.

(a) The Master Servicer shall transmit and the Company or the related Servicer (to the extent required by this Agreement or the related Servicing Agreement) shall transmit to the Trustee or Custodian such documents and instruments coming into the possession of such Person from time to time as are required by the terms hereof, or in the case of the related Servicer, the related Servicing Agreement, to be delivered to the Trustee or Custodian. Any funds received by the Master Servicer, the Company or by the related Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer, the Company or by the related Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit of the Trustee and the Certificateholders subject to the Master Servicer’s right to retain or withdraw from the Master Servicer Collection Account, the Master Servicing Compensation and other amounts provided in this Agreement, and to the right of the Company and the related Servicer to retain its Servicing Fee and other amounts as provided in this Agreement or the related Servicing Agreement. The Master Servicer, the Company and the related Servicer shall provide access to information and documentation regarding the Mortgage Loans to the Trustee and, regarding the Mortgage Loans and their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Certificateholders that are savings and loan associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of such Office and Corporation or examiners of any other federal or state banking or insurance regulatory authority if so required by applicable regulations of the Office of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only upon reasonable request in writing and during normal business hours at the offices of the Master Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible for determining the sufficiency of such information.

(b) 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 Insurance Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property of the Trustee; provided, however, that the Master Servicer, the Company and the related Servicer shall be entitled to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the Master Servicer or such Servicer to the extent provided under this Agreement or the related Servicing Agreement.

Section 4.09 Standard Hazard Insurance and Flood Insurance Policies.

(a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Company and the related Servicer under this Agreement or the related Servicing Agreement to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of this Agreement or the related Servicing Agreement. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in this Agreement and the related Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

(b) Pursuant to Sections 5.01 and 5.06 any amounts collected by the Company, the Servicers or the Master Servicer, or by the Company or the Servicers, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with this Agreement or the Servicing Agreements) shall be deposited by the Company in its Protected Account or by the related Servicer or the Master Servicer into the Master Servicer Collection Account, subject to withdrawal pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable. Any cost incurred by the Master Servicer, the Company or the related Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer, the Company or the related Servicer pursuant to Sections 5.02, 5.04, 5.05 and 5.07, as applicable.

Section 4.10 Presentment of Claims and Collection of Proceeds.

The Master Servicer shall (to the extent provided in this Agreement and the related Servicing Agreement) cause the Company or the Servicer to, 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 policies. Any proceeds disbursed to the Master Servicer (or disbursed to the Company or the related Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Master Servicer Collection Account upon receipt, except that any amounts realized that are to be applied 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 claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

Section 4.11 Maintenance of the Primary Mortgage Insurance Policies.

(a) The Master Servicer shall not take, or authorize the Company or the related Servicer (to the extent such action is prohibited under this Agreement or the related Servicing Agreement) to 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, the Company or the related Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) 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 (including any LPMI Policy) in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not authorize the Company or the related Servicer (to the extent required under this Agreement or the related Servicing Agreement) to, 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 except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.

(b) The Master Servicer agrees to cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to present, on behalf of the Trustee and 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 Sections 5.01 and 5.06, any amounts collected by the Company or the related Servicer under any Primary Mortgage Insurance Policies shall be deposited by the Company in its Protected Account or by the Master Servicer in the Master Servicer Collection Account, subject to withdrawal pursuant to Section 5.07.

Section 4.12 Trustee to Retain Possession of Certain Insurance Policies and Documents.

The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time to time as contemplated by this Agreement. Until all amounts distributable in respect of the Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other documents or instruments that constitute portions of the Mortgage File that come into the possession of the Master Servicer from time to time.

Section 4.13 Realization Upon Defaulted Mortgage Loans.

The Master Servicer shall cause the Company and the related Servicer (to the extent required under this Agreement and the related Servicing Agreement) to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged 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, all in accordance with this Agreement or the related Servicing Agreement.

Section 4.14 Compensation for the Master Servicer.

The Master Servicer will be entitled to receive all income and gain realized from any investment of funds in the Master Servicer Collection Account for the performance of its activities hereunder. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.

Section 4.15 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 related Certificateholders. The Master Servicer shall, to the extent provided in this Agreement or the related Servicing Agreement, cause the Company or the related Servicer to sell, any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. Pursuant to such efforts to sell such REO Property, the Master Servicer shall cause the Company or the related Servicer to protect and conserve, such REO Property in the manner and to the extent required by this Agreement or the related Servicing Agreement, in accordance with the REMIC Provisions and in a manner that does not result in a tax on “net income from foreclosure property” or cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code.

(b) The Master Servicer shall, to the extent required by this Agreement or the related Servicing Agreement, cause the Company or the related Servicer to deposit all funds collected and received in connection with the operation of any REO Property in the related Protected Account.

(c) The Master Servicer and the Company or the related Servicer, upon the final disposition of any REO Property, shall be entitled to reimbursement for any related unreimbursed Advances and other unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly Advances 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.

(d) To the extent provided in this Agreement or the related Servicing Agreement, the Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the Company or the related Servicer as provided above, subject to approval by the Master Servicer, shall be deposited in the related Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the related Master Servicer Collection Account on the next succeeding Remittance Date.

Section 4.16 Annual Statement as to Compliance.

The Company as a Servicer, the Master Servicer and the Trustee shall deliver (or otherwise make available) to the Depositor and the Trustee not later than March 15^th 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 or other applicable servicing agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or other applicable servicing 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 of the cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall enforce the obligations of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual Statement of Compliance by that Servicer to the Depositor and the Trustee as described above as and when required with respect to the Master Servicer. In the event that certain servicing responsibilities with respect to any Mortgage Loan have been delegated by the Company, the Master Servicer, the Trustee or a Servicer to a subservicer or subcontractor, each such entity shall cause such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver a similar Annual Statement of Compliance by such subservicer or subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Master Servicer or the related Servicer (as the case may be).

Failure of the Company to comply with this Section 4.16 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.16 (including with respect to the timeframes required herein) shall be deemed an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately 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 without compensating the Master Servicer for the same (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 4.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall be deemed a default and the Depositor shall, in addition to whatever rights the Depositor may have under this Agreement and at law or 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 Company, 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 4.16 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 4.17 Assessments of Compliance and Attestation Reports.

Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Trustee and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) each at its own expense shall deliver (or otherwise make available) to the Master Servicer, the Trustee and the Depositor on or before March 15^th of each calendar year beginning in 2008, a report 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 an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party;

(b) A statement by an authorized 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 the related 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.

On or before March 15^th 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 enforce the obligation of each Servicer to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Trustee shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Trustee, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Trustee, as applicable, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided under the terms of the related Servicing Agreement.

Pursuant to this Agreement or the related Servicing Agreement, the related Servicer, or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, is obligated to provide such Assessment of Compliance and Attestation Report on the 1st of March and in no event later than the 15th of March each year that the related Mortgage Loans are serviced under this Agreement or the applicable Servicing Agreement. The Master Servicer shall deliver to the Trustee any such Assessment of Compliance and Attestation Report received from a Servicer or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, within two Business Days of such receipt but in no event later than two Business Days following the 15th day of March for each year for which a report on Form 10-K is required to be filed with respect to the Trust Fund. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Trustee shall confirm that each of the Assessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance and Attestation Report 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 Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee: (A) any Company 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 Company or, to the best of the Company’s knowledge, any such subservicer, and (C) the Company’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Company’s obligations as Servicer.

In addition, the Company as a 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 Company would otherwise have to provide such information:

(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and

(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).

The Custodian shall deliver to the Master Servicer, the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund.

Failure of the Company to comply with this Section 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.17 (including with respect to the timeframes required herein) shall constitute an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately 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 without compensating the Master Servicer for the same (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall constitute a default and the Depositor shall, in addition to whatever rights the Depositor may have under this Agreement and at law or 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 (but subject to the Trustee’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

In the event the Company, the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 4.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Section 4.18 Reports Filed with Securities and Exchange Commission.

(a) (i) (A) 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 Distribution Report on 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 five (5) calendar days after the related Distribution Date, all information required to be provided to the Trustee as described in clause (a)(iv) below. Any disclosure that is in addition to the Monthly Statement and 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, pursuant to the paragraph immediately below, and approved for inclusion by the Depositor, 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 in the case where the Trustee is the reporting party as set forth in Exhibit O) and approval.

(B) Within five (5) calendar days after the related Distribution Date, (i) the parties set forth in Exhibit O shall be required to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below, to the Trustee and the Depositor, to the extent known by a responsible officer thereof, 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. Subject to the foregoing, 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-D Disclosure information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section.

(C) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trustee forwards a copy of the Form 10-D no later than the 10^th calendar day after the Distribution Date), the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 10-D is in final form and the Trustee may proceed with the execution and filing of the Form 10-D. No later than the 13th 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 shall follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee shall make available on its internet website identified in Section 6.06 a final executed copy of each Form 10-D filed by the Trustee. 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 the questions should be “no”. The Trustee shall be entitled to rely on the representations in Section 2.04(vi) and in any such notice in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of their respective duties under Sections 4.18(a)(i) and (v) related to the timely preparation, execution 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. Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

(ii) (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 for inclusion 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 Form 8-K Disclosure Information absent such reporting (other than in the case where the Trustee 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 the close of business 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 4.18(a)(iv) below to provide, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, to the Trustee and the Depositor, to the extent known by a responsible officer thereof, 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 shall 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 Depositor shall be responsible for any reasonable fees and expenses assessed or 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 copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, no later than noon New York City time on the 4^th 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. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Trustee forwards a copy of the Form 8-K no later than noon New York time on the third Business Day after the Reportable Event), the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 8-K is in final form and the Trustee may proceed with the execution and filing of the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee shall follow the procedures set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee shall, make available on its internet website a final executed copy of each Form 8-K filed by the Trustee. The signing party for the Master Servicer can be contacted at 000-000-0000. The parties to this Agreement acknowledge that the performance by Master Servicer and the Trustee of their respective duties under this Section 4.18(a)(ii) related to the timely preparation, execution 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 4.18(a)(ii). Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.

(iii) (A) 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 compliance statement for the Company as a Servicer, the Master Servicer, each Servicer, the Trustee and any subservicer or subcontractor, as applicable, as described under Section 4.16, (II)(A) the annual reports on assessment of compliance with Servicing Criteria for the Company as a Servicer, each Servicer, the Master Servicer, each subservicer and subcontractor participating in the servicing function, the Trustee and the Custodian, as described under Section 4.17, and (B) if any such report on assessment of compliance with Servicing Criteria described under Section 4.17 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under Section 4.17 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 Company, each Servicer, the Master Servicer, the Trustee, each subservicer, each subcontractor, as applicable, and the Custodian, as described under Section 4.17, and (B) if any registered public accounting firm attestation report described under Section 4.17 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 as described in Section 4.18(a)(iii)(D) below (provided, however, that the Trustee, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). 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 for inclusion 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 in the case where the Trustee is the reporting party as set forth in Exhibit O) and approval.

(B) No later than March 15^th 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, and the Master Servicer shall enforce the obligation of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 4.18(a)(iv) below to the Trustee and the Depositor, to the extent known by a responsible officer thereof, 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 Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.

(C) After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within three Business Days after receipt of such copy, but no later than March 25^th (provided that, the Trustee forwards a copy of the Form 10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 10-K is in final form and the Trustee may proceed with the execution and filing of the Form 10-K. No later than the close of business Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master 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 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee shall make available on its internet website a final executed copy of each Form 10-K filed by the Trustee. The signing party for the Master Servicer can be contacted at 000-000-0000. 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 March 15th of each year in which the Trust is subject to the requirements of the Exchange Act with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”. The Trustee shall be entitled to rely on the representations in Section 2.04(vi) and in any such notice in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of their respective duties under Sections 4.18(a)(iv) and (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and Sections 4.16 and Section 4.17. Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute 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 to prepare, arrange for execution or file such Form 10-K.

(D) Each Form 10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which shall be signed by the Certifying Person and delivered to the Trustee no later than March 15^th of each year in which the Trust is subject to the reporting requirements of the Exchange Act. The Master Servicer shall cause any Servicer, and any subservicer or subcontractor engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act (or such other date specified in the related Servicing Agreement) 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. In addition, the Company as a Servicer and the Trustee shall sign a Back-Up Certification substantially in the form of Exhibit V; provided, however, that the Company and the Trustee shall not be required to undertake an analysis of any accountant’s report attached as an exhibit to the Form 10-K. An officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at 000-000-0000.

(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, 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 4.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit P. Each of the Company as a Servicer, the Master Servicer, the Seller, the Trustee and the Depositor hereby agrees to notify and provide, and the Master Servicer shall enforce the obligation (to the extent provided in the related Servicing Agreement) of each Servicer to notify and provide, to the extent known to the Company as a Servicer, the Master Servicer, the Seller, 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. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Disclosure information pursuant to this Section.

So long as the Depositor is subject to the filing requirements of the Exchange Act with respect to the Trust Fund, the Trustee shall notify the Depositor of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together with a description thereof, no later than the date on which such information is required of other parties hereto as set forth under this Section 4.18. In addition, the Trustee shall notify the Depositor of any affiliations or relationships that develop after the Closing Date between the Trustee and the Depositor, the Seller, the Master Servicer or the Custodian of the type described under Item 1119 of Regulation AB, together with a description thereof, no later than March 15 of each year that the trust is subject to the Exchange Act reporting requirements, commencing in 2008. Should the identification of any of the Depositor, the Seller, the Master Servicer or the Custodian change, the Depositor shall promptly notify the Trustee.

(v) (A) On or prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall prepare and 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 Form 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 shall promptly notify the Depositor and the Master Servicer. In the case of Form 10-D and 10-K, the Depositor, the Master Servicer and the Trustee shall cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA 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 Form 8-K, 10-D or 10-K needs to be amended, and such amendment relates to any Additional Disclosure, the Trustee shall notify the Depositor and the parties affected thereby and such parties will cooperate to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master Servicer. The parties hereto acknowledge that the performance by the Master Servicer and the Trustee of their respective duties under this Section 4.18(a)(v) related to the timely preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor timely performing their duties under this Section. Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 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, 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 4.18; 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. Fees and expenses incurred by the Trustee in connection with this Section 4.18 shall not be reimbursable from the Trust Fund.

(b) The Trustee shall indemnify and hold harmless, the Company, 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 4.16, 4.17 and 4.18 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 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 (i) any untrue statement or alleged untrue statement of any material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Trustee on its behalf or on behalf of any subservicer or subcontractor engaged by the Trustee pursuant to Section 4.16, 4.17 or 4.18 (the “Trustee Information”), or (ii) any 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 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.

The Depositor shall indemnify and hold harmless the Trustee 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 obligations of the Depositor under Sections 4.16, 4.17 and 4.18 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer, the Trustee and each of 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 (i) any untrue statement or alleged untrue statement of any material fact contained in any Additional Disclosure provided by the Depositor that is required to be filed pursuant to this Section 4.18 (the “Depositor Information”), or (ii) any 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 this paragraph shall be construed solely by reference to the Depositor Information that is required to be filed 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.

The Master Servicer shall indemnify and hold harmless the Company, the Trustee and the Depositor and each of its 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 Sections 4.16, 4.17 and 4.18 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 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 Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 4.16, 4.17 or 4.18 (the “Master Servicer Information”), or (ii) any 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 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.

The Company shall indemnify and hold harmless the Depositor, the Trustee 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 obligations of the Company under Sections 4.16, 4.17 and 4.18 or the Company’s negligence, bad faith or willful misconduct in connection therewith including any failure by the Company to identify any subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB. In addition, the Company shall indemnify and hold harmless the Depositor and the Master Servicer and each of their respective officers, directors and affiliates and the Master Servicer 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, any Annual Statement of Compliance, any Assessment of Compliance or any Additional Disclosure provided by the Company on its behalf or on behalf of any subservicer or subcontractor pursuant to Section 4.16, 4.17 or 4.18 (the “Company Information”), (ii) any breach by the Company of a representation, warranty or covenant set forth in Section 2.03(a)(vii) and Section 2.03(b)(i-iii) and (iii) any 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 this paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in connection with the Certificates, without regard to whether the Company 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 Company, the Depositor, the Trustee or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which it is providing indemnification under this Section 4.18(b), 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.

The indemnification provisions set forth in this Section 4.18(b) shall survive the termination of this Agreement or the termination of any party to this Agreement.

(c) Failure of the Company to comply with this Section 4.18 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.18 (including with respect to the timeframes required herein) shall, constitute an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately 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 without compensating the Master Servicer for the same (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 4.18 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall, constitute a default and the Depositor shall, in addition to whatever rights the Depositor may have under this Agreement and at law or 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 (but subject to the Trustee’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In connection with the termination of the Master Servicer or the Trustee pursuant to this Section 4.18(d), the Trustee shall be entitled to reimbursement of all costs and expenses associated with such termination to the extent set forth in Section 10.05. Notwithstanding anything to the contrary in this Agreement, no Event of Default by the Master Servicer or default by the Trustee shall have occurred with respect to any failure to properly prepare, execute and/or timely file any report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure results from any party’s inability or failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file any such report, Form or amendment, and does not result from its own negligence, bad faith or willful misconduct.

In the case of any failure of performance described above, the Company shall promptly reimburse the Depositor, the Master Servicer and the Trustee for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered pursuant to this Section 4.18 as required by the Company, any subservicer or any subcontractor.

(d) Notwithstanding the provisions of Section 12.01, this Section 4.18 may be amended without the consent of the Certificateholders.

(e) Any report, notice or notification to be delivered by the Company, the Master Servicer or the Trustee to the Depositor pursuant to this Section 4.18, may be delivered via email to XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification, telephonically by calling Reg AB Compliance Manager at 000-000-0000.

Section 4.19 Intention of the Parties and Interpretation.

Each of the parties acknowledges and agrees that the purpose of Sections 4.16, 4.17 and 4.18 of this Agreement is to facilitate compliance by the Seller, the Depositor, the Trustee and the Master Servicer 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 Depositor, the Master Servicer or the Trustee for delivery of additional or different information as the Seller, the Depositor, the Master Servicer or the Trustee 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 obligations of the parties to this transaction as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

Section 4.20 UCC.

The Seller shall file any financing statements, continuation statements or amendments thereto required by any change in the Uniform Commercial Code.

Section 4.21 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.

If at any time EMC remits to the Master Servicer a payment for deposit in the Master Servicer Collection 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 Master Servicer Collection 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 of 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.

ARTICLE V

ACCOUNTS

Section 5.01 Collection of Mortgage Loan Payments; Protected Account.

(a) The Company 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 related to the EMC Mortgage Loans are located to collect all payments called for under the terms and provisions of the EMC 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 Company may in its discretion (i) waive any late payment charge and (ii) extend the due dates for payments due on a Mortgage Note related to an EMC Mortgage Loan for a period not greater than 125 days. In the event of any such arrangement, the Company shall make Advances on the related EMC Mortgage Loan during the scheduled period in accordance with the amortization schedule of such EMC Mortgage Loan without modification thereof by reason of such arrangements, and shall be entitled to reimbursement therefor in accordance with Section 6.01. The Company shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. In addition, if (x) an EMC Mortgage Loan is in default or default is reasonably foreseeable, and in accordance with the guidelines of EMC’s Master Servicing Asset Authority Levels, attached as Exhibit W, if the Company may also waive, modify or vary any term of any EMC 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 EMC Mortgage Loan by adding such amount to the outstanding principal balance of the EMC 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 EMC Mortgage Loan, but in no instance past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject to clause (y) below), provided that, in the Company’s determination, such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action), or (y) the Company delivers to the Trustee a certification addressed to the Trustee, based on the advice of counsel or certified public accountants, in either case, that have a national reputation with respect to taxation of REMICs, that a modification of such EMC Mortgage Loan will not result in the imposition of taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V the Company may, (A) amend the related Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such reduced Mortgage Rate shall in no event be lower than 5.00% with respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related to an EMC Mortgage Loan to extend to the maturity thereof.

In accordance with the standards of the first paragraph of Section 3.01, the Company shall not waive (or permit a sub-servicer to waive) any Prepayment Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related EMC Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is required to pay the amount of such waived Prepayment Charge, for the benefit of Class P Certificates, by remitting such amount to the Master Servicer by the Remittance Date.

(b) The Company 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 Company for the benefit of the Trustee on behalf of the Certificateholders and designated “Xxxxx Fargo Bank, National Association, in trust for registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates Series 2007-AC2”. The Company 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 EMC Mortgage Loans subsequent to the Cut-off Date (other than in respect of principal and interest due on the EMC 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 EMC Mortgage Loans;

(ii) all payments on account of interest on the EMC Mortgage Loans net of the related Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;

(iii) all Liquidation Proceeds and Insurance Proceeds with respect to any EMC Mortgage Loans, other than proceeds to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Company’s normal servicing procedures;

(iv) any amount required to be deposited by the Company pursuant to Section 5.01(c) in connection with any losses on Permitted Investments;

(v) any amounts required to be deposited by the Company pursuant to Section 3.05;

(vi) any Prepayment Charges collected on the EMC Mortgage Loans; and

(vii) any other amounts required to be deposited hereunder.

The foregoing requirements for remittance by the Company 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 Company. In the event that the Company shall remit any amount not required to be remitted and not otherwise subject to withdrawal pursuant to Section 5.02, 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 Company 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 items requiring reconciliation will be resolved within 90 calendar days of their original identification. All funds deposited in the Protected Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 5.02.

(c) The institution that maintains the Protected Account shall invest the funds in the Protected Account, in the manner directed by the Company, in Permitted Investments which shall mature not later than the Remittance Date and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income and gain net of any losses realized from any such investment shall be for the benefit of the Company 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 Company into the Protected Account, out of the Company’s own funds.

(d) The Company shall give at least 30 days advance notice to the Trustee, the Mortgage Loan Sellers, the Master Servicer, each Rating Agency and the Depositor of any proposed change of location of the Protected Account prior to any change thereof.

Section 5.02 Permitted Withdrawals From the Protected Account.

(a) The Company 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 Company), 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 Company for Advances made by it with respect to the Mortgage Loans, provided, however, that the Company’s right of reimbursement pursuant to this subclause (ii) shall be limited to amounts received on particular EMC Mortgage Loan(s) (including, for this purpose, Insurance Proceeds and Subsequent Recoveries) that represent late recoveries of payments of principal and/or interest on such particular EMC Mortgage Loan(s) in respect of which any such Advance was made;

(iii) to reimburse the Company for any previously made portion of a Servicing Advance or an Advance made by the Company that, in the good faith judgment of the Company, will not be ultimately recoverable by it from the related Mortgagor, any related Insurance Proceeds or otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to clause (ii) or clause (v), upon prior approval from the Master Servicer. The Master Servicer shall provide such approval or denial to the Company no later than thirty (30) days after reeipt of such claim; provided, however, such claim must be complete with all supporting documentation;

(iv) to reimburse the Company from Insurance Proceeds for Insured Expenses covered by the related Insurance Policy;

(v) to pay the Company any unpaid Servicing Fees and to reimburse it for any unreimbursed Servicing Advances, provided, however, that the Company’s right to reimbursement for Servicing Advances pursuant to this subclause (v) with respect to any EMC Mortgage Loan shall be limited to amounts received on particular EMC Mortgage Loan(s) (including, for this purpose, Insurance Proceeds 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, the Depositor or itself, as applicable, with respect to each EMC Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 4.21 of this Agreement, all amounts received thereon and not taken into account in determining the related Stated Principal Balance of such repurchased EMC Mortgage Loan;

(vii) to pay any expenses recoverable by the Company pursuant to Section 8.04 of this Agreement;

(viii) to withdraw pursuant to Section 5.01 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 11.01 hereof.

In addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the Company shall withdraw from the Protected Accounts and remit to the Master Servicer the amount required to be withdrawn therefrom pursuant to Section 5.05 hereof. With respect to any remittance received by the Master Servicer from the Company after the date on which such remittance was due, the Company shall pay to the Master Servicer interest on any such late remittance at an annual rate equal to the prime rate announced to be in effect from time to time as published as the average rate in The Wall Street Journal (Northeast Edition), plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in the Company’s Protected Account by the Company on the date such late payment is made and shall cover the period commencing with the day following the date on which such remittance was due and ending with the Business Day on which such remittance is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default with respect to the Company.

The Company 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) and (vi) above. Prior to making any withdrawal from the Protected Account pursuant to subclause (iii), the Company 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 Company to be a Nonrecoverable Advance and identifying the related EMC Mortgage Loan(s), and their respective portions of such Nonrecoverable Advance.

Section 5.03 Reports to Master Servicer.

(i) On or before the fifth Business Day of each month (or, with respect to information as to Full Principal Prepayments and prepayment penalties no later than one (1) Business Day after the end of each Prepayment Period), the Company shall furnish to the Master Servicer electronically in a format acceptable to the Master Servicer loan accounting reports in the investor’s assigned loan number order to document the payment activity on each EMC Mortgage Loan on an individual mortgage loan basis and containing the data required by the forms attached hereto as Exhibit S, Exhibit T and Exhibit U, Exhibit X, Exhibit Y, Exhibit Z, Exhibit AA and Exhibit BB or in a format mutually agreed upon between the Company and the Master Servicer.

In addition, the Company shall provide to the Master Servicer and the Depositor:

(ii) any and all information and appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Depositor or any such other participant shall request upon reasonable demand; and

(iii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Depositor and the Company or any such other participant.

Section 5.04 Collection of Taxes; Assessments and Similar Items; Escrow Accounts.

With respect to each EMC Mortgage Loan, to the extent required by the related Mortgage Note, the Company 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 Company) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Company 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 Company out of related collections for any payments made with respect to each EMC 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 EMC 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 11.01 thereof. The Escrow Account shall not be a part of the Trust Fund.

Section 5.05 Servicer Protected Accounts.

(a) The Master Servicer shall enforce the obligation of the Company and the Servicers to establish and maintain a Protected Account in accordance with this Agreement and the Servicing Agreements, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within one Business Day (or as of such other time specified in the Servicing Agreements) of receipt all collections of principal and interest on any Mortgage Loan and with respect to any REO Property received by the Company or the related Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries, and advances made from the Company’s or such Servicer’s own funds (less servicing compensation as permitted by this Agreement or the related Servicing Agreement) and all other amounts to be deposited in the Protected Accounts. Each of the Company and the Servicers are hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes required or permitted by this Agreement. To the extent provided in this Agreement or any Servicing Agreement, the Protected Account shall be held in a Designated Depository Institution and segregated on the books of such institution in the name of the Trustee for the benefit of Certificateholders.

(b) To the extent provided in this Agreement or any Servicing Agreement, amounts on deposit in a Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds, such Permitted Investments to mature, or to be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Distribution Account, and shall be held until required for such deposit. The income earned from Permitted Investments made pursuant to this Section 5.05 shall be paid to the Company or the related Servicer under this Agreement or the related Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the Company or the related Servicer, as the case may be. The Company or the related Servicer (to the extent provided in this Agreement or the related Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders.

(c) To the extent provided in this Agreement or the related Servicing Agreement and subject to this Article V, on or before each Remittance Date, the Company or the related Servicer shall withdraw or shall cause to be withdrawn from its Protected Account and shall immediately deposit or cause to be deposited in the Distribution Account amounts representing the following collections and payments (other than with respect to principal of or interest on the Mortgage Loans due on or before the Cut-off Date):

(i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by the Company or the related Servicer pursuant to the related Servicing Agreement which were due on or before the related Due Date, net of the amount thereof comprising the Servicing Fees;

(ii) Full Principal Prepayments and any Liquidation Proceeds received by the Company or the related Servicer with respect to such Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing Fees and LPMI Fees, if any;

(iii) Partial Principal Prepayments received by the Company or the related Servicer for such Mortgage Loans in the related Prepayment Period;

(iv) Any amount to be used as an Advance; and

(v) The amount of any Prepayment Charges collected with respect to the Mortgage Loans and the amount of any Prepayment Charges paid by the Company or the related Servicer in connection with the waiver of a Prepayment Charge in a manner that is not permitted under this Agreement or the related Servicing Agreement.

(d) Withdrawals may be made from a Protected Account by the Company as described in Section 5.02 hereof and by the Master Servicer or the related Servicer only to make remittances as provided in Section 5.05(c); to reimburse the Master Servicer or the Servicer for Advances which have been recovered by subsequent collection from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 11.01. As provided in Section 5.05(c) certain amounts otherwise due to the related Servicer may be retained by the related Servicer and need not be deposited in the Master Servicer Collection Account.

Section 5.06 Master Servicer Collection Account.

The Master Servicer shall establish and maintain in the name of the Trustee, for the benefit of the Holders of the Certificates, the Master Servicer Collection Account as a segregated trust account or accounts. The Master Servicer Collection Account shall be an Eligible Account. The Master Servicer will deposit in the Master Servicer Collection Account as identified by the Master Servicer and as received by the Master Servicer, the following amounts:

(i) any Advance and any Compensating Interest Payments;

(ii) any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Master Servicer or which were not deposited in a Protected Account;

(iii) the Purchase Price with respect to any Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 5.09 of this Agreement as the payment of such a Purchase Price, the Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 4.21, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 11.01;

(iv) any amounts required to be deposited with respect to losses on investments of deposits in an Account; and

(v) any other amounts received by or on behalf of the Master Servicer or the Trustee and required to be deposited in the Master Servicer Collection Account pursuant to this Agreement.

All amounts deposited to the Master Servicer Collection Account shall be held by the Master Servicer in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Master Servicer Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Servicer to the Distribution Account or the Master Servicer Collection Account, as applicable. Reconciliations will be prepared for the Master Servicing Collection Account within 45 calendar days after the bank statement cut-off date. In the event that the Master Servicer shall deposit or cause to be deposited in the Distribution Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

Section 5.07 Permitted Withdrawals From the Master Servicer Collection Account.

The Master Servicer may from time to time make withdrawals from the Master Servicer Collection Account for the following purposes:

(i) to reimburse the Master Servicer, the Company or the related Servicer for any Advance or Servicing Advance of its own funds, the right of the Master Servicer, the Company or the related Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or recoveries of the principal of or interest on such Mortgage Loan respecting which such Advance or Servicing Advance was made;

(ii) to reimburse the Master Servicer, the Company or the related Servicer from Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer, the Company or the related Servicer in good faith in connection with the restoration of the related Mortgaged Property which was damaged by an uninsured cause or in connection with the liquidation of such Mortgage Loan;

(iii) to reimburse the Master Servicer, the Company or the related Servicer from Insurance Proceeds relating to a particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the Master Servicer, the Company or the related Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the Master Servicer shall not be entitled to reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a) to the Master Servicer; and (ii) such Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;

(iv) to reimburse the Master Servicer, the Company or a Servicer for advances of funds pursuant to this Agreement or the related Servicing Agreement, and the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were made;

(v) to reimburse the Master Servicer, the Company or a Servicer for any Advance or advance, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or advance has not been reimbursed pursuant to clauses (i) through (iv);

(vi) to pay the Master Servicer as set forth in Section 4.14;

(vii) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02 or otherwise reimbursable to it pursuant to this Agreement;

(viii) to pay to the Master Servicer, as additional servicing compensation, any Excess Liquidation Proceeds to the extent not retained by the Company or the related Servicer;

(ix) to reimburse or pay the Company or the related Servicer any such amounts as are due thereto under this Agreement or the related Servicing Agreement and have not been retained by or paid to the Company or the related Servicer, to the extent provided herein and in the related Servicing Agreement;

(x) the Purchase Price with respect to any Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 5.09 of this Agreement as the payment of such a Purchase Price, the Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 4.21, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 11.01;

(xi) any amounts required to be deposited with respect to losses on investments of deposits in the Master Servicer Collection Account;

No later than noon New York time on the Distribution Account Deposit Date for each Distribution Date, after making all applicable withdrawals with respect to such Distribution Date, the Master Servicer shall transfer all funds on deposit in the Master Servicer Collection Account to the Trustee for deposit in the Distribution Account.

The Master Servicer will, from time to time on demand of the Company, a Servicer or the Trustee, make or cause to be made such withdrawals or transfers from the account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the account pursuant to Section 11.01 and remove amounts from time to time deposited in error.

In addition, on or before the Business Day prior to each Distribution Date, the Master Servicer shall deposit in the Distribution Account (or remit to the Trustee for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the Mortgage Loans.

The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement from the Master Servicer Collection Account pursuant to subclauses (i) through (iv), inclusive, and (vi) or with respect to any such amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer without being deposited in the Master Servicer Collection Account.

Section 5.08 Distribution Account.

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. The Distribution Account shall be an Eligible Account. No later than noon New York time on the Distribution Account Deposit Date for each Distribution Date, after making all applicable withdrawals with respect to such Distribution Date, the Master Servicer will transfer all funds on deposit in the Master Servicer Collection Account to the Trustee for deposit in the Distribution Account pursuant to Section 5.07 and any other amounts received by or on behalf of the Master Servicer and required to be deposited in the Distribution Account pursuant to this Agreement.

(a) All amounts deposited in 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. The requirements for crediting the Distribution 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, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited in the Distribution Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

(b) The Distribution Account shall constitute a trust 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 held either uninvested in a trust or deposit account of the Trustee with no liability for interest or other compensation thereof or invested in the name of the Trustee, in such Permitted Investments as may be selected by the Trustee which mature not later than the Business Day next preceding the succeeding Distribution Date, except if such Permitted Investment is an obligation of or is managed by the institution that maintains such fund or account, then such Permitted Investment shall mature not later than such Distribution Date. Permitted Investments in respect of the Distribution Account shall not be sold or disposed of prior to their maturity. 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 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 in the Distribution Account. 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 5.09 Permitted Withdrawals and Transfers from the Distribution Account.

(a) The Trustee will make such withdrawals or transfers from the Distribution Account:

(i) to reimburse the Trustee or the Custodian for expenses, costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;

(ii) to pay the Trustee as set forth in Section 10.05;

(iii) to remove amounts deposited in error;

(iv) to clear and terminate the Distribution Account pursuant to Section 11.01; and

(v) On each Distribution Date, the Trustee shall distribute the Interest Funds and Principal Funds to the extent of funds on deposit in the Distribution Account to the Holders of the Certificates in accordance with the Remittance Report upon which the Trustee may conclusively rely.

ARTICLE VI

DISTRIBUTIONS AND ADVANCES

Section 6.01 Advances.

(a) The Company shall make an Advance with respect to any EMC Mortgage Loan and remit such Advance to the Master Servicer for deposit in the Master Servicer Collection Account no later than 1:00 p.m. Eastern time on the Remittance Date in immediately available funds. The Master Servicer shall cause the related Servicer to remit any such Advance required pursuant to the terms of the related Servicing Agreement. The Company or the related Servicer, as applicable, shall be obligated to make any such Advance only to the extent that such advance would not be a Nonrecoverable Advance. If the Company or the related 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 Company or the related Servicer, as the case may be, shall deliver (i) to the Master Servicer for the benefit of the Certificateholders constituting the portion of such Advance that is not deemed nonrecoverable, if applicable, and (ii) to the Depositor, the Master Servicer, 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 Servicer fails to make a required Advance, the Master Servicer, as successor 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 Company may (i) cause to be made an appropriate entry in its records relating to the Protected Account that any Amounts Held for Future Distribution has been used by the Company in discharge of its obligation to make any such Advance and (ii) transfer such funds from the Protected Account to the Master Servicer Collection Account. Any funds so applied and transferred shall be replaced by the Company by deposit in the Master Servicer Collection Account, no later than the close of business on the Remittance Date immediately preceding the Distribution Date on which such funds are required to be distributed pursuant to this Agreement.

The Company 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 5.02. The obligation to make Advances with respect to any EMC Mortgage Loan shall continue until such EMC 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 6.01.

(b) If the Company or the related Servicer was required to make an Advance pursuant to this Agreement or the related Servicing Agreement and fails to make any required Advance, in whole or in part, the Master Servicer, as successor servicer, or an other successor servicer appointed by it, will remit to the Trustee, who in turn will deposit in the Distribution Account not later than the Business Day prior to the Distribution Date an amount equal to such required Advance to the extent not otherwise paid by the related Servicer, net of the Servicing Fee for such Mortgage Loan except to the extent the Master Servicer determines any such Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such Advance was made. Subject to the foregoing, the Master Servicer shall continue to make such Advances through the date that the Company or the related Servicer is required to do so under this Agreement or the related Servicing Agreement, as applicable. If applicable, on the Business Day prior to the related Distribution Date, the Master Servicer shall present an Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects not to make an Advance in a stated amount and (ii) detailing the reason it deems the advance to be nonrecoverable.

Subject to and in accordance with the provisions of Article IX hereof, in the event the Master Servicer fails to make such Advance, then the Trustee, as Successor Master Servicer, shall be obligated to make such Advance, subject to the provisions of this Section 6.01, in accordance with and subject to the terms of this Agreement (including its rights of reimbursement hereunder).

Section 6.02 Compensating Interest Payments.

(a) 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 EMC Mortgage Loan, the Company 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 Remittance Date immediately preceding such Distribution Date, an amount equal to the Prepayment Interest Shortfall; and in case of such deposit, the Company shall not be entitled to any recovery or reimbursement from the Depositor, the Trustee, the Seller, the Master Servicer, the Trust Fund or the Certificateholders.

(b) The Master Servicer shall cause each Servicer under the related Servicing Agreement to remit any required Compensating Interest Payments to the Distribution Account on the Remittance Date..

Section 6.03 REMIC Distributions.

On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC Regular Interests, the Class C Interest and the Class P Interest in accordance with Section 6.07 hereof.

Section 6.04 Distributions.

(a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds 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) To the Class A-1, Class A-2 and Class X Certificates, the Current Interest and any Interest Carry Forward Amount for each such Class, pro rata in accordance with the amount of accrued interest due thereon; and

(B) From remaining Interest Funds, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 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 will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount. Any Remaining Excess Spread together with any Overcollateralization Release Amount will be applied as Excess Cashflow and distributed pursuant to clauses (3)(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 as set forth in the definition of “Current Interest” herein.

(2) On each Distribution Date, the Principal Distribution Amount shall be distributed in the following manner and order of priority:

(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect:

(i) To the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date until the Certificate Principal Balance thereof has been reduced to zero;

(ii) To the Class A-2 Certificates, the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero;

(iii) To the Class M-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;

(iv) To the Class M-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;

(v) To the Class M-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;

(vi) To the Class M-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;

(vii) To the Class B-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;

(viii) To the Class B-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero;

(ix) To the Class B-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero; and

(x) To the Class B-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance thereof is reduced to zero.

(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect:

(i) To the Class A-1 Certificates, the Class A Principal Distribution Amount for such Distribution Date until the Certificate Principal Balance thereof has been reduced to zero;

(ii) To the Class A-2 Certificates, the remaining Class A Principal Distribution Amount for such Distribution Date until the Certificate Principal Balance thereof has been reduced to zero;

(iii) To the Class M-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(iv) To the Class M-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(v) To the Class M-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(vi) To the Class M-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(vii) To the Class B-1 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(viii) To the Class B-2 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;

(ix) To the Class B-3 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and

(x) To the Class B-4 Certificates, from any remaining Principal Distribution Amount for such Distribution Date, the Class B-4 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero.

(3) Any Excess Cashflow shall be distributed in the following manner and order of priority:

(A) To the Class A Certificates and Class X Certificates, any remaining Interest Carry Forward Amount for such Classes, pro rata, 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;

(B) To the Class A Certificates, any Unpaid Realized Loss Amount for the Class A Certificates, on a pro rata basis, for such Distribution Date, in accordance with the Applied Realized Loss Amount allocated to each such Class;

(C) From any remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, an amount equal to the Interest Carry Forward Amount for each such Class;

(D) From any remaining Excess Cashflow otherwise distributable to the Class C Interest and the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for such Classes for such Distribution Date, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry Forward Amount for each such Class, to the extent 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 otherwise distributable to the Class C Interest and the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, sequentially in that order, any Basis Risk Shortfall Carry Forward Amount for each such Class, for such Distribution Date, if any, 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;

(F) From any remaining Excess Cashflow, to the Class A Certificates and Class X 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 B-1, Class B-2, Class B-3 and Class B-4 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;

(G) From any remaining Excess Cashflow, to the Class C Interest and Class C Certificates, an amount equal to the Class C Distribution Amount reduced by amounts distributed in clauses (D) and (E) 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 amount remains.

In addition, notwithstanding the foregoing, on any Distribution Date after the Distribution Date on which the Certificate Principal Balance of the Class of Class A, Class B or Class M Certificates or Notional Amount of the Class X Certificates has been reduced to zero, that Class of Certificates will be retired and will no longer be entitled to distributions, including distributions in respect of Prepayment Interest Shortfalls or Basis Risk Shortfall Carry Forward Amounts.

(b) Subject to Section 11.02 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 (i) such Holder has so notified the Trustee at least 5 Business Days prior to the related Record Date and (ii) such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest aggregating 10% or more with respect to such Class 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 11.02 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.

(c) On or before 2:00 p.m. Central Standard Time on the fifth Business Day immediately preceding each Distribution Date, the Master Servicer shall deliver a report to the Trustee in the form of a computer readable magnetic tape (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 direct the Trustee in writing to make the required distributions for the related Distribution Date (the “Remittance Report”); provided, however, in no event shall the Master Servicer be required to deliver such information to the Trustee earlier than 2:00 p.m. Central Standard Time on the 19th calendar day of the month.

Section 6.05 Allocation of Realized Losses.

(a) All Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date as follows: first, to Excess Spread through an increased distribution of the Extra Principal Distribution Amount for such Distribution Date; second, to the Class C Interest and Class C Certificates, until the Certificate Principal Balance or Uncertificated Principal Balance thereof, as applicable, has been reduced to zero; third, to the Class B-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and eleventh, to the Class A Certificates, on a pro rata basis, in reduction of the Certificate Principal Balances thereof, until 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 the Class C Interest on any Distribution Date shall be made by reducing the Certificate Principal Balance or Uncertificated Principal Balance thereof by the amount so allocated; any allocation of Realized Losses to Excess Spread shall be made by reducing the amount otherwise payable in respect of the Class C Interest and the Class C Certificates pursuant to clause (G) of Section 6.04(a)(3).

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 C 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.

(i) All Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC I Regular Interests in the following specified percentages: first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount (without duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances of REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-4 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-3 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest B-1 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-4 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC I Regular Interest M-1 has been reduced to zero; and eleventh, to the Uncertificated Principal Balance of REMIC I Regular Interest AA, 98.00%, to the Uncertificated Principal Balances of REMIC I Regular Interests A-1 and A-2, 1.00% pro rata, and to the Uncertificated Principal Balance of REMIC I Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances of such REMIC I Regular Interests A-1 and A-2 have been reduced to zero.

(ii) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC II Regular Interests in the same manner and priority as Realized Losses are allocated to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, to the Class C Interest, pursuant to Section 6.05(a).

Section 6.06 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 and the Depositor a statement setting forth for the Certificates:

(i) the applicable accrual periods 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 related Servicer or the Company for the related Due Period;

(iv) the amount of the related distribution to Holders of the Class A, Class X, Class M and Class B Certificates (by Class) allocable to principal, separately identifying (A) the aggregate amount of any Principal Prepayments included therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra Principal Distribution Amount (if any);

(v) the amount of such distribution to Holders of each Class of Class A, Class X, Class M and Class B Certificates allocable to interest

(vi) the amount of the distribution made on such Distribution Date to the Holders of the Class P Certificates allocable to Prepayment Charges

(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, Class X, Class M and Class B Certificates with respect to the current Interest Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the applicable Net Rate Cap;

(ix) the number and Stated Principal Balance of all of the Mortgage Loans for the related 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 or Certificate Notional Amount, as applicable, of each Class 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 (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and those Liquidated Mortgage Loans as of the end of a Prepayment Period) (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;

(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 of, if any, of excess cashflow or excess spread and the application of such excess cashflow;

(xiv) the cumulative amount of Applied Realized Loss Amounts through the end of the preceding month;

(xv) unless otherwise previously reported in the Form 10-D, 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, the aggregate Stated Principal Balance of, and Realized Loss on, such Mortgage Loans as of the close of business on the Determination Date preceding such Distribution Date;

(xvii) unless otherwise previously reported in the Form 10-D, material breaches of pool asset representation or warranties or transaction covenants which have been reported to the Trustee in accordance with this Agremeent or the related Servicing Agreement;

(xviii) the total number and principal balance of any real estate owned or REO Properties as of the end of the related Due Period;

(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 in each case as of the end of the Prepayment Period;

(xx) the Realized Losses as of the close of business on the last day of the calendar month preceding such Distribution Date and the cumulative Realized Losses through the end of the preceding month;

(xxi) whether a Trigger Event exists;

(xxii) information on loss and delinquency 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 Servicers and the amount on deposit in the Reserve Fund; and

(xxiv) updated pool composition data including the following: weighted average mortgage rate and weighted average remaining term.

The Trustee may make the foregoing Monthly Statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (000) 000-0000. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee may change the way Monthly Statements are distributed in order to make such distributions more convenient or more accessible to the above parties.

(b) The Trustee’s responsibility for making the above information available to the Certificateholders is limited to the availability, timeliness and accuracy of the information derived from the Master Servicer, the Company and the Servicers. The Trustee will make available a copy of each statement provided pursuant to this Section 6.06 to each Rating Agency.

(c) Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish upon request to each Person who at any time during the calendar year was a Certificateholder, the information set forth in clauses (a)(iv) and (a)(v) of this Section 6.06 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 or 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 related 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 10.12.

Section 6.07 REMIC Designations and REMIC Distributions.

(a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Mortgage Loans and all interest owing in respect of and principal due thereon, the Distribution Account, the Protected Accounts, any REO Property, any proceeds of the foregoing and any other assets subject to this Agreement (other than the Reserve Fund and any Prepayment Charge Waiver Amounts). The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The Class C Interest shall constitute assets of REMIC IV. The Class P Interest shall constitute assets of REMIC V.

(b) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests (other than REMIC I Regular Interest P) or withdrawn from the Distribution Account and distributed to the Holders of the Class R-1 Certificates, as the case may be:

(i) to the holders of the REMIC I Regular Interests (other than REMIC I Regular Interest P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I 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 I Regular Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization Amount is less than the REMIC I Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral Amount, and such amount will be payable to the holders of each REMIC I Regular Interest (other than REMIC I Regular Interest P) for which a REMIC II Regular Interest is the Corresponding Interest, allocated in the same proportion as the Extra Principal Distribution Amount is allocated to the Corresponding Certificates for such Corresponding Interests, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be increased by such amount;

(ii) from the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated as follows:

(A) 98.00% of such remainder to the holders of REMIC I Regular Interest AA, until the Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero;

(B) 2.00% of such remainder, first, to the holders of each REMIC I Regular Interest for which a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the Corresponding Interest, in an aggregate amount equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates for such Corresponding Interests, until the Uncertificated Principal Balances of such REMIC I Regular Interests are reduced to zero; and

(c) On each Distribution Date, all amounts representing Prepayment Charges shall be deemed distributed in respect of 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.

(d) On each Distribution Date, the Interest Funds and Principal Funds, in the following order of priority, shall be deemed 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) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in the same manner and priority as paid to the Corresponding Certificates and, in the case of REMIC II Regular Interest C, as paid to the Class C Interest, the Uncertificated Accrued Interest (or, in the case of REMIC II Regular Interest C, the REMIC II Regular Interest C Distribution Amount) for such Distribution Date, plus any amounts in respect thereof remaining unpaid from previous Distribution Dates; and

(ii) to the holders of the REMIC II Regular Interests (other than REMIC II Regular Interest P), in an amount equal to the remainder of the Interest Funds and Principal Funds for such Distribution Date after the distribution made pursuant to clause (i) above, allocated in the same manner and priority as paid to the Corresponding Certificates, until the Uncertificated Principal Balances thereof have been reduced to zero, and any remaining amount to the Holders of the Class R-2 Certificates.

(e) On each Distribution Date, all amounts representing Prepayment Charges distributed in respect of REMIC I Regular Interest P shall be deemed to be distributed in respect of 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, $100 shall be deemed distributed in respect of REMIC II Regular Interest P in reduction of the Uncertificated Principal Balance thereof.

(f) On each Distribution Date, an amount equal to the amounts distributed pursuant to Sections 6.04(a)(3)(D), (E) and (G) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Distribution Amount distributable on the Class C Interest.

(g) 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.

Section 6.08 Reserve Fund.

(a) The Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B, Class M and Class C Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, Xxxxx Fargo Bank, N.A. as Trustee for the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC2, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of Certificates, the Trustee shall deposit the amounts pursuant to clauses (D) and (E) of Section 6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the Class C Certificateholder to distribute any amounts then on deposit in the Reserve Fund to the Holders of the Class A, Class M and Class B Certificates in respect of the Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (D) and (E) of Section 6.04(a)(3). Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be treated as distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by the Class C Certificateholder to the Holders of the Class A, Class M or Class B Certificates. Any payments to the Holders of the Class A, Class M or Class B in respect of Basis Risk Shortfall Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Section 860G(a)(1) of the Code.

(b) 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 C Certificateholders shall be the beneficial owners of the Reserve Fund, subject to the power of the Trustee to transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the Trustee with no liability for interest or other compensation thereof or, at the direction of the Class C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. All net income and gain from such investments shall be distributed to the Class C Certificateholder, not as a distribution in respect of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of its own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Trustee, the amounts on deposit in the Reserve Fund shall be held uninvested.

(c) For federal tax return and information reporting, the right of the Holders of the Class A, Class M and Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall Carry Forward Amounts shall be assigned a value of zero.

Section 6.09 Class P Certificate Account.

The Trustee shall establish and maintain with itself a separate, segregated trust account for each of the Class P Certificates, titled “Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2 Class P Certificate Account” (the “Class P Certificate Account”). On the Closing Date, the Depositor will deposit, or cause to be deposited in the Class P Certificate Account $100.00. Prepayment charges shall be allocated to the Class P Certificate. The amount on deposit in the Class P Certificate Account shall be held uninvested. On the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule, the Trustee shall withdraw the amount on deposit in the Class P Certificate Account and remit such amount to the Holders of the Class P Certificates in reduction of the Certificate Principal Balance thereof.

ARTICLE VII

THE CERTIFICATES

Section 7.01 The Certificates.

The Certificates shall be substantially in the forms attached hereto as Exhibits A-1 through A-7. 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		Initial Certificate Principal Balance			Pass-Through Rate
A-1	$	100,000		$	1.00	$	321,461,000.00		Class A-1 Pass-Through Rate
A-2	$	1,000		$	1.00	$	36,932,000.00		Class A-2 Pass-Through Rate
X	$	100,000		$	1.00	$	36.932,000.00	⁽¹⁾	Class X Pass-Through Rate
M-1	$	100,000		$	1.00	$	11,442,000.00		Class M-1 Pass-Through Rate
M-2	$	100,000		$	1.00	$	3,491,000.00		Class M-2 Pass-Through Rate
M-3	$	100,000		$	1.00	$	1,939,000.00		Class M-3 Pass-Through Rate
M-4	$	100,000		$	1.00	$	1,939,000.00		Class M-4 Pass-Through Rate
B-1	$	100,000		$	1.00	$	1,358,000.00		Class B-1 Pass-Through Rate
B-2	$	100,000		$	1.00	$	1,358,000.00		Class B-2 Pass-Through Rate
B-3	$	100,000		$	1.00	$	1,358,000.00		Class B-3 Pass-Through Rate
B-4	$	100,000		$	1.00	$	2,521,000.00		Class B-4 Pass-Through Rate
C	$	100,000		$	1.00	$	387,871,614.13	⁽¹⁾	⁽³⁾
P	$	100			N/A	$	100.00	⁽²⁾	N/A
R-1		100	%		N/A		N/A	⁽²⁾	N/A
R-2		100	%		N/A		N/A	⁽²⁾	N/A
R-3		100	%		N/A		N/A	⁽²⁾	N/A
RX		100	%		N/A		N/A	⁽²⁾	N/A

(1)	This is a notional amount.
(2)	The Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates are not entitled to distributions in respect of interest
(3)	As defined in “Pass-Through Rate” definition.

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 7.02 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 7.09 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) 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 in substantially the forms set forth in Exhibit D (the “Transferor Certificate”) and (x) deliver a letter in substantially the form of either Exhibit E (the “Investment Letter”) or Exhibit F (the “Rule 144A Letter”) 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 Mortgage Loan 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. 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. 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. Each Holder of a Private Certificate desiring to effect such Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Mortgage Loan Sellers, the Trustee 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 an ERISA Restricted Certificate or Class B-4 Certificate shall be made unless either (i) the Master Servicer and the Trustee shall have received a representation from the transferee of such Certificate acceptable to and in form and substance satisfactory to the Master Servicer and the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA and/or a plan subject to Section 4975 of the Code, or a Person acting on behalf of any such plan or using the assets of any such plan, or (ii) in the case of any such ERISA Restricted Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such 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 ERISA Restricted Certificate is permissible under applicable law, will not constitute or result in the assets of the Trust being deemed to be “plan assets” under ERISA or the Code, 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, or, in the case of a Class B-4 Certificate, the transferee provides a representation, or deemed representation in the case of the Global Certificate or an opinion of counsel to the effect that the proposed transfer and holding of such Certificate and the servicing, management and operation of the Trustee and its assets: (I) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of an ERISA Restricted Certificate to or on behalf of an employee benefit plan subject to Section 406 of ERISA and/or a plan subject to Section 4975 of the Code without the delivery of the Opinion of Counsel as described above shall be void and of no effect; provided that the restriction set forth in this sentence shall not be applicable if there has been delivered to the Trustee an Opinion of Counsel meeting the requirements of clause (ii) of the first sentence of this paragraph. Neither the Trustee nor the Master Servicer shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any ERISA Restricted Certificate that is a Book-Entry Certificate, and neither the Trustee nor the Master Servicer shall have any liability for transfers of any such Book-Entry Certificates made through the book-entry facilities of any Depository or between or among participants of the Depository or Certificate Owners made in violation of the transfer restrictions set forth herein. Neither the Trustee nor the Master Servicer shall be under any liability to any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by this Section 7.02(b) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement. The Trustee shall be entitled, but not obligated, to recover from any Holder of any ERISA Restricted Certificate that was in fact an employee benefit plan subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code or a Person acting on behalf of any such plan at the time it became a Holder or, at such subsequent time as it became such a plan or Person acting on behalf of such 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 such a plan or Person acting on behalf of a plan.

Each beneficial owner of a Class M Certificate and Class B Certificate, except for a Class B-4 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 (i) it is not a Plan or investing with “Plan Assets”, (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 Ratings 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 Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

(c) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.

(ii) No Ownership Interest in a Residual Certificate may be registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of any Residual Certificate unless, in addition to the certificates required to be delivered to the Trustee under subparagraph (b) above, the Trustee shall have been furnished with an affidavit 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 CC (a “Transferor Affidavit”).

(iii) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (A) to obtain a Transferee Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest in a Residual Certificate, (B) to obtain a Transferee Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual Certificate or to cause the Transfer of an Ownership Interest in a Residual Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (D) to provide the Trustee and the Depositor with a Transferor Affidavit.

(iv) Any attempted or purported Transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section 7.02(c) shall be absolutely null and void and shall vest no rights in the purported Transferee. If any purported transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 7.02(c), then the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of registration of Transfer of such Residual Certificate. The Trustee shall not be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by Section 7.02(b) and this Section 7.02(c) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Transfer was registered after receipt of the related 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 7.02(c) shall cease to apply (and the applicable portions of the legend on a Residual Certificate may be deleted) with respect to Transfers occurring after delivery to the Trustee of an Opinion of Counsel addressed to the Trustee, which Opinion of Counsel shall not be an expense of the Trustee, the Mortgage Loan Sellers or the Master Servicer to the effect that the elimination of such restrictions will not cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, to fail to qualify as a REMIC at any time that the Certificates are outstanding or result in the imposition of any tax on the Trust Fund, a Certificateholder or another Person. Each Person holding or acquiring any Ownership Interest in a Residual Certificate hereby consents to any amendment of this Agreement that, based on an Opinion of Counsel addressed to the Trustee and furnished to the Trustee, is reasonably necessary (a) to ensure that the record ownership of, or any beneficial interest in, a Residual Certificate is not transferred, directly or indirectly, to a Person that is not a Permitted Transferee and (b) to provide for a means to compel the Transfer of a Residual Certificate that is held by a Person that is not a Permitted Transferee to a Holder that is a Permitted Transferee.

(d) The preparation and delivery of all certificates and opinions referred to above in this Section 7.02 shall not be an expense of the Trust Fund, the Trustee, the Depositor, the Mortgage Loan Sellers or the Master Servicer.

(e) Subject to Subsection 7.02(i), 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 Subsection 7.02(b) 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 7.02(b).

(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 7.02(b).

(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.

(f) Subject to Subsection 7.02(h), 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 7.02(e) 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.

(g) (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.

(h) 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-3.

(i) Subject to the restrictions on transfer and exchange set forth in this Section 7.02, 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 7.01 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 five Business Days 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.

(j) 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 the Global Certificates. Any attempted or purported transfer of any Certificate in violation of the provisions of Subsections (a) or (b) above 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. The Trustee shall not 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.

Section 7.03 Mutilated, Destroyed, Lost or Stolen Certificates.

If 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.

Section 7.04 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 7.05 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 7.06 Book-Entry Certificates.

The Offered 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 7.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 7.08:

(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;

(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 7.08, 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 7.07 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 7.08 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, (b) the Depositor, at its sole option, advises the Trustee that it elects to terminate the book-entry system with respect to such Certificates through the Depository or (c) after the occurrence and continuation of an Event of Default, Certificate Owners of such Book-Entry Certificates having over 50% of the Voting Rights evidenced by any Class of Book-Entry Certificates advise the Trustee and the Depository in writing through the Depository Participants that the continuation of a book-entry system with respect to Certificates of such Class through the Depository (or its successor) is no longer in the best interests of the Certificate Owners of such Class, 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. Upon the issuance of such Definitive Certificates, all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.

Section 7.09 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 Xxxxx Fargo Bank, National Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 where Certificates may be surrendered for registration of transfer or exchange. The Trustee will give prompt written notice to the Certificateholders of any change in such location of any such office or agency.

ARTICLE VIII

THE COMPANY AND THE MASTER SERVICER

Section 8.01 Liabilities of the Depositor, the Company and the Master Servicer.

Each of the Depositor, the Company 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 8.02 Merger or Consolidation of the Depositor, the Company or the Master Servicer.

(a) Each of the Depositor, the Company 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, the Company or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor, the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Company or the Master Servicer, shall be the successor of the Depositor, the Company 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 8.03 Indemnification of the Master Servicer.

(a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, the Assignment Agreements, 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 a responsible officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, 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 the Master Servicer and the termination of this Agreement.

(b) The Company agrees to indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement.

(c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant to Subsections (a), (b) or (c) above.

Section 8.04 Limitations on Liability of the Depositor, the Company, the Master Servicer and Others.

Subject to the obligation of the Seller, the Company, and the Master Servicer to indemnify the Indemnified Persons pursuant to Section 8.03:

(a) Neither the Depositor, the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Depositor, the Company 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 Company, 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 Company, the Master Servicer and any director, officer, employee or agent of the Depositor, the Company 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 Company, the Master Servicer, the Custodian and any director, officer, employee or agent of the Depositor, the Company, the Master Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or related to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, the Assignment Agreements, the Custodial Agreement, the Certificates or the Servicing Agreements (except with respect to the Master Servicer only, to the extent that the Master Servicer is indemnified by the Company under this Agreement or by the related Servicer under the related Servicing Agreement), other than (i) any such loss, liability or expense related to the Company’s or the Master Servicer’s failure to perform its respective duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian’s failure to perform its duties under the Custodial Agreement, or (ii) any such loss, liability or expense incurred by reason of the Company’s, the Master Servicer’s or the Custodian’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement, as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the Custodial Agreement, as applicable.

(d) Neither the Depositor, the Company 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 shall be expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be entitled to be reimbursed therefor out of the Master Servicer Collection Account as provided by Section 5.07. Nothing in this Subsection 8.04(d) shall affect the Master Servicer’s obligation to supervise, or to take such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section 4.01.

(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.

(f) The Master Servicer shall not be liable for any acts or omissions of the Company or the Servicers, except as otherwise expressly provided herein.

(g) The Master Servicer may perform any of its duties hereunder or exercise its rights hereunder either directly or through Affiliates, agents or attorneys.

Section 8.05 Master Servicer and Company Not to Resign.

(a) Except as provided in Section 8.07, the Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) with the prior written consent of the Trustee (which consent 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 to such effect, 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 9.02 hereof. The Trustee shall notify the Rating Agencies of the resignation of the Master Servicer.

(b) The Company shall not resign from the obligations and duties hereby imposed on it except (i) upon the assignment of its servicing duties with respect to all or a portion of the EMC Mortgage Loans to an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing that has a net worth of not less than $10,000,000 and with the prior written consent of the Master Servicer (which consent shall not be unreasonably withheld) or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect addressed to and delivered, to the Master Servicer and the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer and the Trustee. No appointment of a successor to the Company shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in clause (i) above and (c) such successor has agreed to assume the obligations of the Company hereunder to the extent of the EMC Mortgage Loans to be serviced by such successor. The Company shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Master Servicer and the Trustee. No such resignation shall become effective until a Qualified Successor or the Master Servicer shall have assumed the Company’s responsibilities and obligations hereunder. The Company shall notify the Master Servicer, the Trustee and the Rating Agencies of the resignation of the Company or the assignment of all or a portion of its servicing duties hereunder in accordance with this Section 8.05.

Section 8.06 Successor Master Servicer.

In connection with the appointment of any successor Master Servicer or the assumption of the duties of the Master Servicer, EMC or the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as EMC or 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 without the consent of all of the Certificateholders.

Section 8.07 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 (or an Affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans) shall be qualified to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (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; 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 IX

DEFAULT; TERMINATION OF MASTER SERVICER;

TERMINATION OF COMPANY

Section 9.01 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 (other than any Advance) pursuant to this Agreement, 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; or

(ii) 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; or

(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; or

(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; or

(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 8.05 or 8.07; or

(vii) The Master Servicer fails to deposit, or cause to be deposited, in the Distribution Account any Advance required to be made by the Master Servicer (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day prior to the related Distribution Date.

If an Event of Default shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Trustee may, and at the direction of the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall, by notice in writing to the Master Servicer, with a copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer hereunder, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee, or any successor appointed pursuant to Section 9.02 (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 VI, subject, in the case of the Trustee, to Section 9.02. 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 VIII or Article X. 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 Distribution Account and maintained pursuant to Section 5.08, 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 5.05 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 9.02 Trustee to Act; Appointment of Successor.

On and after the time the Master Servicer receives a notice of termination pursuant to Section 9.01 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 have all the rights and powers of, and 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 the Company shall have the right to either (a) immediately assume the duties of the Master Servicer or (b) select a successor Master Servicer; provided, further, however that, pursuant to Article VI 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 indemnifications 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 VI or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of any Mortgage Loans under this Agreement or the related Servicing Agreement with respect to which the Company or the original Servicer has been terminated as servicer, and shall have executed and delivered to the Depositor, 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 9.01 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 9.02, 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, subject to Section 4.04 hereof, 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 related Mortgage Loans properly and effectively, to the extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section 10.05. 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 4.04.

Section 9.03 Notification to Certificateholders and Rating Agencies.

(a) Upon any termination of or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to Certificateholders and to each Rating Agency.

(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Certificateholders 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 9.04 Waiver of Defaults.

The Trustee shall transmit by mail to all Certificateholders, 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. Holders of Certificates evidencing not less than 51% 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.

Section 9.05 Company Default.

In case one or more of the following events of default by the Company (each, a “Company Default”) shall occur and be continuing, that is to say:

(i) any failure by the Company to remit to the Master Servicer any payment including any Advance required to be made under the terms of this Agreement on any Remittance Date; or

(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements (other than Sections 3.13 or 3.14) on the part of the Company set forth in this Agreement, the breach of which has a material adverse effect and which continue unremedied for a period of sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Master Servicer; or

(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property; or

(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

(vi) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein;

(vii) the Company ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company’s ability to perform its obligations hereunder; or

(viii) failure by the Company to duly perform, within the required time period, its obligations under Sections 4.16, 4.17 or Section 4.18;

then, and in each and every such case, so long as a Company Default shall not have been remedied, the Master Servicer, by notice in writing to the Company may, in addition to whatever rights the Master Servicer and the Trustee on behalf of the Certificateholders may have under Section 8.03 and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the EMC Mortgage Loans and the proceeds thereof without compensating the Company for the same. On or after the receipt by the Company of such written notice, all authority and power of Company under this Agreement, whether with respect to the EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer. Upon written request from the Master Servicer, the Company shall prepare, execute and deliver, any and all documents and other instruments, place in the Master Servicer’s possession all Mortgage Files relating to the EMC Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the EMC Mortgage Loans and related documents, or otherwise, at the Company’s sole expense. The Company agrees to pay any costs and expenses incurred by the Master Servicer in accordance with Section 4.03(c) and to cooperate with the Master Servicer in effecting the termination of the Company’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to its Protected Account or Escrow Account or thereafter received with respect to the EMC Mortgage Loans or any related REO Property.

Section 9.06 Waiver of Company Defaults.

The Master Servicer, with the consent of the Trustee may waive only by written notice any default by the Company in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Company Default arising therefrom shall be deemed to have been 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 in writing.

ARTICLE X

CONCERNING THE TRUSTEE

Section 10.01 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, on their face, 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 6.04 and 11.02 herein based solely on the applicable Remittance Report.

(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 notice, 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 in the name of Trustee unless it is determined by a court of competent jurisdiction in a non-appealable judgment that the Trustee’s gross 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 or the Company hereunder or any Servicer under the related Servicing Agreement.

(e) All funds received by the Trustee and required to be deposited in the Distribution Account pursuant to this Agreement shall be promptly so deposited by the Trustee.

Section 10.02 Certain Matters Affecting the Trustee.

(a) Except as otherwise provided in Section 10.01:

(i) The Trustee may rely and shall be protected in acting or refraining from acting in reliance on any resolution or certificate of the Seller, the Company, the Master Servicer or the related 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) Prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of Default which may have occurred with respect to the Trustee, 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 10.07; 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 is hereby directed by the Depositor to execute and deliver the Insurance Agreement.

Section 10.03 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 does not make any 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 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 have any responsibility 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 10.04 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 10.05 Trustee’s Fees and Expenses.

The Trustee shall be entitled to the Trustee Fee as compensation for its activities under this Agreement. In addition, the Trustee shall be entitled to recover from the Distribution Account pursuant to Section 5.09 all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Trustee and in connection with any Event of Default, 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 or the Trust Fund 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 upon demand. 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 10.06 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 $40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to supervision or examination by federal or state authority and, in the case of the Trustee, rated “BBB” or higher by Fitch, Inc. with respect to their long-term rating and rated “BBB” or higher by Standard & Poor’s 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 10.10, rated in one of the two highest long-term debt categories of, or otherwise acceptable to, each of the Rating Agencies (which consent shall not be unreasonably withheld). 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 10.06 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 10.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 10.08.

Section 10.07 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”). 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 10.07 shall be furnished to any Certificateholder upon reasonable written request.

Section 10.08 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. 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 or 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 10.06 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, each Master Servicer and the successor trustee.

The Holders over 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 each of the Master Servicer or 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 the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 10.08 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 10.09 hereof.

Section 10.09 Successor Trustee.

Any successor trustee appointed as provided in Section 10.08 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein.

No successor trustee shall accept appointment as provided in this Section 10.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 10.06 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 10.09, 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 10.10 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 10.06 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 10.11 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 10.11, 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 10.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.09.

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 X. 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 10.12 Tax Matters.

It is intended that the Trust Fund shall constitute one or more REMICs, 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 for so long as it is also Master Servicer (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 10.12, 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 by the Trustee pursuant to this Section 10.12 requiring a signature thereon by the Trustee; (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) neither the Trustee nor the Master Servicer shall 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 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 related Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee promptly upon written request therefor, any such additional information or data that the Trustee may, from time to time, request in order to enable the Trustee to perform its duties as set forth herein. The Depositor hereby indemnifies the Trustee for any losses, liabilities, damages, claims or expenses of the Trustee arising from any errors or miscalculations of the Trustee that result from any failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Trustee on a timely basis.

In the event that any tax is imposed on “prohibited transactions” of any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of the Trust Fund as defined in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, including, without limitation, any federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided for herein, such tax shall be paid (i) by the Master Servicer or the Trustee, if any such tax arises out of or results from a breach by the Master Servicer or the Trustee of any of its obligations under this Agreement, provided, however, in no event shall the Master Servicer or the Trustee 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 or the Trustee 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 the Trustee) to the extent any such tax arises out of or results from a breach by such other party of any of its obligations under this Agreement or (iii) in all other cases, or in the event that any liable party hereto fails to honor its obligations under the preceding clauses (i) or (ii), first with amounts otherwise to be distributed to the Class R Certificateholders, and second with amounts otherwise to be distributed to all the Holders of the following Certificates in the following order of priority: first, to the Class B-4 Certificates, second, to the Class B-3 Certificates, third, to the Class B-2 Certificates, fourth, to the Class B-1 Certificates, fifth, to the Class M-4 Certificates, sixth, to the Class M-3 Certificates, seventh, to the Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth, to the Class A Certificates (pro rata 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 Certificates, the Trustee is hereby authorized to retain on any Distribution Date, from the Holders of the Class R Certificates (and, if necessary, second, from the Holders of the other Certificates in the priority specified in the preceding sentence), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee shall include in its Remittance Report instructions as to distributions to such parties taking into account the priorities described in the 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.

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.

Section 10.13 Indemnification of the Trustee.

The Trustee agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement (i) related to the Trustee’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Trustee’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, 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 a responsible officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the failure to give such notice shall not relieve the Trustee of its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee and the termination of this Agreement.

Section 10.14 Limitations on Liability of the Trustee.

Subject to the obligation of the Trustee to indemnify the Indemnified Persons pursuant to Section 10.13:

(a) Neither the Trustee nor any of the directors, officers, employees or agents of the Trustee 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 Trustee 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 Trustee and any director, officer, employee or agent of the Trustee 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 Trustee and any director, officer, employee or agent of the Trustee 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 Assignment Agreements, the Custodial Agreement, the Certificates or the Servicing Agreements.

(d) The Trustee shall not 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 Trustee may in its discretion 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 shall be expenses, costs and liabilities of the Trust Fund, and the Trustee shall be entitled to be reimbursed therefor out of the Distribution Account as provided by Section 5.09.

ARTICLE XI

TERMINATION

Section 11.01 Termination upon Liquidation or Repurchase of all Mortgage Loans.

Subject to Section 11.03, the obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby with respect to the Trust Fund shall terminate upon the earlier of (a) the exercise of the Majority Class C Certificateholder (or its designee) 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, and (iv) unreimbursed out-of pocket costs of the Company, the Servicers or 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 10.05, 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 trusts 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.

The right to repurchase all Mortgage Loans and REO Properties by the Majority Class C Certificateholder pursuant to clause (a) in the preceding paragraph shall be conditioned upon the Stated Principal Balance of all of the Mortgage Loans in the Trust Fund, at the time of any such repurchase, aggregating 10% or less of the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.

Section 11.02 Final Distribution on the Certificates.

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 Distribution 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 Certificates at the Corporate Trust Office of the Trustee. If the Majority Class C Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior to the date notice is to be mailed to the Certificateholders, the Majority Class C Certificateholder shall notify the Depositor and the Trustee of the date the Majority Class C Certificateholder intends to terminate the Trust Fund. The Majority Class C Certificateholder shall remit the Mortgage Loan Purchase Price to the Trustee on the Business Day prior to the Distribution Date for such Optional Termination by the Majority Class C Certificateholder.

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.

Upon such final deposit with respect to the Trust Fund and the receipt by the Custodian of a Request for Release therefor, the Custodian shall promptly release to the Master Servicer, as applicable the Mortgage Files for the Mortgage Loans and the Trustee shall execute and deliver any documents prepared and delivered to it which are necessary to transfer any REO Property.

Upon presentation and surrender of the Certificates, the Trustee shall distribute 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 6.04 hereof on the final Distribution Date and in proportion to their respective Percentage Interests.

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 11.03 Additional Termination Requirements.

(a) Upon exercise by the Majority Class C Certificateholder of its purchase option as provided in Section 11.01, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been supplied with an Opinion of Counsel addressed to the Trustee at the expense of the Majority Class C Certificateholder to the effect that the failure of the Trust Fund to comply with the requirements of this Section 11.03 will not (i) result in the imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:

(1) The Majority Class C Certificateholder 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 and REMIC V pursuant to Treasury Regulation Section 1.860F-1. The Majority Class C Certificateholder 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 C Certificateholder;

(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 each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, which authorization shall be binding upon all successor Certificateholders.

(c) The Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan of complete liquidation meeting the requirements for a qualified liquidation under Section 860F of the Code and any regulations thereunder upon the written request of the Majority Class C Certificateholder and the receipt of the Opinion of Counsel referred to in Section 11.03(a)(1) and to take such other action in connection therewith as may be reasonably requested by the Majority Class C Certificateholder.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Amendment.

This Agreement may be amended from time to time by parties hereto without the consent of any of the Certificateholders to cure any ambiguity, to correct or supplement any provisions herein (including to give effect to the expectations of investors), to comply with any changes in the Code, to revise any provisions to reflect the obligations of the parties to this Agreement as they relate to Regulation AB, to change the manner in which the Distribution Account maintained by the Trustee or the Protected Account maintained by the Company is maintained or to make such other provisions with respect to matters or questions arising under this Agreement as shall not be inconsistent with any other provisions herein if such action shall not, as evidenced by an Opinion of Counsel addressed to the Trustee, adversely affect in any material respect the interests of any Certificateholder; provided that any such amendment shall be deemed not to adversely affect in any material respect the interests of the Certificateholders and no such Opinion of Counsel shall be required if the Person requesting such amendment obtains a letter from each Rating Agency stating that such amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates.

Notwithstanding the foregoing, without the consent of the Certificateholders, the parties hereto may at any time and from time to time amend this Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary or appropriate to maintain the qualification of each of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as a REMIC under the Code or to avoid or minimize the risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V pursuant to the Code that would be a claim against any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final redemption of the Certificates, provided that the Trustee has been provided an Opinion of Counsel addressed to the Trustee, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Fund, to the effect that such action is necessary or appropriate to maintain such qualification or to avoid or minimize the risk of the imposition of such a tax.

This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of each Class of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify as a REMIC or (iii) reduce the aforesaid percentages of Certificates of each Class the Holders of which are required to consent to any such amendment without the consent of the Holders of all Certificates of such Class then outstanding.

Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel addressed to the Trustee, which opinion shall be an expense of the party requesting such amendment but in any case shall not be an expense of the Trustee, to the effect that such amendment will not (other than an amendment pursuant to clause (ii) of, and in accordance with, the preceding paragraph) cause the imposition of any tax on REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or the Certificateholders or cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to cease to qualify as a REMIC at any time that any Certificates are outstanding. Further, nothing in this Agreement shall require the Trustee to enter into an amendment without receiving an Opinion of Counsel, satisfactory to the Trustee (i) that such amendment is permitted and is not prohibited by this Agreement and (ii) that all requirements for amending this Agreement (including any consent of the applicable Certificateholders) have been complied with.

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 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 12.02 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 12.03 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 12.04 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 Seller 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 Mortgage Loan 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 Seller 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 Mortgage Loan 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 shall be maintained as such throughout the term of the Agreement.

Section 12.05 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, 4.21 and 11.01; 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 Master Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention: Xxxxxxxx Xxxxx 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 Seller or the Company, 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 Seller or the Company in writing; (iv) 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; 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, Attention: Mortgage Surveillance Group. Any notice delivered to the Seller, 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 12.06 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 12.07 Assignment.

Notwithstanding anything to the contrary contained herein, except as provided pursuant to Section 8.07, 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 12.08 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 12.08, each and every Certificateholder, the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 12.09 Inspection and Audit Rights.

The Master Servicer agrees that, on reasonable prior notice, it will permit any representative of the Depositor or the Trustee during the Master Servicer’s normal business hours, to examine all the books of account, records, reports and other papers of the Master Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor or the Trustee and to discuss its affairs, finances and accounts relating to 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 12.09 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 10.05 hereof).

The Trustee agrees that, on reasonable prior notice, it will permit any representative of the Depositor during the Trustee’s normal business hours, to examine all the books of account, records, reports and other papers of the Trustee relating to the Certificates, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor and to discuss its affairs, finances and accounts relating to such Certificates with its officers, employees and independent public accountants (and by this provision the Trustee 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 of any right under this Section 12.09 shall be borne by the party requesting such inspection, subject to such party’s right to reimbursement hereunder.

Section 12.10 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.

* * *

IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller, the Company, 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
							/s/ Xxxxxx X. Xxxxxxxxx, Xx.
							Name: Xxxxxx X. Xxxxxxxxx, Xx.
							Title: Vice President

						EMC MORTGAGE CORPORATION, as Master Servicer, Seller and Company
							/s/ Xxxxx Xxxx
							Name: Xxxxx Xxxx
							Title: Senior Vice President

						XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
							/s/ Xxxxxx X. Xxxxxx
							Name: Xxxxxx X. Xxxxxx
							Title: Vice President

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On this 28th day of February, 2007, before me, a notary public in and for said State, appeared Xxxxxx X. Xxxxxxxxx, Xx., personally known to me on the basis of satisfactory evidence to be a Vice President of Bear Xxxxxxx Asset Backed Securities I LLC, one of the companies that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability company and acknowledged to me that such limited liability company executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	Notary Public

[Notarial Seal]

STATE OF MARYLAND	)
	)	ss.:
COUNTY OF BALTIMORE	)

On this 28th day of February, 2007, before me, a notary public in and for said State, appeared ____________________, personally known to me on the basis of satisfactory evidence to be an authorized representative of Xxxxx Fargo Bank, National Association that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	Notary Public

[Notarial Seal]

STATE OF TEXAS	)
	)	ss.:
COUNTY OF DALLAS	)

On this 28th day of February, 2007, before me, a notary public in and for said State, appeared ________________________, personally known to me on the basis of satisfactory evidence to be an authorized representative of EMC Mortgage Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	Notary Public

[Notarial Seal]

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 AS DESCRIBED IN THE AGREEMENT. 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 TRUSTEE 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	Pass-Through Rate: [__]%
Class A-[1][2] Senior

Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007	Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[_____________]
First Distribution Date: March 26, 2007	Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[_____________]
Master Servicer: EMC Mortgage Corporation	CUSIP: [___________]
Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class A-[1][2] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or any of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (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, as Master Servicer, seller and company and Xxxxx Fargo 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 during the calendar month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Certificate Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the 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 and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable thereto.

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the “Certificates”). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Certificates evidencing over 50% of the Voting Rights of the Certificates, or with the consent of the Holders of the Class or Classes 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 related assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).

Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-[1][2] Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT A-2

FORM OF CLASS X CERTIFICATES

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS NOTIONAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

Certificate No. 1	Pass-Through Rate: [__]%
Class X Senior
Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007	Aggregate Initial Certificate Notional Amount of this Certificate as of the Cut-off Date: $[_____________]
First Distribution Date: March 26, 2007	Aggregate Initial Certificate Notional Amount of this Certificate as of the Cut-off Date: $[_____________]
Master Servicer: EMC Mortgage Corporation	CUSIP: [___________]
Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class X Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

Interest on this Certificate will accrue during the calendar month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Certificate Notional Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest, 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 and is not likely to be the date on which the Certificate Notional Amount of this Class of Certificates will be reduced to zero. The Class X Certificates have no Certificate Principal Balance.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Notional Amount of this Certificate is set forth above.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class X Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

ASSIGNMENT

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT A-3

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] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE AGREEMENT.

Certificate No. 1	Adjustable Pass-Through Rate
Class M-[1][2][3][4] Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007	Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[________________]
First Distribution Date: March 26, 2007	Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[________________]
Master Servicer: EMC Mortgage Corporation	CUSIP: [_______________]
Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class M-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

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, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (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, as Master Servicer, seller and company and Xxxxx Fargo 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 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, 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 immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.

Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in section 7.02(b) of the Agreement.

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.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class M-[1][2][3][4] Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

ASSIGNMENT

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT A-4

FORM OF CLASS B 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 B-1 CERTIFICATES] [,] [AND] [CLASS B-2 CERTIFICATES] [AND] [CLASS B-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

[For Class B-1, Class B-2 and Class B-3] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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.]

[For Class B-1, Class B-2 and Class B-3] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE AGREEMENT.]

[For Class B-4] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE 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 AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT.]

Certificate No. 1	Adjustable Pass-Through Rate
Class B-[1][2][3][4] Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007	Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[________________]
First Distribution Date: March 26, 2007	Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[________________]
Master Servicer: EMC Mortgage Corporation	CUSIP: [_______________]
Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class B-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

This certifies that ___________ 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, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (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, as Master Servicer, seller and company and Xxxxx Fargo 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.

[For Class B-1, Class B-2 and Class B-3] [Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date, 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 immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.]

[For Class B-4] [Interest on this Certificate will accrue from and including the 25th day of the calendar month preceding the month in which a Distribution Date (as hereinafter defined) occurs (or, with respect to the first accrual period, the Closing Date) to and including the 24th day of the calendar month in which that Distribution Date occurs on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above and as further described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date so long as this Certificate remains in non book-entry form (and otherwise, the close of business on the Business Day immediately preceding 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.]

[For Class B-4] [No transfer of this Class B-4 Certificate will be made unless such transfer is (i) exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws and (ii) made in accordance with Section 7.02 of the Agreement. In the event that such transfer is to be made the Trustee shall register such transfer if, (i) made to a transferee who has provided the Trustee with evidence as to its QIB status; or (ii) (A) the transferor has advised the Trustee in writing that the Certificate is being transferred to an Institutional Accredited Investor and (B) prior to such transfer the transferee furnishes to the Trustee an Investment Letter; provided that if based upon an Opinion of Counsel to the effect that (A) and (B) above are not sufficient to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws, the Trustee shall as a condition of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other information prior to registering the transfer of this Certificate as shall be set forth in such Opinion of Counsel.]

[For Class B-1, Class B-2 and Class B-3] [Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in section 7.02(b) of the Agreement.]

[For Class B-4] [This Certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, unless the transferee certifies or represents that the proposed transfer and holding of a Certificate and the servicing, management and operation of the trust and its assets: (i) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23 and (ii) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer or the Trustee, which will be deemed represented by an owner of a Book-Entry Certificate or a Global Certificate, or an Opinion of Counsel specified in section 7.02 of the Agreement is provided. 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.]

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.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class B-[1][2][3][4] Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

ASSIGNMENT

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT A-5

FORM OF CLASS C CERTIFICATES

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT (as defined below) AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES.

NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, 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 C

Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007	Aggregate Certificate Notional Amount of this Certificate as of the Cut-off Date: $[____________]

First Distribution Date: March 26, 2007	Initial Certificate Notional Amount of this Certificate as of the Cut-off Date: $[____________]

Master Servicer: EMC Mortgage Corporation	CUSIP: [_______________]

Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class C Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

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, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (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, as Master Servicer, seller and company, Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Seller and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Certificate shall be made to any person, unless the transferee provides either (i) a certification pursuant to section 7.02(b) of the Agreement or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement, 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 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 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 and 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.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK, NATIONAL

ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class C Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, NATIONAL

ASSOCIATION,

as Trustee

By:

Authorized Signatory

ASSIGNMENT

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT A-6

FORM OF CLASS P CERTIFICATES

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 “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES.

Certificate No. 1	Percentage Interest: 100%
Class P
Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007	Aggregate Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $100.00
First Distribution Date: March 26, 2007	Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $100.00
Master Servicer: EMC Mortgage Corporation	CUSIP: [_________________]
Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class P Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, the Trustee or any of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (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, as Master Servicer, seller and company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

The Trustee will distribute on the 25^th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

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 E or F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Seller and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No 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.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK, NATIONAL

ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class P Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, NATIONAL

ASSOCIATION,

as Trustee

By:

Authorized Signatory

ASSIGNMENT

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT A-7

FORM OF CLASS R[-1][-2][-3][X] CERTIFICATES

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE 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 SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT (AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, 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 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) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON. 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 OR A NON-UNITED STATES PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Certificate No. 1
Class R[-1][-2][-3][X]
	Percentage Interest: 100%
Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2007
First Distribution Date: March 26, 2007
Master Servicer: EMC Mortgage Corporation
	CUSIP: [____________]
Assumed Final Distribution Date: March 25, 2037

ASSET-BACKED CERTIFICATE

SERIES 2007-AC2

evidencing a percentage interest in the distributions allocable to the Class R[-1][-2][-3][X] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.

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, first lien, fixed rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (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, as Master Servicer, seller and company and Xxxxx Fargo 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.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: February 28, 2007

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class R[-1][-2][-3][X] Certificates referred to in the within-mentioned Agreement.

XXXXX FARGO BANK, NATIONAL

ASSOCIATION,

as Trustee

By:

Authorized Signatory

ASSIGNMENT

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

This 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				,
the assignee named above, or				,
as its agent.

EXHIBIT B

MORTGAGE LOAN SCHEDULE

STATEMENT REGARDING FREE WRITING PROSPECTUS

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing
prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the
depositor has filed with the SEC for more complete information about the depositor, the issuer and this offering. You may get these
documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus you request it by calling toll free 0-000-000-0000.

This free writing prospectus does not contain all information that is required to be included in the base prospectus and the
prospectus supplement. Please click here xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxx or visit the following website:
"xxx.xxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxx" for a copy of the base prospectus applicable to this offering.

This free writing prospectus is not an offer to sell or solicitation of an offer to buy these securities in any state where such
offer, solicitation or sale is not Permitted.

The Information in this free writing prospectus supersedes information contained in any prior similar free writing prospectus
relating to these securities prior to the time of your commitment to purchase.

This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates
referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such
offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the
Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase
Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the
preliminary prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer.

   LOAN_ID              LOAN_SEQ                             CITY1                            STATE             ZIP_CODE                  PROPTYPE                        CURRENT_GROSS_COUPON                    SERV_FEE            LPMI
   -------              --------                             -----                            -----             --------                  --------                        --------------------                    --------            ----
     16859986              16859986         XXXXXXXXX                                        XX                      00000         Single Family                                                     6                   0.25             0
     16860003              16860003         XXXXXXXXXXX                                      XX                      00000         PUD                                                            5.25                   0.25             0
     16860014              16860014         XXXXXXXX                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16860020              16860020         XXXXX XXXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16860040              16860040         XXXXXXXX XXXX                                    XX                      00000         Single Family                                                   6.5                   0.25             0
     16860054              16860054         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.375                   0.25             0
     16860057              16860057         XXXXXXX                                          XX                      00000         Single Family                                                 6.375                   0.25             0
     16860072              16860072         XXXXXXXXXX                                       XX                      00000         Condominium                                                       6                   0.25             0
     16860080              16860080         XXXXXXXX                                         XX                      00000         PUD                                                             6.5                   0.25             0
     16860105              16860105         LIVE XXX                                         XX                      00000         Single Family                                                 6.375                   0.25             0
     16860107              16860107         XXXXXXXXX XXXXX                                  XX                      00000         Single Family                                                 6.875                   0.25             0
     16860123              16860123         XXXXXXXX XXXX                                    XX                      00000         Single Family                                                  6.25                   0.25             0
     16860132              16860132         XXXXXXX XXXX                                     XX                      00000         Single Family                                                 5.375                   0.25             0
     16860135              16860135         XXXXXXXXX                                        XX                      00000         Townhouse                                                       6.5                   0.25             0
     16860137              16860137         XXXXXXXX                                         XX                      00000         Single Family                                                 5.625                   0.25             0
     16860144              16860144         XXXX XXXXX                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16860149              16860149         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.75                   0.25             0
     16860176              16860176         XXXXXXX                                          XX                      00000         Single Family                                                     6                   0.25             0
     16860183              16860183         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16860185              16860185         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16860202              16860202         XXXXX XXX                                        XX                      00000         Single Family                                                  6.25                   0.25             0
     16860206              16860206         XXXXXXXX                                         XX                      00000         Single Family                                                  5.75                   0.25             0
     16860209              16860209         XXXXXX XXX                                       XX                      00000         PUD                                                             5.5                   0.25             0
     16860216              16860216         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16823231              16823231         XXXXXXXXXXXXX                                    XX                      00000         Single Family                                                   7.5                   0.25             0
     16823232              16823232         XXXXX                                            XX                      00000         Single Family                                                 7.375                   0.25             0
     16823242              16823242         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 7.625                   0.25             0
     16807387              16807387         Industry                                         PA                      15052         Single Family                                                 7.875                   0.25             0
     16807403              16807403         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                 7.375                   0.25             0
     16807407              16807407         Xxxxxxxxx Xxxxx                                  XX                      00000         PUD                                                           7.125                   0.25             0
     16807413              16807413         XXXX                                             XX                      00000         Single Family                                                  7.25                   0.25             0
     16807424              16807424         Xxx Xxxxxxx                                      XX                      00000         Single Family                                                  6.75                   0.25             0
     16807437              16807437         Xxxxxxxxx                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16807439              16807439         Xxxxxxx                                          XX                      00000         PUD                                                             7.5                   0.25             0
     16807441              16807441         Xxxxxx                                           XX                      00000         PUD                                                            7.75                   0.25             0
     16807446              16807446         AREA OF XXXXXXXX                                 XX                      00000         Single Family                                                 6.875                   0.25             0
     16807459              16807459         Xxxxxxxx                                         XX                      00000         PUD                                                           7.375                   0.25             0
     16807460              16807460         Xxxx Xxxxx                                       XX                      00000         PUD                                                               7                   0.25             0
     16808053              16808053         Xxxx Xxxxxxx                                     XX                      00000         Single Family                                                  7.75                   0.25             0
     16808059              16808059         Xxxxx                                            XX                      00000         Condominium                                                    7.75                   0.25             0
     16808065              16808065         Xxxxxxxxx                                        XX                      00000         Single Family                                                     7                   0.25             0
     16808067              16808067         Xxxxxxxx                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16808071              16808071         XXXXXXXX                                         XX                      00000         Single Family                                                 7.875                   0.25             0
     16808072              16808072         Xxxxxxxx                                         XX                      00000         PUD                                                            7.25                   0.25             0
     16808074              16808074         XXXXXX                                           XX                      00000         Condominium                                                     7.5                   0.25             0
     16808082              16808082         Xxxxxx                                           XX                      00000         PUD                                                            7.25                   0.25             0
     16808083              16808083         Xxxxxxxxx                                        XX                       0000         Single Family                                                     7                   0.25             0
     16808084              16808084         Xxxxxxxx                                         XX                       0000         Condominium                                                    6.75                   0.25             0
     16808089              16808089         Xxx Xxxx                                         XX                      00000         Condominium                                                     7.5                   0.25             0
     16808102              16808102         Xxx Xxxxx                                        XX                      00000         Condominium                                                   6.875                   0.25             0
     16808118              16808118         XXXXX                                            XX                      00000         PUD                                                             6.5                   0.25             0
     16671354              16671354         XXXXXXXXXX                                       XX                      00000         Single Family                                                  8.25                   0.25          0.64
     16654029              16654029         Xxxxxxx                                          XX                      00000         Condominium                                                     6.5                   0.25             0
     16859174              16859174         XXXXXXXXXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16859996              16859996         XXXX                                             XX                      00000         Single Family                                                  7.25                   0.25             0
     16838846              16838846         XXXXX                                            XX                      00000         Single Family                                                  8.25                   0.25             0
     16778763              16778763         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16655528              16655528         XXXXXXX XXXX                                     XX                      00000         Single Family                                                     7                   0.25             0
     16655536              16655536         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.375                   0.25             0
     16646336              16646336         Xxxxxxxx                                         XX                      00000         Single Family                                                 7.375                   0.25             0
     16646185              16646185         EAST XXXXXXXX                                    XX                      00000         2-4 Family                                                    6.875                   0.25             0
     16641310              16641310         Xxxxxx                                           XX                      00000         Single Family                                                     7                   0.25             0
     16640814              16640814         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                 7.875                   0.25             0
     16981541              16981541         Xxxxxx                                           MA                       2341         Condominium                                                    6.25                   0.25             0
     16980407              16980407         XXX XXXX XXXXXX                                  XX                      00000         PUD                                                               7                   0.25             0
     16980425              16980425         XXXXXXXX XXXX                                    XX                      00000         Single Family                                                   6.5                   0.25             0
     16980436              16980436         XXXXXXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16980440              16980440         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16980441              16980441         XXXXXX XXXX                                      XX                      00000         Single Family                                                  6.75                   0.25             0
     16980451              16980451         XXXXXXXXX                                        XX                      00000         Single Family                                                  7.25                   0.25             0
     16979233              16979233         XXXXXXXXXX                                       XX                      00000         Single Family                                                 7.875                   0.25             0
     16776588              16776588         XXXXX XXXXXXX                                    XX                      00000         Single Family                                                  7.75                   0.25             0
     16979127              16979127         XXXXXX                                           XX                      00000         Single Family                                                  7.75                   0.25             0
     16710604              16710604         Xxxxxxxx                                         XX                      00000         Condominium                                                   7.375                   0.25             0
     16709218              16709218         Xxxxx                                            XX                      00000         2-4 Family                                                    6.625                   0.25             0
     16707560              16707560         Xxxxxxxx                                         XX                      00000         Single Family                                                     7                   0.25             0
     16628689              16628689         Xxxxxxxxx Xxxxx                                  XX                      00000         Single Family                                                  6.75                   0.25             0
     16700036              16700036         Xxxxx Xxxx                                       XX                      00000         PUD                                                             8.5                   0.25          1.05
     16860152              16860152         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16860156              16860156         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16860157              16860157         XXXXX XXXXXX                                     XX                      00000         PUD                                                           6.125                   0.25             0
     16860159              16860159         XXXXXXXXXXXX                                     XX                      00000         PUD                                                           6.375                   0.25             0
     16860160              16860160         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16860164              16860164         XXXXXXX                                          XX                      00000         PUD                                                           6.375                   0.25             0
     16860165              16860165         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16860167              16860167         XXXXXXXX XXX.                                    XX                       0000         Single Family                                                   6.5                   0.25             0
     16860171              16860171         XXXXXXXXX                                        XX                       0000         Single Family                                                 5.875                   0.25             0
     16860173              16860173         XXXXXXXX                                         XX                      00000         Single Family                                                 5.625                   0.25             0
     16860182              16860182         XXXXXXX XXX                                      XX                      00000         Single Family                                                  5.75                   0.25             0
     16860184              16860184         XXXX                                             XX                      00000         Single Family                                                 6.875                   0.25             0
     16860189              16860189         XXXXXXXX                                         XX                       0000         2-4 Family                                                    6.375                   0.25             0
     16860191              16860191         XXXXXXXXXXXXXX                                   XX                      00000         Single Family                                                 6.875                   0.25             0
     16860192              16860192         XXXXXXX                                          XX                      00000         PUD                                                           6.375                   0.25             0
     16860193              16860193         XXXXXX XXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16860195              16860195         XXXXX XXXXXXXX                                   XX                       0000         Single Family                                                 6.375                   0.25             0
     16860203              16860203         XXXXXXX                                          XX                       0000         Single Family                                                     6                   0.25             0
     16860204              16860204         XXXXXXXX                                         XX                       0000         Single Family                                                 6.625                   0.25             0
     16860205              16860205         XXXXXXX                                          XX                      00000         Condominium                                                     6.5                   0.25             0
     16860208              16860208         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16860211              16860211         XXXXXXXXX                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16860215              16860215         XXXXXX                                           XX                      00000         Condominium                                                   6.375                   0.25             0
     16860036              16860036         XXX XXXXXX                                       XX                      00000         Single Family                                                 5.875                   0.25             0
     16860037              16860037         XXXXXXXXX                                        XX                      00000         Single Family                                                     6                   0.25             0
     16860039              16860039         XXXXXXX                                          XX                      00000         Single Family                                                 6.375                   0.25             0
     16860041              16860041         XXXXXX                                           XX                      00000         Single Family                                                     6                   0.25             0
     16860043              16860043         XXXXXXXXXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16860044              16860044         XXXXXXXXXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16860046              16860046         XXXXXXX XXXXX                                    XX                       0000         Single Family                                                  6.25                   0.25             0
     16860049              16860049         XXX XXXXX                                        XX                      00000         PUD                                                           6.375                   0.25             0
     16860050              16860050         XXXXXXXXXX                                       XX                       0000         Single Family                                                 5.875                   0.25             0
     16860055              16860055         XXXXXXXXX XXXXX                                  XX                       0000         Condominium                                                    5.75                   0.25             0
     16860056              16860056         XXXXXXXXXXXXXX                                   XX                      00000         Single Family                                                 6.875                   0.25             0
     16860058              16860058         XXXXXX XXXX                                      XX                      00000         PUD                                                            6.25                   0.25             0
     16860059              16860059         XXXXXXX                                          XX                      00000         Single Family                                                  6.25                   0.25             0
     16860061              16860061         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16860062              16860062         XXXXXXXXX XXXX                                   XX                      00000         Single Family                                                 6.375                   0.25             0
     16860064              16860064         XXXX XXXXX                                       XX                      00000         Single Family                                                 6.375                   0.25             0
     16860068              16860068         XXXX                                             XX                      00000         Single Family                                                     7                   0.25             0
     16860073              16860073         XXX XXXXXXX                                      XX                      00000         Single Family                                                 6.375                   0.25             0
     16860077              16860077         XXXX XXX                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16860082              16860082         XXXXXXXX                                         XX                      00000         Single Family                                                  6.25                   0.25             0
     16860083              16860083         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.25                   0.25             0
     16860084              16860084         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.25                   0.25             0
     16860092              16860092         XXXXXX                                           XX                      00000         Single Family                                                 6.375                   0.25             0
     16860096              16860096         XXXXXXXXXX                                       XX                      00000         PUD                                                             5.5                   0.25             0
     16860097              16860097         XXXXXXX                                          XX                       0000         2-4 Family                                                     5.75                   0.25             0
     16860098              16860098         XXXXXXXXXX                                       XX                       0000         Single Family                                                 6.125                   0.25             0
     16860102              16860102         ROCKAWAY                                         NJ                       7866         PUD                                                             5.5                   0.25             0
     16860104              16860104         XX XXXXX                                         XX                      00000         Condominium                                                   6.625                   0.25             0
     16860108              16860108         XXXXXXXX                                         XX                      00000         Single Family                                                   5.5                   0.25             0
     16860109              16860109         XXXXXXXXXXXX                                     XX                       0000         PUD                                                             6.5                   0.25             0
     16860112              16860112         XXXXXX                                           XX                      00000         PUD                                                           6.625                   0.25             0
     16860117              16860117         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16860118              16860118         XXXXXXXXXX                                       XX                      00000         PUD                                                           6.375                   0.25             0
     16860119              16860119         XXXX XXXXXX                                      XX                      00000         Single Family                                                   6.5                   0.25             0
     16860122              16860122         XXXXXXXXXX                                       XX                      00000         PUD                                                           6.375                   0.25             0
     16860125              16860125         XXXXXXXXXX                                       XX                      00000         Single Family                                                     6                   0.25             0
     16860127              16860127         XXXXX XXXXX                                      XX                      00000         Single Family                                                   6.5                   0.25             0
     16860129              16860129         XXXXXX                                           XX                      00000         Single Family                                                  6.25                   0.25             0
     16860138              16860138         XXXXXX                                           XX                      00000         PUD                                                           6.375                   0.25             0
     16860141              16860141         XXXXXXXXX                                        XX                      00000         PUD                                                             5.5                   0.25             0
     16860143              16860143         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16860145              16860145         XXXXXXX                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16860146              16860146         XXXXX XXXXXXX                                    XX                      00000         PUD                                                           6.125                   0.25             0
     16860150              16860150         XXXXXXXXXX                                       XX                       0000         Single Family                                                     6                   0.25             0
     16859985              16859985         XXXXXX XXXXXX XXXXX                              XX                      00000         Single Family                                                 6.625                   0.25             0
     16859988              16859988         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.375                   0.25             0
     16859989              16859989         XXXXXXXXXX                                       XX                      00000         PUD                                                           6.875                   0.25             0
     16859993              16859993         XXXXXXX                                          XX                      00000         Single Family                                                 5.875                   0.25             0
     16859998              16859998         CONCORD                                          NH                       3303         Single Family                                                  6.75                   0.25             0
     16860001              16860001         XXXXXXXX XXXX                                    XX                      00000         PUD                                                            6.25                   0.25             0
     16860005              16860005         XXXX XXXXX                                       XX                       0000         Condominium                                                    6.75                   0.25             0
     16860006              16860006         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 6.625                   0.25             0
     16860007              16860007         XXX XXXXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16860010              16860010         XXXXXXXXX                                        XX                      00000         Single Family                                                 5.875                   0.25             0
     16860012              16860012         XXX XXXXXXXXXX                                   XX                      00000         Condominium                                                     6.5                   0.25             0
     16860013              16860013         XXXXX XXXXXXXXXX                                 XX                      00000         Single Family                                                  6.25                   0.25             0
     16860016              16860016         XXXXX XXXXX                                      XX                      00000         Single Family                                                     6                   0.25             0
     16860017              16860017         XXXXX XXXXX                                      XX                       0000         Single Family                                                   6.5                   0.25             0
     16860018              16860018         XXXXXXXXXX                                       XX                      00000         Single Family                                                     6                   0.25             0
     16860021              16860021         XXXXX XXXXXX                                     XX                      00000         Single Family                                                 6.625                   0.25             0
     16860024              16860024         XXXXX XXXXX                                      XX                      00000         Single Family                                                  6.25                   0.25             0
     16860027              16860027         XXXXXXXX                                         XX                      00000         PUD                                                               6                   0.25             0
     16860028              16860028         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16860030              16860030         XXXXX XXXXX                                      XX                      00000         Single Family                                                 6.875                   0.25             0
     16860032              16860032         XXXXXXX                                          XX                      00000         Single Family                                                 5.875                   0.25             0
     16860035              16860035         XXXXXXXX                                         XX                      00000         Single Family                                                  5.25                   0.25             0
     16640397              16640397         Xxxxxxxxxx Xxxx                                  XX                      00000         Single Family                                                     8                   0.25             0
     16596065              16596065         Xxxxxx Xxxxx                                     XX                      00000         Single Family                                                 7.625                   0.25             0
     16656282              16656282         XXXXXXX                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16564400              16564400         Xxxxxxxxx                                        XX                      00000         Single Family                                                     7                   0.25             0
     16784842              16784842         XXX XXXXX                                        XX                      00000         Single Family                                                 6.625                   0.25             0
     16804136              16804136         Xxxxxx Xxxxx                                     XX                      00000         PUD                                                           6.875                   0.25             0
     16706471              16706471         Xxxx Xxxx                                        XX                      00000         Condominium                                                   7.125                   0.25             0
     16765173              16765173         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16968371              16968371         Xxxxxxxxx                                        XX                      00000         Single Family                                                  7.25                   0.25             0
     16857380              16857380         Xx Xxxxxx Xxxxx                                  XX                      00000         Single Family                                                 6.375                   0.25             0
     16771354              16771354         Xxx Xxxx                                         XX                      00000         Condominium                                                   7.125                   0.25             0
     16807144              16807144         Xxxxx Xxxxx                                      XX                      00000         Hi-Rise Condo                                                  6.75                   0.25             0
     16718199              16718199         Xxxx Xxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16638766              16638766         Xxxx Xxxxxx                                      XX                      00000         PUD                                                            8.25                   0.25             0
     16628852              16628852         Xxxxxxxxxx                                       XX                      00000         Single Family                                                  8.25                   0.25             0
     16657015              16657015         Xxxxxxxx                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16709223              16709223         Xxxxxxx                                          XX                      00000         PUD                                                           7.125                   0.25             0
     16710447              16710447         Xxxxxxxxxxxx                                     XX                      00000         Single Family                                                 7.875                   0.25             0
     16717987              16717987         Xxxxxxxx                                         XX                      00000         PUD                                                           7.625                   0.25             0
     16687848              16687848         Xxxxxxxxxxxx                                     XX                      00000         Single Family                                                  6.75                   0.25             0
     16691845              16691845         Xxxxxxxx                                         XX                      00000         Single Family                                                  6.75                   0.25             0
     16666043              16666043         Xxxxx                                            XX                      00000         PUD                                                             7.5                   0.25             0
     16666977              16666977         XXXX XXXXX                                       XX                      00000         Single Family                                                 7.875                   0.25             0
     16662475              16662475         XXXXXX                                           XX                      00000         Single Family                                                   7.5                   0.25             0
     16662483              16662483         XXXXXXX                                          XX                      00000         PUD                                                             7.5                   0.25             0
     16662457              16662457         Xxxxxx                                           XX                      00000         Single Family                                                   7.5                   0.25             0
     16662425              16662425         XXXXXXX                                          XX                      00000         PUD                                                             7.5                   0.25             0
     16662442              16662442         XXXXXX                                           XX                      00000         Single Family                                                   7.5                   0.25             0
     16839684              16839684         Xxxxx Xxxxx                                      XX                      00000         Single Family                                                 6.625                   0.25             0
     16814237              16814237         Xxxxxxxxxx                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16849016              16849016         XXXXXXXX                                         XX                      00000         PUD                                                            7.75                   0.25             0
     16860196              16860196         XXXXXXXXX                                        XX                      00000         2-4 Family                                                    6.375                   0.25             0
     16860197              16860197         XXXXXX                                           XX                      00000         Single Family                                                  6.25                   0.25             0
     16860198              16860198         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16860199              16860199         XXXXXX XXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16860200              16860200         XXXXXXXXXX                                       XX                      00000         Single Family                                                     6                   0.25             0
     16860201              16860201         XXXXXXXX                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16860207              16860207         XXXXXX XXX                                       XX                      00000         Single Family                                                 6.625                   0.25             0
     16860210              16860210         XXXXXXXX XXX                                     XX                      00000         Single Family                                                  6.25                   0.25             0
     16860212              16860212         XXXXXXXXXX                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16860213              16860213         XXXXXXXXXX                                       XX                      00000         PUD                                                            6.75                   0.25             0
     16860214              16860214         XXXXXXX                                          XX                      00000         Single Family                                                     6                   0.25             0
     16860217              16860217         XXXXXXX XXXXXXXX                                 XX                      00000         Single Family                                                   5.5                   0.25             0
     16860133              16860133         XXXXXX XXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16860134              16860134         XXXXX XXXX                                       XX                      00000         Single Family                                                 6.125                   0.25             0
     16860136              16860136         XXXXXXXXX                                        XX                       0000         Single Family                                                 5.625                   0.25             0
     16860139              16860139         XXXXX XXXX                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16860140              16860140         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.375                   0.25             0
     16860142              16860142         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16860147              16860147         XXXXXXXXXX                                       XX                      00000         Single Family                                                 6.375                   0.25             0
     16860148              16860148         XXXXXX                                           XX                      00000         Single Family                                                 6.375                   0.25             0
     16860151              16860151         XXXX XXXXXX                                      XX                      00000         PUD                                                            5.75                   0.25             0
     16860153              16860153         XXXXXXX XXXXXXXX                                 XX                      00000         Single Family                                                     6                   0.25             0
     16860154              16860154         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16860155              16860155         XXX XXXX                                         XX                      00000         Single Family                                                     6                   0.25             0
     16860158              16860158         XXXXXXXXX                                        XX                      00000         Single Family                                                   6.5                   0.25             0
     16860161              16860161         XXXXXXXX                                         XX                      00000         Single Family                                                 6.625                   0.25             0
     16860162              16860162         XXXXX XXXX                                       XX                      00000         Single Family                                                  5.75                   0.25             0
     16860163              16860163         XXXXX                                            XX                      00000         PUD                                                             6.5                   0.25             0
     16860166              16860166         XXXXXXXX                                         XX                      00000         Single Family                                                  6.25                   0.25             0
     16860168              16860168         XXXXX XXX                                        XX                      00000         Single Family                                                  6.75                   0.25             0
     16860169              16860169         XXXXXXX XXXXXXXX                                 XX                      00000         Single Family                                                 6.375                   0.25             0
     16860170              16860170         XXXX XXXX                                        XX                      00000         Single Family                                                  6.25                   0.25             0
     16860172              16860172         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.125                   0.25             0
     16860174              16860174         XXXXXX                                           XX                      00000         Single Family                                                  6.25                   0.25             0
     16860175              16860175         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.125                   0.25             0
     16860177              16860177         XXXXXXXXX                                        XX                      00000         Single Family                                                     6                   0.25             0
     16860178              16860178         XXXXXXXXXXXX XXXXXXXX                            XX                      00000         Condominium                                                   6.625                   0.25             0
     16860179              16860179         XXXXX XXX                                        XX                      00000         Single Family                                                 7.125                   0.25             0
     16860180              16860180         XXXXXXX                                          XX                      00000         Condominium                                                   5.375                   0.25             0
     16860181              16860181         XXXXX                                            XX                      00000         Single Family                                                  6.75                   0.25             0
     16860186              16860186         XXXXXXXX XXXXXXX                                 XX                      00000         Single Family                                                  6.75                   0.25             0
     16860187              16860187         XXXX                                             XX                      00000         PUD                                                           5.875                   0.25             0
     16860188              16860188         XXXXXXXX                                         XX                      00000         Condominium                                                       6                   0.25             0
     16860190              16860190         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16860194              16860194         XXXX XXXXXXXXXX                                  XX                      00000         Single Family                                                 5.875                   0.25             0
     16860071              16860071         XXXX XXXXXXX                                     XX                      00000         Single Family                                                 5.625                   0.25             0
     16860074              16860074         XXXXXXX                                          XX                      00000         Single Family                                                  6.25                   0.25             0
     16860075              16860075         XXXXX XXXXX                                      XX                      00000         Single Family                                                 7.125                   0.25             0
     16860076              16860076         XXXXXXXX                                         XX                      00000         Single Family                                                  6.75                   0.25             0
     16860078              16860078         XXXXXXXX XXXXXX                                  XX                       0000         Condominium                                                   6.375                   0.25             0
     16860079              16860079         XXXXXXXX                                         XX                      00000         Single Family                                                  7.25                   0.25             0
     16860081              16860081         XXXXXXX XXXXX                                    XX                      00000         Single Family                                                  6.75                   0.25             0
     16860085              16860085         XXXXXXXXXX                                       XX                       0000         2-4 Family                                                      5.5                   0.25             0
     16860086              16860086         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.75                   0.25             0
     16860087              16860087         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.25                   0.25             0
     16860089              16860089         XXXXXXXX                                         XX                      00000         PUD                                                           6.875                   0.25             0
     16860090              16860090         XXX XXXXXXXXX                                    XX                      00000         Single Family                                                 6.875                   0.25             0
     16860091              16860091         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.625                   0.25             0
     16860093              16860093         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16860094              16860094         XXXX                                             XX                      00000         Single Family                                                  6.25                   0.25             0
     16860095              16860095         XXXXXX                                           XX                      00000         PUD                                                           6.375                   0.25             0
     16860099              16860099         XXXXX XXXXXX                                     XX                      00000         Condominium                                                    6.75                   0.25             0
     16860100              16860100         XXXXX XXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16860101              16860101         XXXXXXX XXXXX                                    XX                      00000         Single Family                                                  7.25                   0.25             0
     16860103              16860103         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16860106              16860106         XXXXXX                                           XX                      00000         Single Family                                                   6.5                   0.25             0
     16860110              16860110         XXXXXXX                                          XX                      00000         PUD                                                           6.375                   0.25             0
     16860111              16860111         XXXXXXXXX                                        XX                      00000         Single Family                                                   6.5                   0.25             0
     16860114              16860114         XXXXXX                                           XX                      00000         2-4 Family                                                    5.875                   0.25             0
     16860115              16860115         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16860116              16860116         XXXXXXXXXX                                       XX                      00000         Single Family                                                 5.875                   0.25             0
     16860120              16860120         XXXXX XXXX                                       XX                      00000         Single Family                                                 6.625                   0.25             0
     16860121              16860121         XXXX XXXXXX XXXXX                                XX                      00000         Single Family                                                 6.625                   0.25             0
     16860124              16860124         XXXXX XXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16860126              16860126         XXXXXX                                           XX                      00000         Single Family                                                   6.5                   0.25             0
     16860128              16860128         XXXXXXXXXX XXXXXXXX                              XX                      00000         Single Family                                                 6.375                   0.25             0
     16860130              16860130         STAMFORD                                         VT                       5352         Single Family                                                  6.25                   0.25             0
     16860131              16860131         XXXXXXXX                                         XX                      00000         PUD                                                            5.75                   0.25             0
     16859983              16859983         XXXXX XXXXX                                      XX                      00000         Condominium                                                   6.375                   0.25             0
     16859984              16859984         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16859987              16859987         XXXXXX XXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16859990              16859990         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16859991              16859991         XXXXX XXXX                                       XX                      00000         Single Family                                                 6.375                   0.25             0
     16859992              16859992         XXXX                                             XX                      00000         Condominium                                                    6.75                   0.25             0
     16859994              16859994         XXXXXXXXX XXXXX                                  XX                      00000         Condominium                                                    6.25                   0.25             0
     16859995              16859995         XXXXXXX XXXXXXXX                                 XX                      00000         Single Family                                                  6.25                   0.25             0
     16859997              16859997         XXXXXXXX XXXXXXX                                 XX                      00000         Condominium                                                     6.5                   0.25             0
     16859999              16859999         XXXX XXXXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16860000              16860000         XXXXX                                            XX                      00000         PUD                                                           6.875                   0.25             0
     16860002              16860002         XXXXXXXXX                                        XX                       0000         2-4 Family                                                    6.375                   0.25             0
     16860004              16860004         XXXXXXX                                          XX                      00000         Single Family                                                  5.25                   0.25             0
     16860008              16860008         XXXXX XXXXXXXXXX                                 XX                      00000         PUD                                                           5.875                   0.25             0
     16860009              16860009         XXXXX XXXX XXX.                                  XX                      00000         Single Family                                                  6.25                   0.25             0
     16860011              16860011         XXXXXXXXXX                                       XX                       0000         Condominium                                                    6.25                   0.25             0
     16860015              16860015         GALENA                                           MD                      21635         Single Family                                                 5.875                   0.25             0
     16860022              16860022         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.625                   0.25             0
     16860023              16860023         XXXXXXXX XXX.                                    XX                      00000         Single Family                                                   6.5                   0.25             0
     16860025              16860025         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16860026              16860026         XX. XXXXX XXXXXX                                 XX                      00000         Single Family                                                  6.75                   0.25             0
     16860029              00000000         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16860031              16860031         XXXX                                             XX                      00000         Single Family                                                 6.625                   0.25             0
     16860033              16860033         XXXXXX XXXXXX                                    XX                      00000         PUD                                                           5.875                   0.25             0
     16860034              16860034         XXXXXX XXXXXXX                                   XX                      00000         Single Family                                                 6.375                   0.25             0
     16860038              16860038         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                     6                   0.25             0
     16860042              16860042         XXXXX XXX.                                       XX                      00000         Single Family                                                  6.75                   0.25             0
     16860045              16860045         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16860047              16860047         XXXX XXXXXX                                      XX                      00000         Single Family                                                 5.875                   0.25             0
     16860048              16860048         XXXXXXXXX                                        XX                      00000         Single Family                                                  6.25                   0.25             0
     16860051              16860051         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 6.875                   0.25             0
     16860052              16860052         XXXXXXXXXXXXXX                                   XX                      00000         Single Family                                                     6                   0.25             0
     16860053              16860053         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.375                   0.25             0
     16860060              16860060         XXXXX XXXXX                                      XX                      00000         PUD                                                            6.25                   0.25             0
     16860063              16860063         CANAAN                                           CT                       6018         Single Family                                                   6.5                   0.25             0
     16860066              16860066         XXXXXXXX                                         XX                      00000         Single Family                                                 6.125                   0.25             0
     16860067              16860067         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16860069              16860069         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16860070              16860070         XXXXXXXXXXXX                                     XX                      00000         PUD                                                           6.875                   0.25             0
     16683696              16683696         Xxxxxxxxx                                        XX                       0000         Single Family                                                  6.75                   0.25             0
     16676341              16676341         Xxxxx                                            XX                      00000         Single Family                                                     7                   0.25             0
     16776649              16776649         Xxxxxxxx                                         XX                      00000         PUD                                                           6.125                   0.25             0
     16773119              16773119         Xxxxxxx                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16778216              16778216         XXXXXXXXXXX                                      XX                      00000         2-4 Family                                                    6.625                   0.25             0
     16780513              16780513         Xxxxx Xxxxx                                      XX                      00000         Single Family                                                  7.75                   0.25             0
     16797953              16797953         Xxxxxxxxx Xxxxxxx                                XX                      00000         Single Family                                                  6.75                   0.25             0
     16803184              16803184         Xxxxxxxx                                         XX                      00000         Single Family                                                 7.375                   0.25             0
     16802979              16802979         Xxxxxx                                           PA                      18512         Single Family                                                 6.625                   0.25             0
     16803263              16803263         Xxxxxxxxx                                        XX                      00000         Condominium                                                     6.5                   0.25             0
     16764953              16764953         Toms River                                       NJ                       8753         Single Family                                                 7.875                   0.25             0
     16764852              16764852         Xxxxxx                                           XX                      00000         Single Family                                                 7.375                   0.25          1.16
     16767416              16767416         XXXXX                                            XX                      00000         Single Family                                                 7.125                   0.25             0
     16772878              16772878         Xxxxxx                                           XX                      00000         Single Family                                                 7.875                   0.25             0
     16839683              16839683         XXX XXXXX                                        XX                      00000         PUD                                                           5.625                   0.25             0
     16802983              16802983         Xxxxxxxx                                         XX                      00000         PUD                                                           5.875                   0.25             0
     16366715              16366715         XXXXXXXX                                         XX                       0000         Condominium                                                   7.875                   0.25             0
     16731223              16731223         Xxxxxxx Xxxx                                     XX                      00000         Single Family                                                  7.75                   0.25             0
     16730111              16730111         Xxxxxxxx                                         XX                      00000         Single Family                                                  6.75                   0.25             0
     16722990              16722990         Xxxx Xxxxx Xxxxx                                 XX                      00000         PUD                                                           7.875                   0.25             0
     16659113              16659113         XXXXXXXXXX                                       XX                      00000         Townhouse                                                       6.5                   0.25             0
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     16807410              16807410         Xxxxxxxxxxxxxxx                                  XX                      00000         Single Family                                                  7.25                   0.25             0
     16807445              16807445         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                   7.5                   0.25             0
     16808045              16808045         Xxxxxx                                           XX                      00000         PUD                                                           7.125                   0.25             0
     16808099              16808099         Xxxxxxxx                                         XX                      00000         PUD                                                           7.375                   0.25             0
     16808101              16808101         Xxxxxxxxx Xxxxx                                  XX                      00000         Condominium                                                   7.375                   0.25             0
     16814065              16814065         XXXXXX                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16826855              16826855         XXXXXX XXXX                                      XX                      00000         Single Family                                                  6.75                   0.25             0
     16801623              16801623         Xxxxxxxxx                                        XX                      00000         2-4 Family                                                     7.75                   0.25             0
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     16823213              16823213         NINEVEH                                          IN                      46164         Single Family                                                  6.75                   0.25             0
     16823216              16823216         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16823221              16823221         XXXXXXXX XX XXXXX                                XX                       0000         Single Family                                                   6.5                   0.25             0
     16823224              16823224         PIQUA                                            OH                      45356         2-4 Family                                                    7.125                   0.25             0
     16823226              16823226         XXXX                                             XX                      00000         Single Family                                                 6.875                   0.25             0
     16823234              16823234         XXXXXX                                           XX                      00000         2-4 Family                                                    7.625                   0.25             0
     16823235              16823235         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
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     16807438              16807438         Xxxxxxx                                          XX                      00000         PUD                                                            7.25                   0.25             0
     16807440              16807440         Xxxxxx                                           XX                      00000         PUD                                                           7.375                   0.25             0
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     16808047              16808047         Xxx Xxxxxx                                       XX                      00000         Condominium                                                     7.5                   0.25             0
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     16808063              16808063         Xxxxxxxxx                                        XX                      00000         Single Family                                                  6.75                   0.25             0
     16808064              16808064         XXXXXXX                                          XX                      00000         Condominium                                                   7.625                   0.25             0
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     16808076              16808076         Xxx Xxxxxxx                                      XX                      00000         Condominium                                                    7.25                   0.25             0
     16808077              16808077         Desert Hot Xxxxxxx                               XX                      00000         Single Family                                                 6.625                   0.25             0
     16808078              16808078         Xxx Xxxxx                                        XX                      00000         Condominium                                                   6.875                   0.25             0
     16808087              16808087         Xxxx                                             XX                      00000         PUD                                                            7.25                   0.25             0
     16808090              16808090         Xxxxxxxx                                         XX                      00000         Single Family                                                 7.625                   0.25             0
     16808092              16808092         Xxxxxxx                                          XX                      00000         PUD                                                           7.625                   0.25             0
     16808093              16808093         Xxxxx                                            XX                      00000         PUD                                                           7.375                   0.25             0
     16808095              16808095         Xxxxxxxx                                         XX                      00000         PUD                                                           7.375                   0.25             0
     16808098              16808098         Xxxxxxxxx Xxxx                                   XX                      00000         Condominium                                                   7.625                   0.25             0
     16808100              16808100         Xxxxxx                                           XX                      00000         PUD                                                             7.5                   0.25             0
     16808104              16808104         Xxxxxxxx                                         XX                      00000         PUD                                                             6.5                   0.25             0
     16808108              16808108         Xxxxxxxx                                         XX                      00000         PUD                                                           6.875                   0.25             0
     16808114              16808114         Xxxxxxxxx                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16808123              16808123         XXXXX                                            XX                      00000         Single Family                                                 7.125                   0.25             0
     16807386              16807386         Borough of Xxxx Xxxxxxxxx                        XX                      00000         Single Family                                                     7                   0.25             0
     16807392              16807392         Xxxxxxx                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16807395              16807395         XXXXXX XXXX                                      XX                       0000         2-4 Family                                                     6.75                   0.25             0
     16807397              16807397         XXXXXXXXXX                                       XX                       0000         Single Family                                                 6.625                   0.25             0
     16807399              16807399         Xxxxxxxxxxxx                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16807404              16807404         Xxxxxxxxx Xxxxxxx                                XX                      00000         Single Family                                                     7                   0.25             0
     16807405              16807405         Xxxxxxxxx                                        XX                      00000         Single Family                                                     7                   0.25             0
     16807406              16807406         Xxxxxxxxx                                        XX                      00000         Single Family                                                  7.25                   0.25             0
     16807415              16807415         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                  7.25                   0.25             0
     16807416              16807416         XXXXXXX                                          XX                      00000         Condominium                                                    7.25                   0.25             0
     16807417              16807417         XXXXXX                                           XX                      00000         PUD                                                            7.25                   0.25             0
     16807419              16807419         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16807420              16807420         Xxxxx Xxx Xxxxx                                  XX                      00000         Single Family                                                  6.75                   0.25             0
     16807421              16807421         Xxxxxxx                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16780378              16780378         FT XXXXXXXXXX                                    XX                      00000         2-4 Family                                                    7.125                   0.25             0
     16780385              16780385         XXXXX XXXX                                       XX                      00000         Single Family                                                   9.5                   0.25             0
     16780390              16780390         XXXXXX                                           XX                       0000         2-4 Family                                                     8.25                   0.25             0
     16780393              16780393         XXXXXX XXXX                                      XX                       0000         Single Family                                                     9                   0.25             0
     16780400              16780400         XXXXXXXXX                                        XX                       0000         2-4 Family                                                    6.875                   0.25             0
     16851263              16851263         XXX XXXX                                         XX                      00000         PUD                                                               8                   0.25             0
     16851373              16851373         XXXXXXXXXX                                       XX                      00000         2-4 Family                                                      8.5                   0.25             0
     16851375              16851375         XXXXXXXX                                         XX                      00000         Single Family                                                  8.75                   0.25             0
     16851398              16851398         XXX                                              XX                      00000         Single Family                                                 7.875                   0.25             0
     16851887              16851887         XXXXXXX                                          XX                      00000         2-4 Family                                                    8.375                   0.25             0
     16851948              16851948         XXXXXX                                           XX                      00000         PUD                                                           6.375                   0.25             0
     16851996              16851996         Xxxxxx                                           XX                      00000         PUD                                                           7.875                   0.25             0
     16849392              16849392         Xxxxx                                            XX                      00000         PUD                                                           7.125                   0.25             0
     16849399              16849399         XXXXX                                            XX                      00000         Single Family                                                 7.125                   0.25             0
     16849413              16849413         Xxxxxxxxxx                                       XX                      00000         Single Family                                                  7.25                   0.25             0
     16849453              16849453         XXXXXXXXXX                                       XX                      00000         PUD                                                           7.625                   0.25             0
     16849486              16849486         Xxxxxxx                                          XX                      00000         Single Family                                                 7.125                   0.25             0
     16849508              16849508         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.625                   0.25             0
     16849516              16849516         Xxxxxx                                           XX                      00000         Single Family                                                 7.375                   0.25             0
     16849555              16849555         XXXXX                                            XX                       0000         Single Family                                                 7.125                   0.25             0
     16851038              16851038         Xxxx Xxxxx                                       XX                      00000         PUD                                                           7.125                   0.25             0
     16851058              16851058         XXXXXXX                                          XX                      00000         PUD                                                           6.125                   0.25             0
     16851174              16851174         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16848988              16848988         Xxxxxxxxxx                                       XX                      00000         PUD                                                           7.375                   0.25             0
     16848989              16848989         Xxxx Xxxxx                                       XX                      00000         Single Family                                                  7.25                   0.25             0
     16849179              16849179         XXXXXX                                           XX                      00000         PUD                                                           7.125                   0.25             0
     16849285              16849285         XXXXXXXX                                         XX                      00000         PUD                                                               7                   0.25             0
     16849306              16849306         XXXXXX XXXXX                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16847846              16847846         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.125                   0.25             0
     16847860              16847860         XXXXXXXX                                         XX                       0000         2-4 Family                                                    7.375                   0.25             0
     16847705              16847705         Xxxx Xxxxxx                                      XX                      00000         Single Family                                                 7.875                   0.25             0
     16847902              16847902         XXXXXXX                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16847934              16847934         Xxxx Xxxx Xxxxx                                  XX                      00000         Condominium                                                    7.75                   0.25             0
     16847752              16847752         WINTHROP                                         ME                       4364         Single Family                                                 7.875                   0.25             0
     16847816              16847816         XXX XXXXXXXX                                     XX                      00000         Single Family                                                 8.625                   0.25             0
     16848018              16848018         XXXXXXX                                          XX                      00000         Single Family                                                     7                   0.25             0
     16845885              16845885         XXX XXXXXX                                       XX                      00000         Condominium                                                    6.75                   0.25             0
     16845909              16845909         XXX XXXX                                         XX                      00000         Single Family                                                 7.125                   0.25             0
     16845923              16845923         Xxxxx                                            XX                      00000         Single Family                                                 7.125                   0.25             0
     16845932              16845932         XXXXXXXX XXXX                                    XX                      00000         Single Family                                                  6.75                   0.25             0
     16845940              16845940         XXXXXXX                                          XX                      00000         Single Family                                                 6.625                   0.25             0
     16845948              16845948         XXXXXXX                                          XX                      00000         Single Family                                                   7.5                   0.25             0
     16845985              16845985         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16846005              16846005         Xxxxxxx                                          XX                      00000         Condominium                                                   8.125                   0.25             0
     16846081              16846081         XXXXXXX                                          XX                      00000         PUD                                                           7.875                   0.25             0
     16846320              16846320         XXXXXX                                           XX                      00000         PUD                                                           6.375                   0.25             0
     16847483              16847483         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.375                   0.25             0
     16847492              16847492         XXXXXXXX                                         XX                      00000         PUD                                                            7.75                   0.25             0
     16846111              16846111         Xxxxx                                            XX                      00000         Single Family                                                  7.25                   0.25             0
     16846196              16846196         XXXXXXX                                          XX                      00000         PUD                                                           6.375                   0.25             0
     16846230              16846230         XXXXX                                            XX                      00000         PUD                                                             7.5                   0.25             0
     16846233              16846233         Xxxxxxxxxx                                       XX                      00000         PUD                                                            7.75                   0.25             0
     16846237              16846237         XXXXXXXXX                                        XX                      00000         PUD                                                               8                   0.25             0
     16845639              16845639         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16845698              16845698         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.375                   0.25             0
     16845719              16845719         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16845762              16845762         Xxxxxx                                           XX                      00000         Single Family                                                  6.25                   0.25             0
     16845569              16845569         XXXXXXX                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16845582              16845582         XXXXXXXX                                         XX                      00000         Single Family                                                 7.375                   0.25             0
     16845587              16845587         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.875                   0.25             0
     16845597              16845597         Xxxxx Xxxx                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16844664              16844664         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16844599              16844599         Krum                                             TX                      76249         PUD                                                             7.5                   0.25             0
     16844654              16844654         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16844331              16844331         XXXXXXXX                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16844387              16844387         XXX XXXXX                                        XX                      00000         Single Family                                                  7.25                   0.25             0
     16844443              16844443         Xxxxxxx                                          XX                      00000         PUD                                                           7.625                   0.25             0
     16840054              16840054         Xxxxxxxx                                         XX                      00000         PUD                                                           6.875                   0.25             0
     16840056              16840056         Xxxxxxxx Xxxxx                                   XX                      00000         Single Family                                                 6.875                   0.25             0
     16840061              16840061         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16840120              16840120         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16840156              16840156         XXXXXXX                                          XX                      00000         2-4 Family                                                    7.875                   0.25             0
     16840230              16840230         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.625                   0.25             0
     16840234              16840234         Xxxxxxx                                          XX                      00000         Single Family                                                   7.5                   0.25             0
     16840015              16840015         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                  6.25                   0.25             0
     16840021              16840021         Avon                                             IN                      00000         XXX                                                             7.5                   0.25             0
     16839832              16839832         Xxxxxxxx                                         XX                      00000         Single Family                                                 7.625                   0.25             0
     16839836              16839836         XXXXXXXX                                         XX                      00000         Single Family                                                 7.625                   0.25             0
     16839850              16839850         XXXXXX                                           XX                      00000         Condominium                                                     6.5                   0.25             0
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     16839926              16839926         XXXXXXX                                          XX                      00000         Condominium                                                   7.625                   0.25             0
     16839956              16839956         XXXXXX XXXXXXX                                   XX                      00000         Condominium                                                   7.375                   0.25             0
     16839733              16839733         PASSAIC                                          NJ                       7055         2-4 Family                                                    6.875                   0.25             0
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     16839753              16839753         XXXXXXX                                          XX                      00000         PUD                                                           7.625                   0.25             0
     16839762              16839762         XXXX XXXXX                                       XX                      00000         PUD                                                             6.5                   0.25             0
     16839781              16839781         XXXXXXX                                          XX                      00000         Condominium                                                   7.125                   0.25             0
     16839210              16839210         XXXXX XXXXX                                      XX                      00000         Single Family                                                   6.5                   0.25             0
     16839236              16839236         XXXX                                             XX                      00000         PUD                                                           6.875                   0.25             0
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     16839056              16839056         XXXXXX                                           XX                      00000         Single Family                                                  8.25                   0.25             0
     16839115              16839115         XXX XXX                                          XX                      00000         Single Family                                                 6.125                   0.25             0
     16839160              16839160         Xxxxxxxx                                         XX                      00000         PUD                                                               8                   0.25             0
     16838883              16838883         XXXXXXXXX                                        XX                      00000         PUD                                                           8.625                   0.25             0
     16838905              16838905         Xxxxx Xxxxx                                      XX                      00000         Single Family                                                 6.875                   0.25             0
     16838605              16838605         XXX XXXXX                                        XX                      00000         Condominium                                                   7.125                   0.25             0
     16838608              16838608         XXXXX XXXXXXX                                    XX                      00000         Single Family                                                 8.625                   0.25             0
     16838646              16838646         XXXXXXXXXXX                                      XX                      00000         Single Family                                                   6.5                   0.25             0
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     16838681              16838681         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.375                   0.25             0
     16838751              16838751         XXXXX                                            XX                      00000         Single Family                                                  7.75                   0.25             0
     16838760              16838760         Xxxxxxxxx                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16838821              16838821         Xxxxxxxxx                                        XX                      00000         Single Family                                                 8.375                   0.25          0.76
     16835733              16835733         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
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     16835845              16835845         Xxxxxxxx                                         XX                       0000         Condominium                                                    6.75                   0.25             0
     16835284              16835284         Xxxxxxxxx Xxxx                                   XX                       0000         Single Family                                                 7.875                   0.25             0
     16835293              16835293         Xxxxxxx Xxxx                                     XX                      00000         Single Family                                                  7.75                   0.25             0
     16835308              16835308         Xxx Xxxxx                                        XX                      00000         PUD                                                             6.5                   0.25             0
     16835323              16835323         XXXXXXXXX                                        XX                      00000         Single Family                                                   6.5                   0.25             0
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     16835388              16835388         XXXXXX                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16835415              16835415         Xxx Xxxxx                                        XX                      00000         Single Family                                                   6.5                   0.25             0
     16835472              16835472         Xxxxxxxxxxx                                      XX                      00000         PUD                                                           6.125                   0.25             0
     16835486              16835486         XXXXXX                                           XX                      00000         Single Family                                                 7.375                   0.25             0
     16835487              16835487         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.625                   0.25             0
     16835488              16835488         XX XXXXXX                                        XX                      00000         PUD                                                           6.875                   0.25             0
     16835530              16835530         Xxxxx                                            XX                      00000         PUD                                                           7.375                   0.25             0
     16835549              16835549         XXXXXXX                                          XX                      00000         PUD                                                            7.25                   0.25             0
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     16835582              16835582         XXXX XXXXX XXXXX                                 XX                      00000         Single Family                                                  6.75                   0.25             0
     16835632              16835632         XXXXXXXXX XXXXXXX                                XX                      00000         PUD                                                            7.25                   0.25             0
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     16835177              16835177         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16835195              16835195         XXXXXX                                           XX                      00000         Single Family                                                 7.875                   0.25             0
     16835271              16835271         XXXXX                                            XX                      00000         PUD                                                            6.75                   0.25             0
     16833101              16833101         XXXXXXXXXXXX                                     XX                      00000         PUD                                                             8.5                   0.25             0
     16833207              16833207         Xxxxxxxx                                         XX                      00000         PUD                                                           7.375                   0.25             0
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     16832980              16832980         XXXX                                             XX                      00000         Single Family                                                 7.375                   0.25             0
     16833015              16833015         Xx Xxxxxxx                                       XX                      00000         PUD                                                             7.5                   0.25             0
     16826983              16826983         XXXXXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
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     16827005              16827005         Xxxxxxxx                                         XX                      00000         PUD                                                             6.5                   0.25             0
     16832792              16832792         XXXXXXXXXXXXXX                                   XX                      00000         PUD                                                            5.75                   0.25             0
     16832821              16832821         Xxxxxxx                                          XX                      00000         Single Family                                                 7.625                   0.25             0
     16832827              16832827         XXXXX                                            XX                      00000         Hi-Rise Condo                                                 6.875                   0.25             0
     16833074              16833074         XXXXXXXX XXXXX                                   XX                      00000         PUD                                                            7.25                   0.25             0
     16833086              16833086         Xxxxxxxxx                                        XX                      00000         Single Family                                                  7.25                   0.25             0
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     16832919              16832919         Xxxxxxxxxxx                                      XX                      00000         Condominium                                                     7.5                   0.25             0
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     16824428              16824428         Xxxxxxx                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16826552              16826552         XXXXXX                                           XX                      00000         Condominium                                                   7.125                   0.25             0
     16710653              16710653         Xxxxxxxxxx                                       XX                      00000         Condominium                                                   7.375                   0.25             0
     16824294              16824294         XXXXXX XXXXXXXXX                                 XX                      00000         PUD                                                            6.75                   0.25             0
     16824339              16824339         Xxxxxxxx                                         XX                      00000         PUD                                                           6.999                   0.25             0
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     16819391              16819391         XXXX XXXXX                                       XX                      00000         Single Family                                                   7.5                   0.25             0
     16823690              16823690         XXXXXXXX XXXX                                    XX                      00000         Condominium                                                   6.875                   0.25             0
     16823746              16823746         XXXXXXX                                          XX                      00000         Condominium                                                     6.5                   0.25             0
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     16823797              16823797         XXX XXXXX                                        XX                      00000         PUD                                                            7.25                   0.25             0
     16823817              16823817         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
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     16819456              16819456         XXXX XXXXXXXXXX                                  XX                      00000         Condominium                                                    8.25                   0.25             0
     16823835              16823835         XXXXX                                            XX                      00000         Single Family                                                 7.625                   0.25             0
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     16819550              16819550         XXXXX                                            XX                      00000         PUD                                                             7.5                   0.25             0
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     16819624              16819624         XXXXXX                                           XX                      00000         Single Family                                                 7.375                   0.25             0
     16819657              16819657         Xxxxxxx                                          XX                      00000         Single Family                                                   7.5                   0.25             0
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     16819736              16819736         Xxxx                                             XX                      00000         PUD                                                            7.25                   0.25             0
     16824164              16824164         Xxxxx                                            XX                      00000         Single Family                                                   6.5                   0.25             0
     16824169              16824169         XXXXXXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
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     16824181              16824181         XXXXXXX                                          XX                      00000         PUD                                                            7.75                   0.25             0
     16824185              16824185         Xxxxx Xxxxx                                      XX                      00000         Condominium                                                    7.25                   0.25             0
     16819856              16819856         Pauls Xxxxxx                                     XX                      00000         Single Family                                                   7.5                   0.25             0
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     16780380              16780380         PROVIDENCE                                       RI                       2908         2-4 Family                                                     9.25                   0.25             0
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     16819273              16819273         XXXXXXXXXXXX                                     XX                      00000         PUD                                                           7.125                   0.25             0
     16819291              16819291         XXXXXX                                           XX                      00000         Townhouse                                                     7.375                   0.25             0
     16819313              16819313         XXXXXXX                                          XX                      00000         Single Family                                                     7                   0.25             0
     16814126              16814126         XXX XXXXX                                        XX                      00000         Single Family                                                 7.125                   0.25             0
     16814131              16814131         XXXX XXXXX                                       XX                      00000         Single Family                                                   7.5                   0.25             0
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     16813687              16813687         XXXXXX                                           XX                      00000         PUD                                                           6.875                   0.25             0
     16813723              16813723         XXXXXXXXX                                        XX                      00000         Condominium                                                   6.625                   0.25             0
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     16813735              16813735         XXXXXXXXXX                                       XX                      00000         Condominium                                                   8.375                   0.25             0
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     16813781              16813781         XXXXXXXXX                                        XX                      00000         PUD                                                               7                   0.25             0
     16819083              16819083         XXX                                              XX                      00000         2-4 Family                                                     8.75                   0.25             0
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     16814003              16814003         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16814059              16814059         XXXXXXXXXX                                       XX                      00000         PUD                                                           6.625                   0.25             0
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     16814077              16814077         Xxxxx                                            XX                      00000         Single Family                                                 6.625                   0.25             0
     16814088              16814088         XXXX                                             XX                      00000         PUD                                                           8.625                   0.25             0
     16814104              16814104         XXXXXXXXXXX                                      XX                      00000         PUD                                                           7.125                   0.25             0
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     16819220              16819220         XXXXXXXX XXXXXX                                  XX                      00000         Single Family                                                   6.5                   0.25             0
     16697511              16697511         XXXXX XXXX                                       XX                      00000         Single Family                                                  6.75                   0.25             0
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     16680551              16680551         Xxxxxxxxxx                                       XX                      00000         Townhouse                                                     7.375                   0.25             0
     16695631              16695631         XXX XXXXX                                        XX                      00000         PUD                                                           5.875                   0.25             0
     16970821              16970821         XXXXX XXXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16970825              16970825         XXXXXXXXX                                        XX                      00000         PUD                                                           6.625                   0.25             0
     16970895              16970895         XXXXXXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16974033              16974033         XXXXXXXX XXXXXXX                                 XX                      00000         Condominium                                                   6.375                   0.25             0
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     16823222              16823222         XXXXXXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16823227              16823227         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16567451              16567451         Xxxxxxxxxx                                       XX                      00000         PUD                                                            8.25                   0.25             0
     16823228              16823228         XXXXXXXX                                         XX                      00000         Single Family                                                  6.75                   0.25             0
     16823229              16823229         XXXXXX                                           XX                      00000         Single Family                                                 7.375                   0.25             0
     16823230              16823230         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16823239              16823239         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16823240              16823240         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16823247              16823247         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 6.625                   0.25             0
     16823248              16823248         XXXXX XXXXXX                                     XX                      00000         Single Family                                                 7.875                   0.25             0
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     16808056              16808056         "Xxxxxxxx xx Xxxxxx, Xxxx                        XX                      00000         Single Family                                                   7.5                   0.25             0
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     16808080              16808080         Xxxxxxx                                          XX                      00000         Condominium                                                    7.25                   0.25             0
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     16808117              16808117         Xxxxxxxxx                                        XX                      00000         Single Family                                                  7.75                   0.25             0
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     16808120              16808120         Xxxxx                                            XX                      00000         Condominium                                                    7.25                   0.25             0
     16807411              16807411         XXXXXXX                                          XX                      00000         Single Family                                                  7.25                   0.25             0
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     16807422              16807422         XXXXX XXXX                                       XX                      00000         Single Family                                                  6.75                   0.25             0
     16807423              16807423         Xxxxxxxx                                         XX                      00000         Single Family                                                  6.75                   0.25             0
     16807428              16807428         Xxxxx Xxxxxxx                                    XX                      00000         PUD                                                           6.875                   0.25             0
     16807431              16807431         Xxxxx Xxxxxxx                                    XX                      00000         PUD                                                            7.25                   0.25             0
     16807433              16807433         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
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     16807449              16807449         XXXX XXXXXX                                      XX                      00000         Condominium                                                    7.25                   0.25             0
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     16808052              16808052         Xxxxxxxxx                                        XX                      00000         Single Family                                                   7.5                   0.25             0
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     16838398              16838398         Xxxxxx                                           XX                      00000         PUD                                                           6.625                   0.25             0
     16847269              16847269         Xxxx Xxxxx                                       XX                      00000         PUD                                                           7.375                   0.25             0
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     16765028              16765028         Xxxxxxx                                          XX                       0000         Condominium                                                   7.875                   0.25          0.73
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     16717915              16717915         XXXXXXX                                          XX                      00000         PUD                                                           8.875                   0.25             0
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     16730418              16730418         Xxxxx                                            XX                      00000         Single Family                                                  8.75                   0.25             0
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     16693714              16693714         Xxxxxx                                           XX                      00000         PUD                                                           7.375                   0.25             0
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     16852717              16852717         XXXXXXXX                                         XX                      00000         Condominium                                                   6.625                   0.25             0
     16852734              16852734         Xxxxx Xxxxx                                      XX                      00000         Condominium                                                    6.25                   0.25             0
     16852789              16852789         XXXXXXXX                                         XX                      00000         Condominium                                                    6.25                   0.25             0
     16852792              16852792         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.25                   0.25             0
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     16852045              16852045         Xxxxxxx                                          XX                      00000         Single Family                                                  7.25                   0.25             0
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     16680574              16680574         XX XXXX                                          XX                      00000         Townhouse                                                         8                   0.25             0
     16970824              16970824         XXXXXX XXXX                                      XX                      00000         Single Family                                                     7                   0.25             0
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     16844660              16844660         XXXXX                                            XX                      00000         PUD                                                             6.5                   0.25             0
     16846064              16846064         Xxxxxxxxxx                                       XX                      00000         PUD                                                           7.125                   0.25             0
     16846151              16846151         XXXXXX XXXX                                      XX                      00000         Townhouse                                                      7.75                   0.25             0
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     16849167              16849167         XXXXXX                                           XX                      00000         PUD                                                           7.125                   0.25             0
     16849433              16849433         Xxx Xxxxxxx                                      XX                      00000         Single Family                                                 5.875                   0.25             0
     16851182              16851182         Xxxxxxx                                          XX                      00000         Single Family                                                   7.5                   0.25             0
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     16852390              16852390         XXXXXXX                                          XX                      00000         2-4 Family                                                     6.75                   0.25             0
     16852791              16852791         XXXXXXXXXX                                       XX                      00000         Single Family                                                  6.25                   0.25             0
     16853037              16853037         XXXXXX                                           XX                      00000         PUD                                                             8.5                   0.25             0
     16853165              16853165         Xxxxxxx                                          XX                       0000         2-4 Family                                                    7.625                   0.25             0
     16853269              16853269         XXXXXXX                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16856506              16856506         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
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     16963241              16963241         Xxx Xxxxxxx                                      XX                      00000         Single Family                                                  7.25                   0.25             0
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     16968250              16968250         XXXXX XXXX                                       XX                      00000         PUD                                                            6.75                   0.25             0
     16968312              16968312         Xxxxxx                                           XX                      00000         Single Family                                                   6.5                   0.25             0
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     16968521              16968521         XXX XXXXX                                        XX                      00000         PUD                                                            6.75                   0.25             0
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     16814351              16814351         XXX XXXXX                                        XX                      00000         Single Family                                                  6.25                   0.25             0
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     16819678              16819678         XXXXX XXXX                                       XX                      00000         Condominium                                                   7.125                   0.25             0
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     16823688              16823688         Xxxxxxxxx                                        XX                      00000         Condominium                                                       7                   0.25             0
     16824250              16824250         Xxx Xxxxxxx                                      XX                      00000         Single Family                                                 7.125                   0.25             0
     16824273              16824273         Xxxxxx                                           XX                      00000         Single Family                                                 8.375                   0.25             0
     16824320              16824320         Xxxxxxxx Xxxx                                    XX                      00000         Single Family                                                 7.625                   0.25             0
     16824375              16824375         Xxxxxxxxx                                        XX                      00000         PUD                                                            7.25                   0.25             0
     16827091              16827091         Xxxxxxxxx                                        XX                      00000         PUD                                                            7.25                   0.25             0
     16832920              16832920         XXXXX                                            XX                      00000         Condominium                                                   7.875                   0.25             0
     16832931              16832931         XXXXXXXXX                                        XX                      00000         2-4 Family                                                      7.5                   0.25             0
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     16835214              16835214         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16835516              16835516         XXXXXX                                           XX                      00000         Single Family                                                 8.375                   0.25             0
     16835573              16835573         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 6.625                   0.25             0
     16838774              16838774         XXXXXXXX                                         XX                      00000         Single Family                                                  7.75                   0.25             0
     16839760              16839760         XXXXXXXX                                         XX                      00000         Single Family                                                 6.625                   0.25             0
     16839829              16839829         XXXX XXXXXX                                      XX                      00000         Single Family                                                   6.5                   0.25             0
     16840066              16840066         Xxxxxxxxxx                                       XX                      00000         PUD                                                           6.875                   0.25             0
     16840141              16840141         XXXXXXXXX                                        XX                      00000         Single Family                                                   6.5                   0.25             0
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     16672452              16672452         XXXXXX                                           XX                      00000         Single Family                                                  7.75                   0.25             0
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     16770920              16770920         Xxxxxxx                                          XX                      00000         PUD                                                            6.75                   0.25             0
     16772480              16772480         XXXXXXXX                                         XX                      00000         PUD                                                            8.25                   0.25             0
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     16852870              16852870         Xxxx                                             XX                      00000         Single Family                                                  8.25                   0.25             0
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     16771098              16771098         Xxxxxxxx                                         XX                       0000         Condominium                                                   7.875                   0.25             0
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     16718881              16718881         XXXXXX                                           XX                      00000         Condominium                                                       7                   0.25             0
     16721760              16721760         XXXXX                                            XX                      00000         PUD                                                           6.875                   0.25             0
     16723054              16723054         XX XXXXXX                                        XX                      00000         Single Family                                                 7.875                   0.25             0
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     16809907              16809907         Xxxxxxxx                                         XX                      00000         Single Family                                                 6.375                   0.25             0
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     16809578              16809578         XXXXX XXXX                                       XX                      00000         Single Family                                                  8.25                   0.25             0
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     16809636              16809636         XXXXXXXX                                         XX                      00000         Condominium                                                       7                   0.25             0
     16809476              16809476         XXX XXXXX                                        XX                      00000         Single Family                                                 7.375                   0.25             0
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     16788864              16788864         XXXXXXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16803906              16803906         Xxxxx Xxxxxxxxx                                  XX                      00000         Single Family                                                 7.625                   0.25             0
     16803942              16803942         Xxxxxxxx                                         XX                      00000         Single Family                                                     7                   0.25             0
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     16806977              16806977         XXXX XXXX XXXXX                                  XX                      00000         Condominium                                                   7.875                   0.25             0
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     16790412              16790412         Xxxxxxx                                          XX                      00000         PUD                                                           7.375                   0.25             0
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     16809540              16809540         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
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     16814027              16814027         XXXXXXXXX                                        XX                      00000         Single Family                                                  7.25                   0.25             0
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     16814209              16814209         Xxxxxx                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16814227              16814227         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 7.625                   0.25             0
     16801506              16801506         Xxxxxxx                                          XX                      00000         PUD                                                            6.25                   0.25             0
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     16770561              16770561         XXXXXXXXXXX                                      XX                      00000         Single Family                                                   7.5                   0.25             0
     16770801              16770801         ELK XXXXX XXXXXXX                                XX                      00000         Condominium                                                   7.375                   0.25             0
     16771059              16771059         XXXXX XXXXX                                      XX                      00000         PUD                                                             6.5                   0.25             0
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     16771753              16771753         XXXX XXXXX                                       XX                      00000         PUD                                                           7.625                   0.25             0
     16771901              16771901         XXXXXXX                                          XX                      00000         Single Family                                                  8.75                   0.25             0
     16771909              16771909         Xxxxxx                                           XX                      00000         PUD                                                           7.125                   0.25             0
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     16772106              16772106         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                  6.75                   0.25             0
     16772181              16772181         Xxxxxxxxxx                                       XX                      00000         Condominium                                                   7.625                   0.25             0
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     16778879              16778879         Xxxxx                                            XX                      00000         Condominium                                                   7.375                   0.25             0
     16775328              16775328         Xxxxxxxxxx Xxxxx                                 XX                      00000         PUD                                                           7.375                   0.25             0
     16776947              16776947         XXXXX                                            XX                      00000         Single Family                                                   8.5                   0.25             0
     16777112              16777112         XXXXXXX                                          XX                      00000         PUD                                                            7.25                   0.25             0
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     16784731              16784731         Xxxxxxxxx                                        XX                      00000         Townhouse                                                      8.25                   0.25             0
     16784882              16784882         XX XXXXXX                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16717821              16717821         Xxxxxxx                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16718530              16718530         Xxx Xxxxx                                        XX                      00000         PUD                                                           7.375                   0.25             0
     16721961              16721961         XXXXX XXXXX                                      XX                      00000         Condominium                                                   7.125                   0.25             0
     16723741              16723741         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16728400              16728400         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16728539              16728539         Xxxxx Xxx Xxxxx                                  XX                      00000         PUD                                                           7.125                   0.25             0
     16728679              16728679         XXXXXXXXXX                                       XX                      00000         2-4 Family                                                    6.875                   0.25             0
     16728791              16728791         XXXXXXX                                          XX                      00000         PUD                                                           7.875                   0.25             0
     16728814              16728814         Xxxxxx                                           XX                      00000         PUD                                                            7.25                   0.25             0
     16728837              16728837         Xxxxx Xxxx                                       XX                      00000         Single Family                                                 6.625                   0.25             0
     16729438              16729438         XXXXXX XXXXX XXXXXXX                             XX                      00000         Single Family                                                     8                   0.25             0
     16729753              16729753         Xxxxxxx                                          NJ                       8221         2-4 Family                                                    6.875                   0.25             0
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     16732008              16732008         Xxxxxxxx                                         XX                      00000         PUD                                                            7.25                   0.25             0
     16732021              16732021         XXXXXX                                           XX                      00000         Single Family                                                     7                   0.25             0
     16765048              16765048         XXXXXXXX                                         XX                      00000         Single Family                                                 8.625                   0.25             0
     16765130              16765130         XXXXXXX                                          XX                      00000         PUD                                                            6.75                   0.25             0
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     16719009              16719009         Xxxxxxxxxxxxxxx                                  XX                      00000         PUD                                                            6.75                   0.25             0
     16768304              16768304         XXXXXXXX XXXXXX                                  XX                      00000         Hi-Rise Condo                                                 7.625                   0.25             0
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     16709725              16709725         Xxxxx Xxxxxx                                     XX                      00000         PUD                                                            7.75                   0.25             0
     16710797              16710797         XXXX XXXXX                                       XX                      00000         Single Family                                                  7.25                   0.25             0
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     16806901              16806901         XXXXXXXXXXXX                                     XX                      00000         Condominium                                                   7.875                   0.25             0
     16807006              16807006         Xxxxx Xxxx                                       XX                      00000         Condominium                                                   8.625                   0.25             0
     16807050              16807050         XXXXXXX                                          XX                       0000         Single Family                                                 6.625                   0.25             0
     16809410              16809410         XXXXXXX XXXX                                     XX                      00000         PUD                                                            7.75                   0.25             0
     16809418              16809418         Xxxxxx                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16807101              16807101         Xxxx Xxxxx                                       XX                      00000         Single Family                                                  7.75                   0.25             0
     16807170              16807170         XXX XXXXX                                        XX                      00000         Single Family                                                 7.125                   0.25             0
     16807212              16807212         XXXXXXXX                                         XX                      00000         Single Family                                                 6.625                   0.25             0
     16807256              16807256         XXXXXXX                                          XX                      00000         PUD                                                           6.875                   0.25             0
     16807277              16807277         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16809190              16809190         REX                                              GA                      30273         Single Family                                                 7.625                   0.25             0
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     16809225              16809225         Xxxxx                                            XX                      00000         Single Family                                                  6.75                   0.25             0
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     16803663              16803663         XXX XXXXXXX                                      XX                      00000         Single Family                                                  6.25                   0.25             0
     16803765              16803765         XXXX XXXXX                                       XX                      00000         PUD                                                           6.625                   0.25             0
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     16803849              16803849         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16803926              16803926         XXXXXX XXXXX                                     XX                      00000         Single Family                                                 6.875                   0.25             0
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     16804097              16804097         XXXXX                                            XX                      00000         PUD                                                            6.75                   0.25             0
     16804110              16804110         XXXXXX                                           XX                      00000         Single Family                                                 6.375                   0.25             0
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     16801809              16801809         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16801833              16801833         XXXXXXXX                                         XX                      00000         Hi-Rise Condo                                                 6.875                   0.25             0
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     16803368              16803368         XXXXXXXXXX                                       XX                      00000         Townhouse                                                      7.25                   0.25             0
     16803388              16803388         XXX                                              XX                      00000         Single Family                                                 7.125                   0.25             0
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     16803563              16803563         XXXXXXXX                                         XX                       0000         2-4 Family                                                    7.125                   0.25             0
     16791040              16791040         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.875                   0.25             0
     16798787              16798787         XXXXXX                                           XX                      00000         Single Family                                                 7.875                   0.25          0.77
     16798790              16798790         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16704185              16704185         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16791094              16791094         XXXXXXXX                                         XX                      00000         Condominium                                                     7.5                   0.25             0
     16791103              16791103         Xxxxxxxx Xxxx                                    XX                      00000         Single Family                                                 7.375                   0.25             0
     16798826              16798826         Bend                                             OR                      00000         XXX                                                           7.625                   0.25             0
     16801438              16801438         Xxxxxxx                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16798200              16798200         XXXXX XXXXX                                      XX                      00000         Single Family                                                 7.375                   0.25             0
     16798208              16798208         XXXXX XXXXXX                                     XX                      00000         2-4 Family                                                      8.5                   0.25             0
     16798219              16798219         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 8.375                   0.25             0
     16798223              16798223         XXXXXXXXXX                                       XX                      00000         Single Family                                                  7.75                   0.25             0
     16798238              16798238         Xxxxxxx                                          XX                      00000         PUD                                                           6.875                   0.25             0
     16798254              16798254         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.625                   0.25             0
     16801482              16801482         XXXXXXX                                          XX                      00000         Single Family                                                   7.5                   0.25             0
     16801541              16801541         XXXXXX XXX                                       XX                      00000         Single Family                                                 7.875                   0.25             0
     16798424              16798424         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16798452              16798452         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16798460              16798460         XXXXXXX                                          XX                      00000         Condominium                                                    7.25                   0.25             0
     16801595              16801595         XXXXXX                                           XX                      00000         PUD                                                           6.875                   0.25             0
     16798548              16798548         XXX XXXXXX                                       XX                      00000         PUD                                                             6.5                   0.25             0
     16798556              16798556         XXXXXXXXXX                                       XX                      00000         Single Family                                                     7                   0.25             0
     16798604              16798604         XXXXXXXXXXX                                      XX                      00000         Single Family                                                  7.25                   0.25             0
     16798611              16798611         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                   8.5                   0.25             0
     16798667              16798667         XXXXXXXX XXXXXX                                  XX                      00000         PUD                                                               8                   0.25             0
     16798696              16798696         Xxxxxxxxxxxx                                     XX                      00000         Single Family                                                   7.5                   0.25             0
     16798705              16798705         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16798718              16798718         Xxxxxxxx Xxxx                                    XX                      00000         Single Family                                                 6.875                   0.25             0
     16798724              16798724         Xxxxxxx                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16798738              16798738         Xxxxxxxx Xxxxx                                   XX                      00000         Single Family                                                     7                   0.25             0
     16798744              16798744         XXXXXXX XXXX                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16798757              16798757         XXXXXX                                           XX                      00000         PUD                                                           7.125                   0.25             0
     16788753              16788753         BRANDYWINE                                       MD                      20613         Townhouse                                                     6.875                   0.25             0
     16788768              16788768         XXXXXXXX                                         XX                      00000         PUD                                                            6.75                   0.25             0
     16788908              16788908         Xxxxxx                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16788937              16788937         Xxx Xxxxx                                        XX                      00000         PUD                                                           7.375                   0.25             0
     16788946              16788946         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.375                   0.25             0
     16788950              16788950         Xxxxxx                                           XX                      00000         PUD                                                             7.5                   0.25             0
     16789021              16789021         Xxxxxx                                           XX                      00000         2-4 Family                                                    8.625                   0.25             0
     16790796              16790796         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.625                   0.25             0
     16790408              16790408         Xxxxxx                                           XX                      00000         Single Family                                                 6.375                   0.25             0
     16790841              16790841         XXXXXXX                                          XX                      00000         Condominium                                                   6.875                   0.25             0
     16790455              16790455         XXXXXXXXX                                        XX                      00000         PUD                                                             8.5                   0.25             0
     16790462              16790462         XXXXX                                            XX                      00000         Single Family                                                     8                   0.25             0
     16790467              16790467         Xxxxxx                                           XX                      00000         Single Family                                                  7.75                   0.25             0
     16790945              16790945         XXX XXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16790509              16790509         XXXX XXXXX                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16790512              16790512         XXXXXXX XXXXXXX                                  XX                      00000         Single Family                                                     7                   0.25             0
     16790536              16790536         XXXXXX XXXXX                                     XX                      00000         PUD                                                               7                   0.25             0
     16790605              16790605         Sun City Xxxx                                    XX                      00000         PUD                                                             6.5                   0.25             0
     16781375              16781375         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16786235              16786235         Xxxxxx                                           XX                      00000         Single Family                                                     7                   0.25          0.43
     16786242              16786242         Xxxxxxx Xxxx                                     XX                      00000         Single Family                                                  7.75                   0.25             0
     16784666              16784666         XXXXXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16788425              16788425         XXXXXXX                                          XX                      00000         Single Family                                                     7                   0.25             0
     16784770              16784770         XXXXXX                                           XX                      00000         Single Family                                                   6.5                   0.25             0
     16788437              16788437         XXXXXXX                                          XX                      00000         Single Family                                                 7.875                   0.25             0
     16788440              16788440         XXXX XXXXX                                       XX                      00000         PUD                                                            6.75                   0.25             0
     16788463              16788463         XXXXXXXXXX                                       XX                      00000         PUD                                                           6.875                   0.25             0
     16784879              16784879         Xxxxxxx                                          XX                      00000         Townhouse                                                         7                   0.25             0
     16788485              16788485         Xxxxxxxxx                                        XX                      00000         PUD                                                             7.5                   0.25             0
     16788578              16788578         XXXXXXXX                                         XX                      00000         PUD                                                             8.5                   0.25             0
     16784922              16784922         XXXXXXXXX                                        XX                      00000         Single Family                                                     7                   0.25             0
     16784942              16784942         Xxxxxx                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16784960              16784960         Xxxxxxxx                                         XX                      00000         PUD                                                           7.375                   0.25             0
     16784969              16784969         Xxxxxx Xxxxxx                                    XX                      00000         Single Family                                                 6.375                   0.25             0
     16788604              16788604         XXXXXXXX                                         XX                      00000         Single Family                                                     8                   0.25             0
     16788632              16788632         XXXXXXXXX                                        XX                      00000         Single Family                                                 8.125                   0.25             0
     16788655              16788655         XXX XXXXXX XXXX                                  XX                      00000         Single Family                                                 6.875                   0.25             0
     16788669              16788669         XXXXXXXX                                         XX                      00000         Single Family                                                 8.125                   0.25             0
     16788672              16788672         XXXXX XXXXXX                                     XX                      00000         Single Family                                                 7.625                   0.25             0
     16788687              16788687         XXXXXXXXXXXX                                     XX                      00000         Townhouse                                                     7.875                   0.25             0
     16788690              16788690         windsor mill                                     MD                      21244         Single Family                                                  7.25                   0.25             0
     16788705              16788705         XXXXXXXXXXX                                      XX                      00000         PUD                                                            8.25                   0.25             0
     16788717              16788717         Xxx Xxxxx                                        XX                      00000         Condominium                                                    6.75                   0.25             0
     16778747              16778747         XXXXXXXXXXX                                      XX                      00000         Single Family                                                     7                   0.25             0
     16778761              16778761         XXXXXXXXX                                        XX                      00000         Single Family                                                     7                   0.25             0
     16780921              16780921         Xxxxxx                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16780992              16780992         XXXX XXXXX                                       XX                      00000         Single Family                                                   7.5                   0.25             0
     16778825              16778825         Xxxxxxxxxx Xxxxx                                 XX                      00000         Condominium                                                   7.625                   0.25             0
     16778909              16778909         Xxxxxxxxxx                                       XX                      00000         Single Family                                                  8.75                   0.25             0
     16781166              16781166         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16781192              16781192         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16781237              16781237         Xxxxxxxxxxx                                      XX                      00000         PUD                                                           8.375                   0.25             0
     16781273              16781273         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16781275              16781275         Xxxxxxx                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16781315              16781315         Xxxxxxxxx                                        XX                      00000         Single Family                                                 8.125                   0.25             0
     16780726              16780726         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16780765              16780765         XXXXXXX                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16780823              16780823         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16780864              16780864         XXXXXXXX                                         XX                       0000         2-4 Family                                                     6.75                   0.25             0
     16780879              16780879         XXXXXXXX                                         XX                      00000         Single Family                                                 6.375                   0.25             0
     16780883              16780883         XXXXXXXXXXXXX                                    XX                      00000         PUD                                                            8.25                   0.25             0
     16780905              16780905         XXXX                                             XX                      00000         PUD                                                             6.5                   0.25             0
     16776889              16776889         XXXXXXXX                                         XX                      00000         PUD                                                            6.25                   0.25             0
     16776897              16776897         Xxxx                                             XX                      00000         Condominium                                                       8                   0.25             0
     16776905              16776905         Xxxxxx Xxxxxx                                    XX                      00000         Single Family                                                 6.875                   0.25             0
     16778276              16778276         XXXXXXXX                                         XX                      00000         Single Family                                                  7.75                   0.25             0
     16778295              16778295         XXXXXXXX                                         XX                      00000         PUD                                                             6.5                   0.25             0
     16776946              16776946         XXXXXXXX                                         XX                      00000         Single Family                                                 7.125                   0.25             0
     16776991              16776991         XXXXXXX XXXXXXX                                  XX                      00000         Single Family                                                 6.875                   0.25             0
     16777096              16777096         XXX XXXXXXXXXX                                   XX                      00000         Single Family                                                  8.25                   0.25             0
     16777098              16777098         Xxxxxxxx                                         XX                      00000         Single Family                                                  7.25                   0.25             0
     16777120              16777120         Xxxxxxx                                          XX                      00000         Single Family                                                 8.875                   0.25          0.52
     16778452              16778452         Xxxxxxx                                          XX                      00000         Townhouse                                                     7.875                   0.25             0
     16778564              16778564         XXX XXXXXX                                       XX                      00000         Condominium                                                    6.75                   0.25             0
     16777172              16777172         Xxxx                                             XX                      00000         PUD                                                            7.25                   0.25             0
     16778685              16778685         XXXXXX                                           XX                      00000         PUD                                                            7.25                   0.25             0
     16778693              16778693         XXXXXXXX                                         XX                      00000         Single Family                                                  7.25                   0.25             0
     16778709              16778709         XXXXXX                                           XX                      00000         PUD                                                           7.375                   0.25             0
     16777242              16777242         Xxx Xxxxx                                        XX                      00000         Single Family                                                   6.5                   0.25             0
     16778254              16778254         XXXXXXXXXX                                       XX                      00000         2-4 Family                                                      8.5                   0.25             0
     16775054              16775054         XXX XXXXX                                        XX                      00000         Single Family                                                 7.125                   0.25             0
     16775076              16775076         Xxxxxx                                           XX                      00000         Single Family                                                   7.5                   0.25             0
     16775290              16775290         XXXXXXXXX                                        XX                      00000         PUD                                                           7.125                   0.25             0
     16776537              16776537         XXXXX                                            XX                      00000         Single Family                                                 7.375                   0.25             0
     16776581              16776581         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                   6.5                   0.25             0
     16775410              16775410         XX XXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16776629              16776629         Xxxx                                             XX                      00000         Single Family                                                 6.999                   0.25             0
     16776638              16776638         Xxxxx                                            XX                      00000         PUD                                                            7.25                   0.25             0
     16776674              16776674         XXXXXXXXX                                        XX                      00000         PUD                                                             7.5                   0.25             0
     16776678              16776678         XXXXXXXXX                                        XX                      00000         Single Family                                                     8                   0.25             0
     16775448              16775448         XXXXXX                                           XX                      00000         Single Family                                                 7.875                   0.25             0
     16775463              16775463         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16776737              16776737         XXX XXXXXXX                                      XX                      00000         PUD                                                           7.875                   0.25             0
     16776745              16776745         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16775507              16775507         Xxxxxx                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16776804              16776804         XXXXXXX                                          XX                      00000         Single Family                                                  7.25                   0.25             0
     16771999              16771999         XXXXXX                                           XX                      00000         PUD                                                             6.5                   0.25             0
     16772070              16772070         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16772080              16772080         XXXX XXXXX                                       XX                      00000         Single Family                                                 8.375                   0.25             0
     16772103              16772103         Xxxxxx                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16772128              16772128         XXXX XXXXX                                       XX                      00000         PUD                                                            6.75                   0.25             0
     16772292              16772292         XXXXXX                                           XX                      00000         PUD                                                           7.375                   0.25             0
     16774930              16774930         XXXXXXXX                                         XX                      00000         PUD                                                             7.5                   0.25             0
     16772449              16772449         XXXX                                             XX                      00000         Single Family                                                   7.5                   0.25             0
     16772565              16772565         Xxxx Xxxxx                                       XX                      00000         Single Family                                                     7                   0.25             0
     16772606              16772606         XXXXXXX                                          XX                      00000         Single Family                                                   6.5                   0.25             0
     16772690              16772690         XXXXXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16772700              16772700         Xxxxxx                                           XX                      00000         Single Family                                                 7.375                   0.25             0
     16774949              16774949         Xxxx Xxxxxx                                      XX                       0000         2-4 Family                                                    7.125                   0.25             0
     16774965              16774965         XXXXX                                            XX                      00000         Single Family                                                 7.125                   0.25             0
     16774978              16774978         XXXXXXXX                                         XX                      00000         PUD                                                           7.125                   0.25             0
     16774997              16774997         Xxxxxxx                                          XX                      00000         Condominium                                                   7.375                   0.25             0
     16774998              16774998         Xxxxxxxx                                         XX                      00000         PUD                                                           6.375                   0.25             0
     16774833              16774833         ACCOKEEK                                         MD                      00000         XXX                                                           7.375                   0.25             0
     16774875              16774875         WILLIMANTIC                                      CT                       6226         Single Family                                                  7.75                   0.25             0
     16770749              16770749         XXXXXXXX                                         XX                      00000         2-4 Family                                                    7.375                   0.25             0
     16770903              16770903         XXXXXX                                           XX                      00000         Single Family                                                     7                   0.25             0
     16771022              16771022         XXXXXXXXX                                        XX                      00000         Single Family                                                  8.75                   0.25             0
     16771029              16771029         XXXXXXXXX                                        XX                      00000         Single Family                                                  8.75                   0.25             0
     16771037              16771037         XXXXXXXXXXX                                      XX                      00000         Single Family                                                  7.25                   0.25             0
     16771050              16771050         XXX XXXXX                                        XX                      00000         PUD                                                           6.625                   0.25             0
     16771114              16771114         XXXXX XXXXX                                      XX                      00000         Single Family                                                  7.25                   0.25             0
     16771162              16771162         Sun City Xxxx                                    XX                      00000         PUD                                                           6.999                   0.25             0
     16771181              16771181         Xxxxxxxx                                         XX                      00000         Single Family                                                  6.25                   0.25             0
     16771228              16771228         XXXXXXX                                          XX                      00000         Single Family                                                     8                   0.25             0
     16771245              16771245         Xxxxxxxx                                         XX                      00000         Single Family                                                 6.375                   0.25             0
     16771741              16771741         XXXXXXXXX                                        XX                      00000         Single Family                                                   8.5                   0.25             0
     16771922              16771922         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                 7.875                   0.25             0
     16771929              16771929         Xxxxxxxxxx                                       XX                      00000         Townhouse                                                      7.75                   0.25             0
     16771935              16771935         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16771835              16771835         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16768084              16768084         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16768114              16768114         XXX XXXXX                                        XX                      00000         2-4 Family                                                    7.375                   0.25             0
     16765387              16765387         XXXXXX                                           XX                      00000         2-4 Family                                                      8.5                   0.25             0
     16765423              16765423         Xxxxxxx                                          XX                      00000         Condominium                                                   7.125                   0.25             0
     16765427              16765427         Xxxxxxxx                                         XX                      00000         PUD                                                           6.375                   0.25             0
     16765590              16765590         XXXXXX                                           XX                      00000         Single Family                                                 6.375                   0.25             0
     16765623              16765623         XXX XXXXX                                        XX                      00000         Condominium                                                   6.625                   0.25             0
     16767837              16767837         XXXXXXXXXX                                       XX                      00000         Condominium                                                   7.375                   0.25             0
     16767879              16767879         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16768439              16768439         XXXXXXXXX                                        XX                      00000         2-4 Family                                                    7.375                   0.25             0
     16767917              16767917         XXXXXXX XXXXXXX                                  XX                      00000         PUD                                                           7.125                   0.25          0.57
     16767921              16767921         Xxxxxxxx                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16767935              16767935         XXXXXX XXXXXX                                    XX                      00000         Single Family                                                  7.75                   0.25             0
     16768033              16768033         XX XXXXXX                                        XX                      00000         Single Family                                                  7.25                   0.25             0
     16768064              16768064         XXX XXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16770620              16770620         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16770633              16770633         XXXXXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16729901              16729901         XXXXXXXX                                         XX                      00000         Single Family                                                  8.75                   0.25             0
     16729907              16729907         Xxxxxxx                                          XX                      00000         Condominium                                                   7.375                   0.25             0
     16729913              16729913         Xxxxxxx                                          XX                      00000         Single Family                                                   7.5                   0.25             0
     16729922              16729922         COVINA                                           CA                      91722         Condominium                                                   6.875                   0.25             0
     16729958              16729958         XXXXXXX                                          XX                      00000         Condominium                                                   6.875                   0.25             0
     16729960              16729960         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16729966              16729966         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 7.875                   0.25             0
     16731463              16731463         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25          0.93
     16731540              16731540         Xxxxxxx                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16731551              16731551         XXXX XXXXX                                       XX                      00000         Single Family                                                  7.25                   0.25             0
     16731630              16731630         CONOWINGO                                        MD                      21918         Single Family                                                 7.125                   0.25             0
     16731705              16731705         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 6.875                   0.25             0
     16731754              16731754         XXXXXXXXX                                        XX                      00000         Single Family                                                     8                   0.25             0
     16731759              16731759         Xxxxxxx                                          XX                      00000         PUD                                                           6.875                   0.25             0
     16731803              16731803         Xxxxx                                            XX                      00000         PUD                                                             7.5                   0.25             0
     16765155              16765155         Xxxxxxx                                          XX                      00000         Single Family                                                     8                   0.25             0
     16765176              16765176         XXXXXXX                                          XX                      00000         Townhouse                                                     7.125                   0.25             0
     16731812              16731812         Xxxxxxxxx                                        XX                      00000         Condominium                                                   7.125                   0.25             0
     16731829              16731829         XXXXXXXX                                         XX                      00000         Single Family                                                 7.625                   0.25             0
     16765204              16765204         Xxxx Xxxxx                                       XX                      00000         Single Family                                                  8.75                   0.25             0
     16731907              16731907         Xxxxx Xxxx                                       XX                      00000         Single Family                                                   7.5                   0.25             0
     16731917              16731917         XXXXX                                            XX                      00000         PUD                                                           7.875                   0.25             0
     16731987              16731987         Xxxxxxx                                          XX                      00000         PUD                                                           7.375                   0.25             0
     16732034              16732034         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.875                   0.25             0
     16728732              16728732         XXXXXX                                           XX                      00000         2-4 Family                                                    7.375                   0.25             0
     16728880              16728880         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.375                   0.25             0
     16728361              16728361         Xxxxxxx                                          ME                       4071         Single Family                                                     7                   0.25             0
     16728365              16728365         XXXXXXX                                          XX                      00000         Single Family                                                   7.5                   0.25             0
     16729421              16729421         XXXXXXXX                                         XX                      00000         Single Family                                                  7.75                   0.25             0
     16728414              16728414         XXXX XXXXX                                       XX                      00000         Single Family                                                  7.25                   0.25             0
     16729477              16729477         XXXXXXXXX                                        XX                      00000         Townhouse                                                      8.75                   0.25             0
     16729492              16729492         Xxxxxxxx                                         XX                      00000         Single Family                                                     7                   0.25             0
     16729499              16729499         Xxxxxxxxxx                                       XX                      00000         2-4 Family                                                     8.75                   0.25             0
     16729517              16729517         XXX XXXXX                                        XX                      00000         Condominium                                                    6.75                   0.25             0
     16728474              16728474         X XXXXXXXX                                       XX                      00000         2-4 Family                                                    6.625                   0.25             0
     16728554              16728554         Xxxxx Xxxxx                                      XX                      00000         Single Family                                                   7.5                   0.25             0
     16728578              16728578         XXXXXXXXX                                        XX                      00000         Single Family                                                   8.5                   0.25             0
     16729679              16729679         Xxxxxx                                           XX                      00000         Single Family                                                   7.5                   0.25             0
     16729684              16729684         Xxxx Xxxxx                                       XX                      00000         Single Family                                                  8.75                   0.25             0
     16729712              16729712         XXXX XXXXX                                       XX                      00000         Single Family                                                  6.75                   0.25             0
     16729779              16729779         XXXXX XXXXXXXX                                   XX                      00000         Single Family                                                 7.875                   0.25          0.79
     16729822              16729822         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16722216              16722216         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                 6.875                   0.25             0
     16723671              16723671         XXXXX                                            XX                      00000         Single Family                                                  7.25                   0.25             0
     16723306              16723306         XXXXX XXXXXXXX                                   XX                      00000         PUD                                                           6.875                   0.25             0
     16723405              16723405         Xxxxx Xxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16723415              16723415         XXXXXX                                           XX                      00000         Single Family                                                   8.5                   0.25             0
     16723493              16723493         Xxxxxx                                           XX                      00000         Single Family                                                 6.625                   0.25             0
     16723557              16723557         XXXXXXXXX                                        XX                      00000         Townhouse                                                       7.5                   0.25             0
     16723606              16723606         XXXXXXXXX                                        XX                      00000         2-4 Family                                                    7.625                   0.25             0
     16721876              16721876         XXXX                                             XX                      00000         PUD                                                           6.875                   0.25             0
     16718817              16718817         XXXXX XXXXXX                                     XX                      00000         Single Family                                                     7                   0.25             0
     16719003              16719003         Sun City Xxxx                                    XX                      00000         PUD                                                             7.5                   0.25             0
     16719008              16719008         Xxxxxxxxxxx                                      XX                      00000         PUD                                                           6.625                   0.25             0
     16719046              16719046         XXXXXXXXXX                                       XX                      00000         Single Family                                                 7.375                   0.25             0
     16717164              16717164         XXXXXXXXXX                                       XX                      00000         Single Family                                                 8.125                   0.25             0
     16717655              16717655         XXX XXXXX                                        XX                      00000         Condominium                                                   7.125                   0.25             0
     16717704              16717704         XXXXXXXX                                         XX                      00000         Single Family                                                 8.625                   0.25             0
     16717245              16717245         Xxxxx                                            XX                      00000         Single Family                                                  7.75                   0.25             0
     16717412              16717412         Xxxxxxx                                          XX                      00000         PUD                                                           7.125                   0.25             0
     16717803              16717803         Xxxxxxx                                          XX                      00000         Single Family                                                   7.5                   0.25             0
     16718128              16718128         Xxxxxxx                                          XX                      00000         Hi-Rise Condo                                                 6.625                   0.25             0
     16713530              16713530         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.875                   0.25             0
     16714752              16714752         Xxxxxx Xxxxx                                     XX                      00000         PUD                                                           7.875                   0.25             0
     16713831              16713831         XXXXXX XXXXXXX                                   XX                      00000         2-4 Family                                                    7.875                   0.25             0
     16713972              16713972         XXXXXXXXX                                        XX                      00000         Single Family                                                  8.25                   0.25             0
     16709989              16709989         Xxxxxxx                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16710690              16710690         Xxx Xxxx Xxxxxx                                  XX                      00000         PUD                                                           7.375                   0.25             0
     16710912              16710912         XXXXX XXXXXXX                                    XX                      00000         Single Family                                                   7.5                   0.25             0
     16707248              16707248         Xxxxxx                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16709427              16709427         Xxxxxxxxxx                                       XX                      00000         PUD                                                            7.25                   0.25             0
     16707758              16707758         XXXX XXX                                         XX                      00000         Single Family                                                 7.625                   0.25             0
     16707826              16707826         Xxxxxxxx                                         XX                      00000         Condominium                                                    7.25                   0.25             0
     16709571              16709571         XXXXXXXX                                         XX                      00000         Single Family                                                  6.75                   0.25             0
     16709650              16709650         XXXXXXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16709663              16709663         XXX XXXX                                         XX                      00000         Single Family                                                 6.625                   0.25             0
     16708215              16708215         XX XXXXX                                         XX                      00000         2-4 Family                                                     8.25                   0.25             0
     16708272              16708272         XXXXXX XXXX                                      XX                      00000         Single Family                                                  7.25                   0.25             0
     16706444              16706444         AIEA                                             HI                      96701         Condominium                                                   7.375                   0.25             0
     16706746              16706746         Xxxxxx Xxxx                                      XX                      00000         Single Family                                                 7.875                   0.25             0
     16706919              16706919         Xxxxx Xxx Xxxxx                                  XX                      00000         PUD                                                             7.5                   0.25             0
     16358791              16358791         XXXXXXXXXX                                       XX                      00000         Townhouse                                                     7.875                   0.25             0
     16358946              16358946         XXXXXX                                           XX                      00000         2-4 Family                                                    7.375                   0.25             0
     16422953              16422953         Xxxxx Xxxxx                                      XX                      00000         PUD                                                           7.375                   0.25             0
     16540447              16540447         CONCORD                                          NH                       3301         Single Family                                                  7.75                   0.25             0
     16670806              16670806         XXXXX                                            XX                      00000         Single Family                                                 7.125                   0.25             0
     16672447              16672447         XXXXXXXX                                         XX                      00000         Single Family                                                 7.125                   0.25             0
     16674074              16674074         XXXXXXXXX                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16674743              16674743         XXXXXXX                                          XX                      00000         PUD                                                           7.625                   0.25             0
     16681317              16681317         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16681666              16681666         Xxxxx Xxxxxx                                     XX                      00000         PUD                                                            6.75                   0.25             0
     16684211              16684211         XXXXXXXXXX                                       XX                      00000         2-4 Family                                                      8.5                   0.25             0
     16684701              16684701         Xxxxxxx                                          XX                       0000         Single Family                                                  8.75                   0.25             0
     16685888              16685888         XXXXXXX                                          XX                      00000         Single Family                                                 8.125                   0.25             0
     16686163              16686163         XXXXXX                                           XX                      00000         Single Family                                                  8.75                   0.25             0
     16692401              16692401         XXXXXXXXX                                        XX                      00000         Single Family                                                   8.5                   0.25             0
     16692403              16692403         XXXXXX                                           XX                      00000         Single Family                                                 8.625                   0.25             0
     16693930              16693930         RICE                                             MN                      56367         Single Family                                                   8.5                   0.25             0
     16693934              16693934         Xxx Xxxxxxx                                      XX                      00000         PUD                                                           7.625                   0.25             0
     16696559              16696559         Xxxxxxxxxx                                       XX                      00000         Single Family                                                     7                   0.25             0
     16696622              16696622         XXXXXXX                                          XX                      00000         Single Family                                                 7.875                   0.25             0
     16697433              16697433         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.625                   0.25             0
     16697662              16697662         Xxxxxxxxx                                        XX                      00000         Single Family                                                 7.625                   0.25             0
     16655755              16655755         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16727998              16727998         Xxxxxxx                                          XX                      00000         PUD                                                            7.25                   0.25             0
     16730335              16730335         Xxxxxxx                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16731224              16731224         Xxxxxx                                           XX                      00000         PUD                                                            6.75                   0.25             0
     16767459              16767459         Xxxxxxxxxxxx                                     XX                      00000         Single Family                                                 6.875                   0.25             0
     16780477              16780477         Xxxxxxxxx                                        XX                      00000         Single Family                                                  6.75                   0.25             0
     16780548              16780548         Xxxxxxx                                          XX                      00000         PUD                                                             7.5                   0.25             0
     16780671              16780671         Xx Xxxx                                          XX                      00000         Single Family                                                  7.25                   0.25             0
     16785143              16785143         Xxxxxxxxxxx                                      XX                      00000         Townhouse                                                     6.875                   0.25             0
     16787022              16787022         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 7.625                   0.25             0
     16797951              16797951         Xxxxx Xxxxxxxx                                   XX                      00000         Single Family                                                 6.875                   0.25             0
     16801243              16801243         Xxxxxxxxxxx                                      XX                      00000         Hi-Rise Condo                                                     7                   0.25             0
     16801247              16801247         Xxxxxxxxxxx                                      XX                      00000         Hi-Rise Condo                                                     7                   0.25             0
     16801280              16801280         Xxxxxxxxxxx                                      XX                      00000         Hi-Rise Condo                                                     7                   0.25             0
     16803059              16803059         Xxxxxxxxxx                                       XX                       0000         Condominium                                                    6.75                   0.25             0
     16806594              16806594         Xxx Xxxxxx                                       XX                      00000         Single Family                                                   6.5                   0.25             0
     16806599              16806599         Xxxxxx                                           XX                      00000         PUD                                                           7.375                   0.25             0
     16808316              16808316         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                   7.5                   0.25             0
     16812505              16812505         Xxxxxxxxx                                        XX                      00000         PUD                                                            8.75                   0.25             0
     16818835              16818835         Xxxxxxxxx                                        XX                      00000         Single Family                                                     7                   0.25             0
     16818872              16818872         Xxxxxxxxx                                        XX                      00000         Single Family                                                   6.5                   0.25             0
     16823552              16823552         XXXXX XXXXXXX                                    XX                      00000         Single Family                                                  7.75                   0.25             0
     16823555              16823555         Xxxxx Xxxx                                       XX                      00000         Condominium                                                    7.75                   0.25          1.01
     16847371              16847371         Bayonne                                          NJ                       7002         2-4 Family                                                    7.625                   0.25             0
     16673404              16673404         XXXXXXX                                          XX                      00000         Single Family                                                     7                   0.25             0
     16673405              16673405         XXXXXX                                           XX                      00000         PUD                                                           6.875                   0.25             0
     16673406              16673406         XXXXXXX XXXX                                     XX                      00000         PUD                                                           6.625                   0.25             0
     16673407              16673407         XXXXXXXXXX                                       XX                      00000         PUD                                                               7                   0.25             0
     16673408              16673408         XXXX XXXXXX                                      XX                      00000         PUD                                                           6.875                   0.25             0
     16673409              16673409         XXXXXXXXXXX                                      XX                      00000         PUD                                                             6.5                   0.25             0
     16673411              16673411         XXXXXXXXX                                        XX                      00000         2-4 Family                                                     7.75                   0.25             0
     16673412              16673412         XXXXXXXXXX                                       XX                      00000         Single Family                                                 7.375                   0.25             0
     16673413              16673413         XXXXXX XXXXXXX                                   XX                      00000         PUD                                                           6.625                   0.25             0
     16673414              16673414         XXXXXXXXX XXXX                                   XX                      00000         PUD                                                             6.5                   0.25             0
     16673415              16673415         XXXXXX                                           XX                      00000         PUD                                                            6.75                   0.25             0
     16673416              16673416         XXXXXX                                           XX                      00000         PUD                                                            6.75                   0.25             0
     16673417              16673417         XXXXXXXXX                                        XX                      00000         PUD                                                           6.375                   0.25             0
     16673418              16673418         XXXXXX                                           XX                      00000         Single Family                                                 6.125                   0.25             0
     16673419              16673419         XXXXXXXX                                         XX                      00000         PUD                                                           7.125                   0.25             0
     16673420              16673420         XXXXXX XXXX                                      XX                      00000         Single Family                                                 6.375                   0.25             0
     16673421              16673421         XXXXXXX                                          XX                      00000         PUD                                                            6.75                   0.25             0
     16673422              16673422         XXXXXXX                                          XX                      00000         PUD                                                           6.875                   0.25             0
     16673424              16673424         XXXXXX XXXXXXX                                   XX                      00000         Single Family                                                   6.5                   0.25             0
     16673425              16673425         XXXXXXX XXXXX                                    XX                      00000         PUD                                                               7                   0.25             0
     16673426              16673426         XXXXXXXXX                                        XX                      00000         PUD                                                             6.5                   0.25             0
     16673427              16673427         XXXXXX                                           XX                      00000         Single Family                                                  6.75                   0.25             0
     16673428              16673428         XXXXXX                                           XX                      00000         Single Family                                                   6.5                   0.25             0
     16673429              16673429         XXXXXX                                           XX                      00000         PUD                                                            6.25                   0.25             0
     16673430              16673430         XXXXXX XXXXX                                     XX                      00000         Single Family                                                  6.75                   0.25             0
     16673431              16673431         XXXXXX                                           XX                      00000         Single Family                                                     6                   0.25             0
     16673432              16673432         XXXXXX XXXXXXX                                   XX                      00000         PUD                                                           6.375                   0.25             0
     16673433              16673433         XXXXXXX                                          XX                      00000         PUD                                                               7                   0.25             0
     16673434              16673434         XXXXXX                                           XX                      00000         PUD                                                            6.75                   0.25             0
     16673435              16673435         XXXXXXXXXX                                       XX                      00000         PUD                                                            6.75                   0.25             0
     16673436              16673436         XXXXXXXXXXXX                                     XX                      00000         PUD                                                            6.75                   0.25             0
     16673437              16673437         XXXXXX                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16673438              16673438         XXXXXXXX                                         XX                      00000         PUD                                                           6.625                   0.25             0
     16673439              16673439         XXXXXX XXXXXX                                    XX                      00000         Single Family                                                 6.875                   0.25             0
     16673440              16673440         XXXXXXXXX                                        XX                      00000         Single Family                                                     7                   0.25             0
     16673441              16673441         XXXX                                             XX                      00000         Townhouse                                                     6.375                   0.25             0
     16673442              16673442         XXXXXXX                                          XX                      00000         PUD                                                            7.25                   0.25             0
     16673443              16673443         XXXXXXXXXXXX                                     XX                      00000         PUD                                                            6.75                   0.25             0
     16673444              16673444         XXXXXX                                           XX                      00000         PUD                                                           6.875                   0.25             0
     16673445              16673445         XXXXXXXXXX                                       XX                      00000         PUD                                                             6.5                   0.25             0
     16673446              16673446         XXXXXX                                           XX                      00000         PUD                                                             6.5                   0.25             0
     16673447              16673447         XXXXXX                                           XX                      00000         PUD                                                           6.625                   0.25             0
     16673448              16673448         XXXXXXXXXXXX                                     XX                      00000         PUD                                                           6.625                   0.25             0
     16673449              16673449         XXXXXXXXXXXXX                                    XX                      00000         Single Family                                                  6.75                   0.25             0
     16673450              16673450         XXXXXXX                                          XX                      00000         Condominium                                                    6.75                   0.25             0
     16673451              16673451         XXXXXXX                                          XX                      00000         Single Family                                                 6.125                   0.25             0
     16673452              16673452         XXXXX XXXX                                       XX                      00000         PUD                                                           6.625                   0.25             0
     16695528              16695528         XXXXXXXXX                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16706588              16706588         XXXXXXX                                          XX                      00000         2-4 Family                                                    10.25                   0.25             0
     16706695              16706695         Xxxxxxx                                          XX                      00000         Single Family                                                 7.625                   0.25             0
     16707136              16707136         Xxxxx                                            XX                      00000         PUD                                                           7.375                   0.25             0
     16707921              16707921         W XXXXXX                                         XX                      00000         Single Family                                                  7.25                   0.25             0
     16708234              16708234         THE XXXXXXXXX                                    XX                      00000         PUD                                                             8.5                   0.25             0
     16709484              16709484         Xxxxx Xxxxx                                      XX                      00000         Hi-Rise Condo                                                 8.375                   0.25             0
     16709890              16709890         Xxxxxxxx Xxxx                                    XX                      00000         PUD                                                             7.5                   0.25             0
     16710043              16710043         XXXXXXX                                          XX                      00000         PUD                                                           7.375                   0.25             0
     16710684              16710684         XXXXX                                            XX                      00000         Condominium                                                   7.125                   0.25             0
     16710753              16710753         XXXX XXXXXX                                      XX                      00000         Single Family                                                  7.75                   0.25             0
     16711094              16711094         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 7.375                   0.25             0
     16713962              16713962         XXXXXXXXX                                        XX                      00000         Single Family                                                  8.25                   0.25             0
     16713977              16713977         XXXXXXXXX                                        XX                      00000         2-4 Family                                                    6.875                   0.25             0
     16714017              16714017         XXXXXXX                                          XX                      00000         Single Family                                                     8                   0.25             0
     16717273              16717273         XXXXXXXXXX                                       XX                      00000         Condominium                                                       7                   0.25             0
     16717517              16717517         XXXX                                             XX                      00000         Single Family                                                 8.125                   0.25             0
     16717609              16717609         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16717797              16717797         Xxxxxxxxx                                        XX                      00000         PUD                                                            7.25                   0.25             0
     16718257              16718257         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16718259              16718259         XXXXXXXX                                         XX                      00000         PUD                                                             7.5                   0.25             0
     16718523              16718523         Xxxxxxx                                          XX                      00000         PUD                                                            6.75                   0.25             0
     16718800              16718800         XXXXXXX                                          XX                      00000         PUD                                                            6.75                   0.25             0
     16718887              16718887         XXXX XXXXXXXXX                                   XX                      00000         Single Family                                                   7.5                   0.25             0
     16718924              16718924         Xxxxxxxxxx                                       XX                      00000         Condominium                                                       7                   0.25             0
     16718927              16718927         Xxxxxxxx                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16722141              16722141         XXXXXXXXXX                                       XX                      00000         Single Family                                                  7.25                   0.25             0
     16722168              16722168         XXXXXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16723147              16723147         XXXXXXXXXX                                       XX                      00000         Hi-Rise Condo                                                 8.875                   0.25             0
     16723787              16723787         XXXXXXX                                          XX                      00000         Single Family                                                 7.875                   0.25             0
     16723878              16723878         Xxxxxxx                                          XX                      00000         Single Family                                                     7                   0.25             0
     16728410              16728410         Xxxxxx                                           XX                      00000         Single Family                                                 8.875                   0.25             0
     16728820              16728820         Xxxxxxxxxxxx                                     XX                      00000         Condominium                                                   7.125                   0.25             0
     16728824              16728824         Xxxxx Xxxxx                                      XX                      00000         PUD                                                            7.25                   0.25             0
     16729402              16729402         Xxxxxxx                                          XX                      00000         PUD                                                            6.75                   0.25             0
     16729733              16729733         XXXXXXXX                                         XX                      00000         Single Family                                                  7.75                   0.25             0
     16729864              16729864         XXXXX                                            XX                      00000         Single Family                                                 7.875                   0.25             0
     16731493              16731493         XXXXXXXX                                         XX                      00000         2-4 Family                                                      7.5                   0.25             0
     16731677              16731677         Xxxxxxxx                                         XX                      00000         Single Family                                                  7.25                   0.25             0
     16732030              16732030         XXXXX XXXXXXXX                                   XX                      00000         Single Family                                                  7.75                   0.25          0.72
     16732060              16732060         XXXXXXX                                          XX                      00000         Single Family                                                     7                   0.25             0
     16765068              16765068         XXXXXXXXXX                                       XX                      00000         Single Family                                                   9.5                   0.25             0
     16765404              16765404         Xxxxxxx                                          XX                      00000         PUD                                                           8.125                   0.25             0
     16765480              16765480         Xxxxxxxx Xxxxxxx                                 XX                      00000         Single Family                                                 8.375                   0.25             0
     16765556              16765556         XXXXXXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16768056              16768056         Xxxxxx Xxxxxx                                    XX                      00000         Single Family                                                  7.75                   0.25             0
     16768095              16768095         XXXXXXXX                                         XX                      00000         PUD                                                            7.25                   0.25             0
     16768373              16768373         Bend                                             OR                      00000         XXX                                                            7.75                   0.25             0
     16768435              16768435         XXXXXX                                           XX                      00000         Single Family                                                  6.25                   0.25             0
     16770514              16770514         Xxxxxxxxx                                        XX                      00000         Single Family                                                     7                   0.25             0
     16770639              16770639         XXXXXXXXX                                        XX                      00000         Single Family                                                    11                   0.25          0.93
     16770767              16770767         Loma Xxxxx                                       XX                      00000         PUD                                                           5.625                   0.25             0
     16770769              16770769         Xxxx                                             XX                      00000         Single Family                                                  7.25                   0.25             0
     16770810              16770810         Xxxxxxx                                          XX                      00000         Single Family                                                 7.125                   0.25             0
     16770972              16770972         XXX                                              XX                      00000         PUD                                                           6.625                   0.25             0
     16770999              16770999         Xxxxxx                                           XX                      00000         PUD                                                            7.25                   0.25             0
     16771075              16771075         Xxxxx Xxxxxxx                                    XX                      00000         PUD                                                           6.875                   0.25             0
     16771085              16771085         XXXXXXXXX                                        XX                      00000         PUD                                                           7.625                   0.25             0
     16771226              16771226         Xxxxxxx                                          XX                      00000         Condominium                                                    7.25                   0.25             0
     16771283              16771283         XXX XXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16771313              16771313         XXXXX XXXXXXXX                                   XX                      00000         PUD                                                             6.5                   0.25             0
     16771362              16771362         Xxxxxxx                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16771777              16771777         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16771875              16771875         XXXXXXX                                          XX                      00000         Single Family                                                  8.75                   0.25             0
     16771884              16771884         XXXXXXXX                                         XX                      00000         PUD                                                            8.75                   0.25             0
     16772078              16772078         Xxxxxxx                                          XX                      00000         Condominium                                                   7.375                   0.25             0
     16772083              16772083         XXXXXXX                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16772477              16772477         XXXXXXX                                          XX                      00000         PUD                                                             6.5                   0.25             0
     16772487              16772487         XXXXXXXX                                         XX                      00000         Single Family                                                  7.75                   0.25             0
     16772489              16772489         XXXXXXXXXXX                                      XX                       0000         2-4 Family                                                     7.75                   0.25             0
     16774901              16774901         XXX XXXXXXX                                      XX                      00000         PUD                                                           7.375                   0.25             0
     16774931              16774931         XXXXXXX                                          XX                      00000         Single Family                                                 7.125                   0.25             0
     16774932              16774932         XXXX XXXXX                                       XX                      00000         Single Family                                                 8.625                   0.25             0
     16775149              16775149         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16775193              16775193         XXXXXXX                                          XX                      00000         PUD                                                           7.875                   0.25             0
     16775237              16775237         XXXXXXXXX                                        XX                      00000         Single Family                                                  7.75                   0.25             0
     16775317              16775317         Xxxxxx                                           XX                      00000         Single Family                                                  7.75                   0.25             0
     16775438              16775438         Xxxxxxxxxx                                       XX                      00000         PUD                                                           7.375                   0.25             0
     16775443              16775443         Xxxxxxx Xxxx Xxxxx                               XX                      00000         Single Family                                                  7.25                   0.25             0
     16775472              16775472         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 8.125                   0.25             0
     16775552              16775552         Xxxxxxxx                                         XX                      00000         Single Family                                                 8.375                   0.25             0
     16776575              16776575         XXXX                                             XX                      00000         PUD                                                            6.75                   0.25             0
     16776739              16776739         XXXX XXXX                                        XX                      00000         Single Family                                                 9.625                   0.25             0
     16776764              16776764         XXXXXXXX                                         XX                      00000         2-4 Family                                                      7.5                   0.25             0
     16776835              16776835         XXX XXXXXXX                                      XX                      00000         Hi-Rise Condo                                                  8.25                   0.25             0
     16776859              16776859         Xxxxxx                                           XX                      00000         Single Family                                                 8.875                   0.25             0
     16776890              16776890         XXXXXXXXXX                                       XX                      00000         Single Family                                                   8.5                   0.25             0
     16777006              16777006         XXXXX XXXXXXXX                                   XX                      00000         PUD                                                            6.75                   0.25             0
     16777063              16777063         Xxxxxx                                           XX                      00000         Condominium                                                   8.375                   0.25             0
     16777154              16777154         Xxx Xxxxxxxx                                     XX                      00000         Single Family                                                 7.125                   0.25             0
     16778268              16778268         XXXX XX XXXXX                                    XX                      00000         Condominium                                                    8.75                   0.25             0
     16778287              16778287         Xxxxxx Xxxxxx                                    XX                      00000         2-4 Family                                                        7                   0.25             0
     16778382              16778382         XXXXXX                                           XX                      00000         Single Family                                                 7.625                   0.25             0
     16778386              16778386         XXXXXX                                           XX                      00000         PUD                                                             9.5                   0.25             0
     16778395              16778395         XXXXXX                                           XX                      00000         Single Family                                                 7.625                   0.25             0
     16778497              16778497         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 7.375                   0.25             0
     16778529              16778529         Xxxxxxxxxx                                       XX                      00000         Condominium                                                     7.5                   0.25             0
     16778600              16778600         Xxxxxxx                                          XX                      00000         PUD                                                               7                   0.25             0
     16778695              16778695         XXX                                              XX                      00000         Single Family                                                 6.875                   0.25             0
     16778785              16778785         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16778823              16778823         Xxxxxxxx                                         XX                      00000         2-4 Family                                                    8.375                   0.25             0
     16779004              16779004         Xxxxxxx                                          XX                      00000         Condominium                                                    6.75                   0.25             0
     16780699              16780699         XXXX Xxxxxxxx                                    XX                       0000         Single Family                                                 9.375                   0.25             0
     16780705              16780705         Xxxxx                                            XX                      00000         Single Family                                                 7.875                   0.25             0
     16780751              16780751         XXXXXXXX                                         XX                      00000         Single Family                                                 8.625                   0.25             0
     16780805              16780805         XXXXXXXX                                         XX                      00000         PUD                                                           6.875                   0.25             0
     16780892              16780892         XXXXXXXX                                         XX                      00000         PUD                                                            6.75                   0.25             0
     16780893              16780893         XXXXXXX                                          XX                      00000         Single Family                                                   8.5                   0.25             0
     16780929              16780929         XXXXX XXXXXXXXXX                                 XX                      00000         Condominium                                                   8.375                   0.25             0
     16780952              16780952         Xxxxxxxxxxxxx                                    XX                      00000         Single Family                                                  7.25                   0.25             0
     16780966              16780966         XXXXXXX                                          XX                      00000         Single Family                                                 8.625                   0.25             0
     16781308              16781308         XXXX XXXX XXXX                                   XX                      00000         Single Family                                                 7.625                   0.25             0
     16784612              16784612         XXXX XXXXX                                       XX                      00000         PUD                                                             7.5                   0.25             0
     16784662              16784662         XXXXXXXX XXXXX                                   XX                      00000         Single Family                                                 6.875                   0.25             0
     16784775              16784775         Xxxxxxxx                                         XX                      00000         Single Family                                                 7.875                   0.25             0
     16784973              16784973         Xxxxxxx                                          XX                      00000         Single Family                                                   8.5                   0.25             0
     16786273              16786273         XXXXX XXXXXXX                                    XX                      00000         Single Family                                                     7                   0.25             0
     16788469              16788469         Xxxxxxx Xxxx Xxxxx                               XX                      00000         PUD                                                           8.125                   0.25             0
     16788617              16788617         XXXXX                                            XX                      00000         Single Family                                                 7.875                   0.25             0
     16788683              16788683         XXXXXXX                                          XX                      00000         PUD                                                            7.25                   0.25             0
     16788684              16788684         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.875                   0.25             0
     16788701              16788701         XXXX XXXXX                                       XX                      00000         Single Family                                                   7.5                   0.25             0
     16788770              16788770         XXXXXXXX                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16788785              16788785         Xxxxxxxxx                                        XX                      00000         PUD                                                               8                   0.25             0
     16788859              16788859         Xxxxxx                                           XX                      00000         PUD                                                           7.875                   0.25             0
     16788911              16788911         Xxxxxxxxx                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16788926              16788926         Xxxxxxxx                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16788988              16788988         Xxxxxxx                                          XX                      00000         PUD                                                           8.125                   0.25             0
     16789061              16789061         Xxxxxxxx                                         XX                      00000         Single Family                                                   7.5                   0.25             0
     16789068              16789068         Xxxxxx                                           XX                      00000         Single Family                                                     8                   0.25             0
     16790477              16790477         XXXXXXXX XXXXXXX                                 XX                      00000         Single Family                                                 7.375                   0.25             0
     16790697              16790697         XXXXXXXXX                                        XX                      00000         Townhouse                                                      7.25                   0.25             0
     16790708              16790708         XXXXXXXXX XXXX                                   XX                      00000         PUD                                                           7.125                   0.25             0
     16790867              16790867         Xxxxxxxxx                                        XX                      00000         Single Family                                                 6.625                   0.25             0
     16790930              16790930         XXXXXXXXXX                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16790996              16790996         XXXXXXXXXXXX                                     XX                      00000         Single Family                                                 7.625                   0.25             0
     16791072              16791072         Xxxxxxxx                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16798376              16798376         XXX XXXXXXX                                      XX                      00000         Single Family                                                 7.625                   0.25             0
     16798410              16798410         XXXXXXXXXXXX                                     XX                      00000         PUD                                                           7.375                   0.25             0
     16798525              16798525         Xxxxxxxx                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16798590              16798590         Xxxxxxx                                          XX                       0000         Single Family                                                  8.25                   0.25             0
     16798654              16798654         XXXXXX                                           XX                      00000         Single Family                                                 7.875                   0.25             0
     16798754              16798754         XXXXXXXX                                         XX                      00000         Single Family                                                 8.625                   0.25             0
     16798769              16798769         XXXXXX                                           XX                      00000         2-4 Family                                                      6.5                   0.25             0
     16798827              16798827         XXXX XXXXXX                                      XX                      00000         Single Family                                                   7.5                   0.25             0
     16798947              16798947         Xxxxxxx Xxxx                                     XX                      00000         Single Family                                                 7.125                   0.25             0
     16798953              16798953         XXXXXXXXXX                                       XX                      00000         Single Family                                                 7.875                   0.25             0
     16801435              16801435         XXXXXXXX XXXX                                    XX                      00000         Single Family                                                  7.75                   0.25             0
     16801469              16801469         XXXXXXXXXXX                                      XX                      00000         2-4 Family                                                     9.25                   0.25             0
     16801534              16801534         XXXXXXXX                                         XX                       0000         Single Family                                                  7.25                   0.25             0
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     16801577              16801577         XXXXXXXXX XXXXXXXX                               XX                       0000         Single Family                                                 7.875                   0.25             0
     16801598              16801598         Xxxxxxxxx                                        XX                      00000         2-4 Family                                                     10.5                   0.25             0
     16801599              16801599         XXXXXXXX                                         XX                      00000         Single Family                                                   6.5                   0.25             0
     16801605              16801605         XXXXXXXX XXXX                                    XX                      00000         Single Family                                                   6.5                   0.25             0
     16801732              16801732         XXXXXXX XXXXX                                    XX                      00000         Single Family                                                 8.125                   0.25             0
     16801800              16801800         XXXXXX                                           XX                      00000         2-4 Family                                                    8.625                   0.25             0
     16801856              16801856         XXXXXX                                           XX                      00000         2-4 Family                                                    8.625                   0.25             0
     16801870              16801870         XXXXX XXXXXX                                     XX                      00000         PUD                                                           6.875                   0.25             0
     16801884              16801884         Xxxx Xxxx Xxxx                                   XX                      00000         2-4 Family                                                    8.375                   0.25             0
     16803358              16803358         Xxxxx                                            XX                      00000         Condominium                                                   6.875                   0.25             0
     16803696              16803696         XXXXXXX                                          XX                      00000         2-4 Family                                                    7.875                   0.25             0
     16803715              16803715         XXXXXXXX                                         XX                      00000         PUD                                                            6.75                   0.25             0
     16803794              16803794         Xxxxx                                            XX                      00000         Condominium                                                    7.25                   0.25             0
     16803984              16803984         XXXXXXX                                          XX                      00000         PUD                                                            7.25                   0.25             0
     16804078              16804078         Xxxxxxxxx                                        XX                      00000         PUD                                                            6.75                   0.25             0
     16806702              16806702         XXXX XXX                                         XX                      00000         Single Family                                                   8.5                   0.25             0
     16806832              16806832         XXXXXX XXXXXX                                    XX                      00000         Single Family                                                  7.75                   0.25             0
     16806918              16806918         Xxxxxxxx                                         XX                      00000         Single Family                                                     8                   0.25             0
     16806922              16806922         Xxxxxxx                                          XX                      00000         PUD                                                           7.375                   0.25             0
     16807018              16807018         XXXXXX                                           XX                      00000         PUD                                                           6.625                   0.25             0
     16807061              16807061         XXX XXXXXX                                       XX                      00000         Single Family                                                 7.875                   0.25             0
     16807063              16807063         XXXXX                                            XX                      00000         Single Family                                                   8.5                   0.25             0
     16807127              16807127         Xxxxxxxxxx                                       XX                      00000         2-4 Family                                                    8.625                   0.25             0
     16807271              16807271         Xxxx Xxxx                                        XX                      00000         Condominium                                                   6.625                   0.25             0
     16807281              16807281         Xxxxxxx                                          XX                      00000         Single Family                                                 8.375                   0.25             0
     16807331              16807331         Xxxxxxx                                          XX                      00000         Single Family                                                     8                   0.25             0
     16807372              16807372         Xxxx Xxxx                                        XX                      00000         PUD                                                           7.875                   0.25             0
     16809201              16809201         XXXXX                                            XX                      00000         2-4 Family                                                    8.625                   0.25             0
     16809212              16809212         XXXXXXX                                          XX                      00000         PUD                                                               7                   0.25             0
     16809221              16809221         XXXXX XXXXX                                      XX                      00000         Single Family                                                  8.25                   0.25             0
     16809235              16809235         XXXXX                                            XX                      00000         Single Family                                                  6.75                   0.25             0
     16809280              16809280         XXX XXXXXX                                       XX                      00000         Single Family                                                 7.125                   0.25             0
     16809291              16809291         XXXXXXXXXX                                       XX                      00000         2-4 Family                                                        7                   0.25             0
     16809405              16809405         Xx Xxxx                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16809503              16809503         Xxxxxxx                                          XX                      00000         Condominium                                                   7.125                   0.25             0
     16809538              16809538         Xxxxxxx                                          XX                      00000         Single Family                                                 8.625                   0.25             0
     16809581              16809581         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 8.625                   0.25             0
     16809591              16809591         Xxxxxxxxx                                        XX                      00000         Single Family                                                 8.875                   0.25             0
     16809592              16809592         Xxxxxxxxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16809614              16809614         Xxx Xxxxx                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16809619              16809619         Xxxxx                                            XX                      00000         Condominium                                                   7.875                   0.25             0
     16809737              16809737         Xxx Xxxxx                                        XX                      00000         Condominium                                                    7.75                   0.25             0
     16809741              16809741         XXXXXXXXX                                        XX                      00000         PUD                                                            7.25                   0.25             0
     16809832              16809832         Xxxxx Xxxxxxxx                                   XX                      00000         Single Family                                                 7.875                   0.25             0
     16813590              16813590         XXX XXXX                                         XX                      00000         Single Family                                                 6.875                   0.25             0
     16814112              16814112         Xxxx Xxxxxx                                      XX                      00000         PUD                                                           7.375                   0.25             0
     16814197              16814197         Xxxxxxxxx                                        XX                      00000         Single Family                                                  7.25                   0.25             0
     16814201              16814201         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16814211              16814211         XXXXXXX                                          XX                      00000         2-4 Family                                                      9.5                   0.25             0
     16814235              16814235         XXXXXXX                                          XX                      00000         2-4 Family                                                      9.5                   0.25             0
     16814242              16814242         XXXX XXXXXX                                      XX                      00000         2-4 Family                                                     7.25                   0.25             0
     16814355              16814355         XXXXXXXX                                         XX                      00000         2-4 Family                                                    8.875                   0.25          0.86
     16819061              16819061         XXXXX                                            XX                      00000         2-4 Family                                                     7.25                   0.25             0
     16819124              16819124         XXXXXXXX                                         XX                      00000         Single Family                                                 8.625                   0.25             0
     16819141              16819141         XXXX XXXXXXXXXX                                  XX                      00000         2-4 Family                                                    8.625                   0.25             0
     16819202              16819202         XXXXXXX                                          XX                      00000         Single Family                                                 7.375                   0.25             0
     16819241              16819241         Xxxx Xxxxx                                       XX                      00000         Single Family                                                 8.625                   0.25             0
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     16819559              16819559         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16819577              16819577         XXXXXXXX                                         XX                      00000         Single Family                                                  9.25                   0.25             0
     16819608              16819608         RARITAN                                          NJ                       8869         Single Family                                                 9.375                   0.25             0
     16819652              16819652         XXXXXXXXXX                                       XX                       0000         Single Family                                                  7.25                   0.25             0
     16819672              16819672         XXXXXXX                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16819718              16819718         Xxxxxx                                           XX                      00000         PUD                                                           7.375                   0.25             0
     16819776              16819776         XXXXX XXXXX                                      XX                      00000         Single Family                                                   8.5                   0.25             0
     16819784              16819784         XXXXX XXXXX                                      XX                      00000         Single Family                                                   8.5                   0.25             0
     16823735              16823735         XXXXXXXXX                                        XX                      00000         Single Family                                                 8.625                   0.25             0
     16823897              16823897         XXXXXX                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16823919              16823919         Xxxxxxx                                          XX                      00000         Single Family                                                  6.75                   0.25             0
     16824152              16824152         XXXXXXX                                          XX                      00000         Single Family                                                  7.75                   0.25             0
     16824344              16824344         XXXXX XXXXXX                                     XX                      00000         Single Family                                                 7.375                   0.25             0
     16824359              16824359         Xxxxxxxxxx                                       XX                      00000         PUD                                                           6.125                   0.25             0
     16826538              16826538         Xxxxxxxxx                                        XX                      00000         2-4 Family                                                    6.875                   0.25             0
     16826554              16826554         XXXXXX                                           XX                      00000         PUD                                                           6.875                   0.25             0
     16826565              16826565         XXXXXXXX XXXXX                                   XX                      00000         Townhouse                                                     6.625                   0.25             0
     16826579              16826579         Xxxxxxx Xxxx                                     XX                      00000         Single Family                                                  6.75                   0.25             0
     16826652              16826652         Xxxxxxx                                          XX                      00000         Single Family                                                 6.875                   0.25             0
     16826766              16826766         XXXXXXXXX                                        XX                      00000         Single Family                                                 7.625                   0.25             0
     16826812              16826812         XXXXXXXX                                         XX                       0000         Single Family                                                 7.125                   0.25             0
     16826939              16826939         XXXXXXXXXXX                                      XX                      00000         Single Family                                                 7.375                   0.25             0
     16826958              16826958         XXXXXXXXXXX                                      XX                      00000         PUD                                                           6.625                   0.25             0
     16832877              16832877         XXXX XXXXX                                       XX                      00000         Single Family                                                 8.625                   0.25             0
     16832891              16832891         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16832932              16832932         Xxxxxxxxxxx                                      XX                      00000         PUD                                                            7.75                   0.25             0
     16832961              16832961         Xxxxx                                            XX                      00000         Single Family                                                  7.25                   0.25             0
     16833114              16833114         XXX XXXXX                                        XX                      00000         Single Family                                                 6.875                   0.25             0
     16835206              16835206         XXXXXXX                                          XX                      00000         Single Family                                                 8.375                   0.25             0
     16835208              16835208         The Xxxxxxxxx                                    XX                      00000         PUD                                                           7.375                   0.25             0
     16835246              16835246         Xxx Xxxxxxx                                      XX                      00000         Single Family                                                 6.875                   0.25             0
     16835324              16835324         Xxx Xxxx                                         XX                      00000         Hi-Rise Condo                                                 6.875                   0.25             0
     16835371              16835371         XXXX XXXXX                                       XX                      00000         2-4 Family                                                    7.125                   0.25             0
     16835412              16835412         REX                                              GA                      30273         Single Family                                                 8.375                   0.25             0
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     16835644              16835644         XXXXXXXXX                                        XX                      00000         PUD                                                             7.5                   0.25             0
     16835651              16835651         XXXXXXXX                                         XX                      00000         Condominium                                                   7.625                   0.25             0
     16835697              16835697         XXXXXXX                                          XX                      00000         Condominium                                                   6.875                   0.25             0
     16835739              16835739         XXXXXX                                           XX                      00000         Single Family                                                 7.875                   0.25             0
     16835885              16835885         XXXX                                             XX                      00000         Condominium                                                   8.375                   0.25             0
     16835896              16835896         XXX XXXXX                                        XX                      00000         Single Family                                                   6.5                   0.25             0
     16838779              16838779         XXXXXX                                           XX                      00000         Single Family                                                  7.25                   0.25             0
     16838822              16838822         Xxxxxx                                           XX                      00000         PUD                                                             7.5                   0.25             0
     16838940              16838940         Xxxxx                                            XX                      00000         2-4 Family                                                    6.125                   0.25             0
     16839033              16839033         XXXXXXX                                          XX                      00000         Condominium                                                       8                   0.25             0
     16839080              16839080         XXXX                                             XX                      00000         Single Family                                                  6.75                   0.25             0
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     16839150              16839150         XXXXXXXXX                                        XX                      00000         PUD                                                           7.375                   0.25             0
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     16840001              16840001         Xxxxxxx                                          XX                      00000         Single Family                                                  7.25                   0.25             0
     16840009              16840009         XXXX XXXXX                                       XX                      00000         Single Family                                                  8.25                   0.25             0
     16840019              16840019         XXXXXX                                           XX                      00000         Single Family                                                 7.625                   0.25             0
     16840070              16840070         Xxxxxxx                                          XX                      00000         Single Family                                                   8.5                   0.25             0
     16840118              16840118         XXXXXX                                           XX                      00000         Single Family                                                 6.875                   0.25             0
     16840218              16840218         XXXXXXXX XXXXXXX                                 XX                      00000         Single Family                                                     7                   0.25             0
     16840245              16840245         XXXX XXXXX                                       XX                      00000         Condominium                                                       7                   0.25             0
     16840257              16840257         XXXXXXXX                                         XX                      00000         PUD                                                             6.5                   0.25             0
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     16844610              16844610         XXXXXX                                           XX                      00000         PUD                                                             7.5                   0.25             0
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     16845910              16845910         Xxxxxxx                                          XX                      00000         Single Family                                                   7.5                   0.25             0
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     16845987              16845987         Xxxxxxxx                                         XX                      00000         PUD                                                           6.875                   0.25             0
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     16847526              16847526         Xxxxxxxxxx                                       XX                      00000         PUD                                                            7.25                   0.25             0
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     16852956              16852956         Xxxx Xxxxx                                       XX                      00000         PUD                                                            6.75                   0.25             0
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     16965219              16965219         Xxxxxxxx                                         XX                      00000         PUD                                                             6.5                   0.25             0
     16965279              16965279         XXXXX                                            XX                      00000         Single Family                                                  7.25                   0.25             0
     16965379              16965379         Xxxxxx                                           XX                      00000         Single Family                                                   6.5                   0.25             0
     16965477              16965477         XXXXXXXXXX                                       XX                      00000         Single Family                                                   8.1                   0.25             0
     16965537              16965537         XXXXX XXXXX                                      XX                      00000         Single Family                                                  6.75                   0.25             0
     16965664              16965664         Xxxxxx                                           XX                      00000         PUD                                                           7.375                   0.25             0
     16968209              16968209         XXXXXX                                           XX                      00000         Single Family                                                 7.125                   0.25             0
     16968310              16968310         Xxxxx Xxxx                                       XX                      00000         Single Family                                                  6.25                   0.25             0
     16970411              16970411         XXXXXXX XXXX                                     XX                      00000         2-4 Family                                                      7.5                   0.25             0
     16834976              16834976         ROCKPORT                                         ME                       4856         2-4 Family                                                        7                   0.25             0
     16843924              16843924         Xxxxx Xxxx                                       XX                      00000         Single Family                                                 6.875                   0.25             0
     16847344              16847344         Xxxxxx Xxxxxx                                    XX                      00000         Single Family                                                 6.875                   0.25             0
     16812414              16812414         XXXXXXXXX                                        XX                      00000         Single Family                                                   7.5                   0.25             0
     16818956              16818956         Xxxxxxxxxxx                                      XX                      00000         Single Family                                                   7.5                   0.25             0


   LOAN_ID              MSERV                 CURRENT_NET_COUPON                   MATURITY_DATE                   STATED_ORIGINAL_TERM                    STATED_REM_TERM                  AMORT_TERM1                  ORIGINAL_BALANCE
   -------              -----                 ------------------                   -------------                   --------------------                    ---------------                  -----------                  ----------------
     16859986             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             132000
     16860003             0.015                                   4.985                     1/1/2037                                      360                                359                        360                             172150
     16860014             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             235000
     16860020             0.015                                   6.235                     1/1/2037                                      360                                359                        360                              85025
     16860040             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             137600
     16860054             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             128000
     16860057             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             352000
     16860072             0.015                                   5.735                    12/1/2036                                      360                                358                        480                             379200
     16860080             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             166000
     16860105             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             164000
     16860107             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             295800
     16860123             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             375000
     16860132             0.015                                    5.11                     1/1/2037                                      360                                359                        360                             235000
     16860135             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             109000
     16860137             0.015                                    5.36                     1/1/2037                                      360                                359                        360                             100000
     16860144             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             190000
     16860149             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             163500
     16860176             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             169600
     16860183             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             249600
     16860185             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             146800
     16860202             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             252400
     16860206             0.015                                   5.485                     1/1/2037                                      360                                359                        360                              99200
     16860209             0.015                                   5.235                     1/1/2037                                      360                                359                        360                             360800
     16860216             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             133600
     16823231             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              56000
     16823232             0.015                                    7.11                    12/1/2036                                      360                                358                        360                             125600
     16823242             0.015                                    7.36                    11/1/2036                                      360                                357                        360                             162000
     16807387             0.015                                    7.61                    12/1/2036                                      360                                358                        360                              58500
     16807403             0.015                                    7.11                    11/1/2026                                      240                                237                        240                             102400
     16807407             0.015                                    6.86                    11/1/2036                                      360                                357                        360                             304000
     16807413             0.015                                   6.985                    12/1/2036                                      360                                358                        360                              89250
     16807424             0.015                                   6.485                    12/1/2036                                      360                                358                        360                             223000
     16807437             0.015                                   7.235                     9/1/2036                                      360                                355                        360                             146700
     16807439             0.015                                   7.235                     9/1/2036                                      360                                355                        360                              89050
     16807441             0.015                                   7.485                    10/1/2036                                      360                                356                        360                             102650
     16807446             0.015                                    6.61                    11/1/2036                                      360                                357                        360                             150000
     16807459             0.015                                    7.11                    11/1/2036                                      360                                357                        360                             178350
     16807460             0.015                                   6.735                    11/1/2036                                      360                                357                        360                             111340
     16808053             0.015                                   7.485                    12/1/2036                                      360                                358                        480                             104000
     16808059             0.015                                   7.485                    12/1/2036                                      360                                358                        360                             173592
     16808065             0.015                                   6.735                    12/1/2036                                      360                                358                        480                             116000
     16808067             0.015                                   6.235                    11/1/2036                                      360                                357                        360                             116000
     16808071             0.015                                    7.61                    12/1/2036                                      360                                358                        360                             102400
     16808072             0.015                                   6.985                    12/1/2036                                      360                                358                        360                             200000
     16808074             0.015                                   7.235                    12/1/2036                                      360                                358                        360                             138140
     16808082             0.015                                   6.985                     8/1/2036                                      360                                354                        360                             203192
     16808083             0.015                                   6.735                     9/1/2036                                      360                                355                        360                             324000
     16808084             0.015                                   6.485                     8/1/2036                                      360                                354                        360                             172000
     16808089             0.015                                   7.235                    11/1/2036                                      360                                357                        360                             300000
     16808102             0.015                                    6.61                    10/1/2036                                      360                                356                        360                             200000
     16808118             0.015                                   6.235                    11/1/2036                                      360                                357                        360                             255950
     16671354             0.015                                   7.345                     1/1/2037                                      360                                359                        360                             459835
     16654029             0.015                                   6.235                    11/1/2036                                      360                                357                        360                             224730
     16859174             0.015                                    6.61                    12/1/2036                                      360                                358                        360                              66000
     16859996             0.015                                   6.985                     9/1/2036                                      360                                355                        360                             184000
     16838846             0.015                                   7.985                    12/1/2036                                      360                                358                        360                              42711
     16778763             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              96720
     16655528             0.015                                   6.735                     9/1/2036                                      360                                355                        360                             300800
     16655536             0.015                                    7.11                     8/1/2036                                      360                                354                        360                             171000
     16646336             0.015                                    7.11                    12/1/2036                                      360                                358                        360                             116000
     16646185             0.015                                    6.61                    12/1/2036                                      360                                358                        360                             762000
     16641310             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             148000
     16640814             0.015                                    7.61                    10/1/2036                                      360                                356                        360                             142320
     16981541             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             322915
     16980407             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             231200
     16980425             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             153500
     16980436             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             116000
     16980440             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             299000
     16980441             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             118850
     16980451             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             105000
     16979233             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             110880
     16776588             0.015                                   7.485                    12/1/2036                                      360                                358                        360                             100910
     16979127             0.015                                   7.485                    12/1/2036                                      360                                358                        360                             112800
     16710604             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             112500
     16709218             0.015                                    6.36                     1/1/2027                                      240                                239                        240                             180000
     16707560             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             210000
     16628689             0.015                                   6.485                    12/1/2036                                      360                                358                        360                             400000
     16700036             0.015                                   7.185                     1/1/2037                                      360                                359                        480                             170525
     16860152             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             251200
     16860156             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             133500
     16860157             0.015                                    5.86                     1/1/2037                                      360                                359                        360                             208000
     16860159             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             255200
     16860160             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             200000
     16860164             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             201600
     16860165             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             375250
     16860167             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             365000
     16860171             0.015                                    5.61                     1/1/2037                                      360                                359                        360                              76275
     16860173             0.015                                    5.36                     1/1/2037                                      360                                359                        360                             314200
     16860182             0.015                                   5.485                     1/1/2037                                      360                                359                        360                             266000
     16860184             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             228000
     16860189             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             372000
     16860191             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             140100
     16860192             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             156000
     16860193             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             124500
     16860195             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             282400
     16860203             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             218400
     16860204             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             238225
     16860205             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             200000
     16860208             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             157000
     16860211             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             174000
     16860215             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             104000
     16860036             0.015                                    5.61                     1/1/2037                                      360                                359                        360                             170050
     16860037             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             349950
     16860039             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             303600
     16860041             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             129600
     16860043             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             191850
     16860044             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             106425
     16860046             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             260000
     16860049             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             264000
     16860050             0.015                                    5.61                     1/1/2037                                      360                                359                        360                             137600
     16860055             0.015                                   5.485                     1/1/2037                                      360                                359                        360                             220225
     16860056             0.015                                    6.61                     1/1/2037                                      360                                359                        360                              99200
     16860058             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             372450
     16860059             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             126000
     16860061             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             202500
     16860062             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             152500
     16860064             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             320700
     16860068             0.015                                   6.735                     1/1/2037                                      360                                359                        360                              85000
     16860073             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             100000
     16860077             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             192800
     16860082             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             400000
     16860083             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             123200
     16860084             0.015                                   5.985                     1/1/2037                                      360                                359                        360                              97200
     16860092             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             107100
     16860096             0.015                                   5.235                     1/1/2037                                      360                                359                        360                             332000
     16860097             0.015                                   5.485                     1/1/2037                                      360                                359                        360                             352000
     16860098             0.015                                    5.86                     1/1/2037                                      360                                359                        360                             176000
     16860102             0.015                                   5.235                     1/1/2037                                      360                                359                        360                             260000
     16860104             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             241600
     16860108             0.015                                   5.235                     1/1/2037                                      360                                359                        360                             139500
     16860109             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             185600
     16860112             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             140000
     16860117             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             102800
     16860118             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             184000
     16860119             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             184000
     16860122             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             343225
     16860125             0.015                                   5.735                     1/1/2037                                      360                                359                        360                              85250
     16860127             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             322000
     16860129             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             260000
     16860138             0.015                                    6.11                     1/1/2037                                      360                                359                        480                             249600
     16860141             0.015                                   5.235                     1/1/2037                                      360                                359                        360                             107000
     16860143             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             272000
     16860145             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             226600
     16860146             0.015                                    5.86                     1/1/2037                                      360                                359                        360                             262500
     16860150             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             261250
     16859985             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             243000
     16859988             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             117500
     16859989             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             221700
     16859993             0.015                                    5.61                     1/1/2037                                      360                                359                        360                              76500
     16859998             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             265600
     16860001             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             139200
     16860005             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             400000
     16860006             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             138375
     16860007             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             394000
     16860010             0.015                                    5.61                     1/1/2037                                      360                                359                        360                             323000
     16860012             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             175700
     16860013             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             244000
     16860016             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             207000
     16860017             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             328000
     16860018             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             150000
     16860021             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             122000
     16860024             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             288000
     16860027             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             285200
     16860028             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             382450
     16860030             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             295425
     16860032             0.015                                    5.61                     1/1/2037                                      360                                359                        360                             233900
     16860035             0.015                                   4.985                     1/1/2037                                      360                                359                        360                             153600
     16640397             0.015                                   7.735                    10/1/2036                                      360                                356                        360                             107200
     16596065             0.015                                    7.36                    11/1/2036                                      360                                357                        360                             304000
     16656282             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             150000
     16564400             0.015                                   6.735                    12/1/2036                                      360                                358                        360                             345000
     16784842             0.015                                    6.36                     1/1/2037                                      360                                359                        480                             810000
     16804136             0.015                                    6.61                     2/1/2037                                      360                                360                        360                             187200
     16706471             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             156000
     16765173             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             100000
     16968371             0.015                                   6.985                    11/1/2036                                      360                                357                        360                             232000
     16857380             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             392000
     16771354             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             650000
     16807144             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             197500
     16718199             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             875000
     16638766             0.015                                   7.985                    10/1/2036                                      360                                356                        360                             417000
     16628852             0.015                                   7.985                    10/1/2036                                      360                                356                        360                              64000
     16657015             0.015                                   7.235                    12/1/2036                                      360                                358                        360                             362283
     16709223             0.015                                    6.86                    12/1/2036                                      360                                358                        360                              79500
     16710447             0.015                                    7.61                    12/1/2036                                      360                                358                        360                             384000
     16717987             0.015                                    7.36                    12/1/2036                                      360                                358                        360                             268800
     16687848             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             119600
     16691845             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             194000
     16666043             0.015                                   7.235                    12/1/2036                                      360                                358                        360                             220592
     16666977             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             120800
     16662475             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              86175
     16662483             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              84675
     16662457             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              88425
     16662425             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              88425
     16662442             0.015                                   7.235                    12/1/2036                                      360                                358                        360                              88425
     16839684             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             446250
     16814237             0.015                                   6.235                     2/1/2037                                      360                                360                        360                             368000
     16849016             0.015                                   7.485                     1/1/2037                                      360                                359                        360                             205250
     16860196             0.015                                    6.11                     1/1/2037                                      360                                359                        360                              75025
     16860197             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             260000
     16860198             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             192000
     16860199             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             252000
     16860200             0.015                                   5.735                     1/1/2037                                      360                                359                        360                             203200
     16860201             0.015                                   6.235                     1/1/2037                                      360                                359                        360                              88975
     16860207             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             229600
     16860210             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             228000
     16860212             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             176000
     16860213             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             391000
     16860214             0.015                                   5.735                     1/1/2037                                      360                                359                        360                              68800
     16860217             0.015                                   5.235                     1/1/2037                                      360                                359                        360                             133000
     16860133             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             151000
     16860134             0.015                                    5.86                     1/1/2037                                      360                                359                        360                             128000
     16860136             0.015                                    5.36                     1/1/2037                                      360                                359                        360                             137000
     16860139             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             188000
     16860140             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             140300
     16860142             0.015                                    6.61                     1/1/2037                                      360                                359                        360                              90400
     16860147             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             226400
     16860148             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             187550
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     16806922             0.015                                    7.11                    10/1/2036                                      360                                356                        360                             215150
     16807018             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             176800
     16807061             0.015                                    7.61                     9/1/2036                                      360                                355                        360                             180000
     16807063             0.015                                   8.235                     1/1/2037                                      360                                359                        360                             680000
     16807127             0.015                                    8.36                    12/1/2036                                      360                                358                        360                             536000
     16807271             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             227500
     16807281             0.015                                    8.11                     1/1/2037                                      360                                359                        360                              56250
     16807331             0.015                                   7.735                     1/1/2037                                      360                                359                        360                             444150
     16807372             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             348000
     16809201             0.015                                    8.36                     1/1/2037                                      360                                359                        360                              49440
     16809212             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             257200
     16809221             0.015                                   7.985                     1/1/2037                                      360                                359                        360                             452000
     16809235             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             150000
     16809280             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             145350
     16809291             0.015                                   6.735                    12/1/2036                                      360                                358                        360                             262000
     16809405             0.015                                   7.485                     1/1/2037                                      360                                359                        360                              85500
     16809503             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             225625
     16809538             0.015                                    8.36                     1/1/2037                                      360                                359                        360                              80000
     16809581             0.015                                    8.36                     1/1/2037                                      360                                359                        360                              87500
     16809591             0.015                                    8.61                     1/1/2037                                      360                                359                        360                              56000
     16809592             0.015                                    6.61                     1/1/2037                                      360                                359                        360                              77000
     16809614             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             544000
     16809619             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             123192
     16809737             0.015                                   7.485                     1/1/2037                                      360                                359                        360                             388500
     16809741             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             175200
     16809832             0.015                                    7.61                    12/1/2036                                      360                                358                        360                             112000
     16813590             0.015                                    6.61                     1/1/2037                                      360                                359                        360                              99200
     16814112             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             167950
     16814197             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             130400
     16814201             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             364000
     16814211             0.015                                   9.235                     1/1/2037                                      360                                359                        360                             209600
     16814235             0.015                                   9.235                     1/1/2037                                      360                                359                        360                             209600
     16814242             0.015                                   6.985                     1/1/2037                                      360                                359                        360                              82800
     16814355             0.015                                    7.75                     1/1/2037                                      360                                359                        360                              68400
     16819061             0.015                                   6.985                    12/1/2036                                      360                                358                        360                             536000
     16819124             0.015                                    8.36                     1/1/2037                                      360                                359                        360                             112000
     16819141             0.015                                    8.36                     1/1/2037                                      360                                359                        360                             245000
     16819202             0.015                                    7.11                     4/1/2036                                      360                                350                        360                             256000
     16819241             0.015                                    8.36                    12/1/2036                                      360                                358                        360                             168000
     16819366             0.015                                    8.36                     1/1/2037                                      360                                359                        360                              74080
     16819375             0.015                                   8.235                     1/1/2037                                      360                                359                        360                             704000
     16819498             0.015                                    7.11                     1/1/2037                                      360                                359                        360                              76400
     16819559             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             251750
     16819577             0.015                                   8.985                    11/1/2036                                      360                                357                        360                             100000
     16819608             0.015                                    9.11                     1/1/2037                                      360                                359                        360                             166400
     16819652             0.015                                   6.985                    12/1/2036                                      360                                358                        360                             259000
     16819672             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             259200
     16819718             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             202772
     16819776             0.015                                   8.235                     1/1/2037                                      360                                359                        360                              50400
     16819784             0.015                                   8.235                     1/1/2037                                      360                                359                        360                              50400
     16823735             0.015                                    8.36                     1/1/2037                                      360                                359                        360                             323200
     16823897             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             185250
     16823919             0.015                                   6.485                    12/1/2036                                      360                                358                        360                             184000
     16824152             0.015                                   7.485                     1/1/2037                                      360                                359                        360                             136000
     16824344             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             196720
     16824359             0.015                                    5.86                     1/1/2037                                      360                                359                        480                             339636
     16826538             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             399000
     16826554             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             102800
     16826565             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             215900
     16826579             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             130000
     16826652             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             196000
     16826766             0.015                                    7.36                    11/1/2036                                      360                                357                        360                              98500
     16826812             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             156000
     16826939             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             256000
     16826958             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             152991
     16832877             0.015                                    8.36                     1/1/2037                                      360                                359                        360                             336000
     16832891             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             380000
     16832932             0.015                                   7.485                     1/1/2037                                      360                                359                        360                             102800
     16832961             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             256000
     16833114             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             455000
     16835206             0.015                                    8.11                     1/1/2037                                      360                                359                        360                             145200
     16835208             0.015                                    7.11                    11/1/2036                                      360                                357                        360                              90850
     16835246             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             417000
     16835324             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             400000
     16835371             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             464750
     16835412             0.015                                    8.11                     1/1/2037                                      360                                359                        360                              96000
     16835619             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             400000
     16835644             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             360000
     16835651             0.015                                    7.36                     1/1/2037                                      360                                359                        360                              74000
     16835697             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             211500
     16835739             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             116000
     16835885             0.015                                    8.11                     1/1/2037                                      360                                359                        360                             116000
     16835896             0.015                                   6.235                     1/1/2037                                      360                                359                        480                             450000
     16838779             0.015                                   6.985                    12/1/2036                                      360                                358                        360                             312000
     16838822             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             544000
     16838940             0.015                                    5.86                     1/1/2037                                      360                                359                        360                             342000
     16839033             0.015                                   7.735                     1/1/2037                                      360                                359                        360                             157500
     16839080             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             149600
     16839126             0.015                                    7.86                     1/1/2037                                      360                                359                        360                             224000
     16839150             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             116450
     16839157             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             168000
     16839337             0.015                                    7.11                    12/1/2036                                      360                                358                        360                             380000
     16839663             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             315000
     16839708             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             177000
     16839715             0.015                                   8.235                     1/1/2037                                      360                                359                        360                             205360
     16839747             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             309150
     16839761             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             196000
     16839804             0.015                                   7.485                     1/1/2037                                      360                                359                        360                              70480
     16840001             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             292000
     16840009             0.015                                   7.985                     1/1/2037                                      360                                359                        360                              94500
     16840019             0.015                                    7.36                     1/1/2037                                      360                                359                        360                              78000
     16840070             0.015                                   8.235                     1/1/2037                                      360                                359                        360                              92000
     16840118             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             196000
     16840218             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             520000
     16840245             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             180456
     16840257             0.015                                   6.235                    11/1/2036                                      360                                357                        360                             439200
     16844302             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             148800
     16844501             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             240000
     16844506             0.015                                   7.985                     1/1/2037                                      360                                359                        360                             104751
     16844610             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             365850
     16844740             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             188000
     16844748             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             188000
     16845615             0.015                                   8.985                     1/1/2037                                      360                                359                        360                             103193
     16845653             0.015                                    7.36                     1/1/2037                                      360                                359                        360                             332000
     16845910             0.015                                   7.235                     9/1/2036                                      360                                355                        360                              92000
     16845939             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             476000
     16845947             0.015                                   7.985                     1/1/2037                                      360                                359                        360                             312000
     16845971             0.015                                   6.735                    10/1/2036                                      360                                356                        360                             396000
     16845981             0.015                                   7.235                     8/1/2036                                      360                                354                        360                             310400
     16845987             0.015                                    6.61                     6/1/2036                                      360                                352                        360                              78000
     16846100             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             184800
     16846175             0.015                                    7.86                     1/1/2037                                      360                                359                        360                              83900
     16846249             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             450000
     16847526             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             143175
     16847560             0.015                                   9.735                     1/1/2037                                      360                                359                        360                             125520
     16847576             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             436000
     16847591             0.015                                   9.735                     1/1/2037                                      360                                359                        360                             117520
     16847776             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             596000
     16847833             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             264000
     16847952             0.015                                   5.985                     1/1/2037                                      360                                359                        360                             258400
     16848071             0.015                                   8.735                    12/1/2036                                      360                                358                        360                             108000
     16848990             0.015                                    7.36                    12/1/2036                                      360                                358                        360                              84000
     16849173             0.015                                    6.36                     1/1/2037                                      360                                359                        360                             180000
     16849204             0.015                                   6.985                     1/1/2037                                      360                                359                        360                              92800
     16849288             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             276000
     16849321             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             760000
     16849357             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             147920
     16849412             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             236000
     16851063             0.015                                   6.985                     1/1/2037                                      360                                359                        360                             328000
     16851915             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             396700
     16852255             0.015                                   7.235                    11/1/2036                                      360                                357                        360                             105884
     16852272             0.015                                   7.485                     1/1/2037                                      360                                359                        360                              91200
     16852332             0.015                                    6.11                     1/1/2037                                      360                                359                        360                             236000
     16852736             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             155000
     16852750             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             364000
     16852807             0.015                                    7.36                     1/1/2037                                      360                                359                        360                              57750
     16852822             0.015                                    7.36                     1/1/2037                                      360                                359                        360                              57750
     16852825             0.015                                    5.86                     1/1/2037                                      360                                359                        360                             231379
     16852956             0.015                                   6.485                     1/1/2037                                      360                                359                        360                              88000
     16853079             0.015                                    6.61                     1/1/2037                                      360                                359                        480                             171200
     16853104             0.015                                    6.61                    12/1/2036                                      360                                358                        360                             108768
     16853110             0.015                                   8.485                    11/1/2036                                      360                                357                        360                             143200
     16853113             0.015                                    6.61                    12/1/2036                                      360                                358                        360                              92044
     16853176             0.015                                   6.235                     1/1/2037                                      360                                359                        480                             358000
     16853316             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             382100
     16853382             0.015                                   8.235                     1/1/2037                                      360                                359                        360                             235284
     16856433             0.015                                    6.61                     1/1/2037                                      360                                359                        360                             182250
     16856451             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             201500
     16856471             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             202500
     16856484             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             400000
     16856618             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             200000
     16856737             0.015                                   7.485                     1/1/2037                                      360                                359                        360                             102976
     16856915             0.015                                    7.36                     1/1/2037                                      360                                359                        360                             561200
     16857309             0.015                                    7.61                     1/1/2037                                      360                                359                        360                             539400
     16857350             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             193540
     16857485             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             308000
     16857659             0.015                                   5.985                     1/1/2037                                      360                                359                        480                             204000
     16859197             0.015                                    7.61                    12/1/2036                                      360                                358                        360                             246400
     16859454             0.015                                    6.86                     1/1/2037                                      360                                359                        360                              26000
     16859481             0.015                                   8.235                    11/1/2036                                      360                                357                        360                             588000
     16859546             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             106400
     16962998             0.015                                    5.86                     1/1/2037                                      360                                359                        480                             295592
     16963215             0.015                                    6.61                     1/1/2037                                      360                                359                        480                             495280
     16963251             0.015                                    7.11                     1/1/2037                                      360                                359                        360                             155000
     16963314             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             344500
     16963319             0.015                                    7.61                     1/1/2037                                      360                                359                        360                              95850
     16965164             0.015                                    6.11                    12/1/2036                                      360                                358                        360                             405699
     16965219             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             203500
     16965279             0.015                                   6.985                     1/1/2037                                      360                                359                        360                              40400
     16965379             0.015                                   6.235                     1/1/2037                                      360                                359                        360                             190000
     16965477             0.015                                   7.835                    11/1/2036                                      360                                357                        360                             127500
     16965537             0.015                                   6.485                     1/1/2037                                      360                                359                        360                             275000
     16965664             0.015                                    7.11                    10/1/2036                                      360                                356                        360                              82500
     16968209             0.015                                    6.86                     1/1/2037                                      360                                359                        360                             172000
     16968310             0.015                                   5.985                     1/1/2037                                      360                                359                        360                              73000
     16970411             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             233625
     16834976             0.015                                   6.735                     1/1/2037                                      360                                359                        360                             285000
     16843924             0.015                                    6.61                     1/1/2037                                      360                                359                        480                             143000
     16847344             0.015                                    6.61                     1/1/2037                                      360                                359                        480                             300000
     16812414             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             307200
     16818956             0.015                                   7.235                     1/1/2037                                      360                                359                        360                             115200


   LOAN_ID                FIRST_PAY_DATE               PAYMENT                 CURRENT_BALANCE                  LOAN_TO_VALUE                        MI                             MERS_ID1                    MARGIN
   -------                --------------               -------                 ---------------                  -------------                        --                             --------                    ------
     16859986                       2/1/2007                  660                            132000                    75.43000031        No MI                                    100039000000000000                  0
     16860003                       2/1/2007               753.16                            172150                    72.94000244        No MI                                    100039000000000000                  0
     16860014                       2/1/2007              1272.92                            235000                    64.37999725        No MI                                    100039000000000000                  0
     16860020                       2/1/2007               537.42                          84948.13                    79.45999908        No MI                                    100039000000000000                  0
     16860040                       2/1/2007               745.33                            137600                             80        No MI                                    100039000000000000                  0
     16860054                       2/1/2007                  680                            128000                    76.19000244        No MI                                    100039000000000000                  0
     16860057                       2/1/2007              2196.02                         351673.98                             80        No MI                                    100039000000000000                  0
     16860072                       1/1/2007              2086.41                         378804.57                             80        No MI                                    100039000000000000                  0
     16860080                       2/1/2007               899.17                            166000                    72.16999817        No MI                                    100039000000000000                  0
     16860105                       2/1/2007               871.25                            164000                    68.33000183        No MI                                    100039000000000000                  0
     16860107                       2/1/2007              1694.69                            295800                             80        No MI                                    100039000000000000                  0
     16860123                       2/1/2007              1953.12                            375000                    57.68999863        No MI                                    100039000000000000                  0
     16860132                       2/1/2007              1315.93                         234736.67                    75.80999756        No MI                                    100039000000000000                  0
     16860135                       2/1/2007               688.95                         108901.46                    44.95000076        No MI                                    100039000000000000                  0
     16860137                       2/1/2007               468.75                            100000                             80        No MI                                    100039000000000000                  0
     16860144                       2/1/2007              1029.17                            190000                    63.33000183        No MI                                    100039000000000000                  0
     16860149                       2/1/2007               919.69                            163500                    79.76000214        No MI                                    100039000000000000                  0
     16860176                       2/1/2007                  848                            169600                             80        No MI                                    100039000000000000                  0
     16860183                       2/1/2007                 1352                            249600                             80        No MI                                    100039000000000000                  0
     16860185                       2/1/2007               952.14                         146673.61                             80        No MI                                    100039000000000000                  0
     16860202                       2/1/2007              1314.58                            252400                             80        No MI                                    100039000000000000                  0
     16860206                       2/1/2007               475.33                             99200                    17.87000084        No MI                                    100039000000000000                  0
     16860209                       2/1/2007              1653.67                            360800                             80        No MI                                    100039000000000000                  0
     16860216                       2/1/2007               737.58                            133600                             80        No MI                                    100039000000000000                  0
     16823231                       1/1/2007               391.56                          55556.08                             80        No MI                                    100116000000000000                  0
     16823232                       1/1/2007               867.49                         125408.03                             80        No MI                                    100116000000000000                  0
     16823242                      12/1/2006              1146.63                            161646                             90        Radian Guaranty                          100116000000000000                  0
     16807387                       1/1/2007               424.17                          58418.59                             90        United Guaranty                          100136000000000000                  0
     16807403                      12/1/2006               817.12                         101833.17                             80        No MI                                    100136000000000000                  0
     16807407                      12/1/2006                 1805                            304000                             80        No MI                                    100136000000000000                  0
     16807413                       1/1/2007               608.84                          89110.33                             85        PMI                                      100136000000000000                  0
     16807424                       1/1/2007              1254.38                            223000                    59.47000122        No MI                                    100136000000000000                  0
     16807437                      10/1/2006              1025.75                         146145.92                             90        Republic MIC                             100060000000000000                  0
     16807439                      10/1/2006               622.65                          88715.37                    89.95999908        PMI                                      100060000000000000                  0
     16807441                      11/1/2006                735.4                         102357.38                    79.98999786        No MI                                    100060000000000000                  0
     16807446                      12/1/2006               859.37                            150000                    60.97999954        No MI                                    100084000000000000                  0
     16807459                      12/1/2006              1096.11                            178350                    79.98000336        No MI                                    100060000000000000                  0
     16807460                      12/1/2006               740.75                          111064.6                             90        PMI                                      100156000000000000                  0
     16808053                       1/1/2007               703.68                         103935.76                             80        No MI                                    100136000000000000                  0
     16808059                       1/1/2007              1121.11                         173590.92                             80        No MI                                    100136000000000000                  0
     16808065                       1/1/2007               720.86                         115911.35                             80        No MI                                    100136000000000000                  0
     16808067                      12/1/2006                733.2                         115683.69                             80        No MI                                    100136000000000000                  0
     16808071                       1/1/2007                  672                            102400                             80        No MI                                    100136000000000000                  0
     16808072                       1/1/2007              1208.33                            200000                             80        No MI                                    100136000000000000                  0
     16808074                       1/1/2007               863.38                            138140                             80        No MI                                    100136000000000000                  0
     16808082                       9/1/2006              1227.62                            203192                             80        No MI                                    100020000000000000                  0
     16808083                      10/1/2006                 1890                            324000                             80        No MI                                    100212000000000000                  0
     16808084                       9/1/2006                967.5                            172000                             80        No MI                                    100212000000000000                  0
     16808089                      12/1/2006                 1875                            300000                             80        No MI                                    100056000000000000                  0
     16808102                      11/1/2006              1145.83                            200000                             80        No MI                                    100060000000000000                  0
     16808118                      12/1/2006              1385.64                         255811.38                    79.98999786        No MI                                    100060000000000000                  0
     16671354                       2/1/2007              3454.59                         459541.78                    84.37000275        PMI                                      100386000000000000                  0
     16654029                      12/1/2006              1420.45                         224117.21                             75        No MI                                    100057000000000000                  0
     16859174                       1/1/2007               433.57                          65888.79                           33.5        No MI                                    100022000000000000                  0
     16859996                      10/1/2006              1111.67                         183999.99                             80        No MI                                    100039000000000000                  0
     16838846                       1/1/2007               320.87                          42656.35                    74.93000031        No MI                                    100099000000000000                  0
     16778763                       1/1/2007               676.28                          96575.99                             80        No MI                                    100056000000000000                  0
     16655528                      10/1/2006              2001.23                         299426.82                    75.19999695        No MI                                    100014000000000000                  0
     16655536                       9/1/2006              1181.05                         168779.58                    54.29000092        No MI                                    100014000000000000                  0
     16646336                       1/1/2007               801.18                         115822.92                             80        No MI                                    100022000000000000                  0
     16646185                       1/1/2007               5005.8                         760715.99                    64.84999847        No MI                                    100315000000000000                  0
     16641310                       2/1/2007               984.65                         147878.68                             80        No MI                                    100189000000000000                  0
     16640814                      11/1/2006              1031.92                         141924.35                             80        No MI                                    100074000000000000                  0
     16981541                       2/1/2007              1988.24                         322608.58                             90        GE Capital MI                            100057000000000000                  0
     16980407                       2/1/2007              1348.67                            231200                             80        No MI                                    100083000000000000                  0
     16980425                       2/1/2007               970.22                         153361.24                    79.52999878        No MI                                    100083000000000000                  0
     16980436                       2/1/2007               762.04                         115902.54                             80        No MI                                    100083000000000000                  0
     16980440                       2/1/2007              1939.31                         298742.57                             65        No MI                                    100083000000000000                  0
     16980441                       2/1/2007               770.86                         118747.67                    79.97000122        No MI                                    100083000000000000                  0
     16980451                       2/1/2007               716.29                         104918.08                           87.5        GE Capital MI                            100083000000000000                  0
     16979233                       2/1/2007               803.96                         110803.69                             80        No MI                                    100125000000000000                  0
     16776588                       1/1/2007               722.93                          100767.1                             80        No MI                                    100404000000000000                  0
     16979127                       1/1/2007               808.11                         112640.27                             80        No MI                                    100047000000000000                  0
     16710604                       2/1/2007               777.01                          112414.4                    52.93999863        No MI                                    100386000000000000                  0
     16709218                       2/1/2007              1355.31                         179638.44                           37.5        No MI                                    100386000000000000                  0
     16707560                       2/1/2007              1397.14                         209827.86                             70        No MI                                    100386000000000000                  0
     16628689                       1/1/2007              2594.39                         399309.28                    45.20000076        No MI                                    100315000000000000                  0
     16700036                       2/1/2007              1250.11                         170482.78                             95        PMI                                      100386000000000000                  0
     16860152                       2/1/2007              1439.17                            251200                    89.97000122        Radian Guaranty                          100039000000000000                  0
     16860156                       2/1/2007               764.84                            133500                    87.83000183        Radian Guaranty                          100039000000000000                  0
     16860157                       2/1/2007              1263.83                         207797.84                             80        No MI                                    100039000000000000                  0
     16860159                       2/1/2007              1592.12                         254963.63                             80        No MI                                    100039000000000000                  0
     16860160                       2/1/2007              1264.14                         199819.19                             80        No MI                                    100039000000000000                  0
     16860164                       2/1/2007                 1071                            201600                    79.05999756        No MI                                    100039000000000000                  0
     16860165                       2/1/2007              2110.78                            375250                             95        Radian Guaranty                          100039000000000000                  0
     16860167                       2/1/2007              1977.08                            365000                    77.66000366        No MI                                    100039000000000000                  0
     16860171                       2/1/2007               373.43                             76275                    33.15999985        No MI                                    100039000000000000                  0
     16860173                       2/1/2007              1472.81                            314200                    79.54000092        No MI                                    100039000000000000                  0
     16860182                       2/1/2007              1274.58                            266000                             76        No MI                                    100039000000000000                  0
     16860184                       2/1/2007              1305.64                          227893.1                             80        No MI                                    100039000000000000                  0
     16860189                       2/1/2007              1976.25                            372000                             80        No MI                                    100039000000000000                  0
     16860191                       2/1/2007               802.66                            140100                    58.61999893        No MI                                    100039000000000000                  0
     16860192                       2/1/2007               828.75                            156000                             80        No MI                                    100039000000000000                  0
     16860193                       2/1/2007               786.92                         124387.45                    71.13999939        No MI                                    100039000000000000                  0
     16860195                       2/1/2007              1761.81                         282138.44                    75.30999756        No MI                                    100039000000000000                  0
     16860203                       2/1/2007              1309.42                         218182.58                             80        No MI                                    100039000000000000                  0
     16860204                       2/1/2007               1315.2                            238225                    79.98999786        No MI                                    100039000000000000                  0
     16860205                       2/1/2007              1264.14                         199819.19                             80        No MI                                    100039000000000000                  0
     16860208                       2/1/2007               866.77                            157000                    79.48999786        No MI                                    100039000000000000                  0
     16860211                       2/1/2007               978.75                            174000                    71.01999664        No MI                                    100039000000000000                  0
     16860215                       2/1/2007               648.82                         103903.68                             80        No MI                                    100039000000000000                  0
     16860036                       2/1/2007              1005.91                         169876.63                    92.41999817        Radian Guaranty                          100039000000000000                  0
     16860037                       2/1/2007              1749.75                            349950                    78.45999908        No MI                                    100039000000000000                  0
     16860039                       2/1/2007              1612.88                            303600                    72.29000092        No MI                                    100039000000000000                  0
     16860041                       2/1/2007                  648                            129600                             80        No MI                                    100039000000000000                  0
     16860043                       2/1/2007              1099.14                            191850                    89.23000336        Radian Guaranty                          100039000000000000                  0
     16860044                       2/1/2007               699.14                         106335.59                    73.40000153        No MI                                    100039000000000000                  0
     16860046                       2/1/2007              1600.86                          259753.3                    82.54000092        Radian Guaranty                          100039000000000000                  0
     16860049                       2/1/2007               1402.5                            264000                             80        No MI                                    100039000000000000                  0
     16860050                       2/1/2007               813.96                         137459.71                             80        No MI                                    100039000000000000                  0
     16860055                       2/1/2007              1055.24                            220225                    75.94000244        No MI                                    100039000000000000                  0
     16860056                       2/1/2007               568.33                             99200                             80        No MI                                    100039000000000000                  0
     16860058                       2/1/2007              1939.84                            372450                    93.11000061        Radian Guaranty                          100039000000000000                  0
     16860059                       2/1/2007                775.8                         125880.45                          79.75        No MI                                    100039000000000000                  0
     16860061                       2/1/2007              1296.63                         202321.34                             75        No MI                                    100039000000000000                  0
     16860062                       2/1/2007               810.16                            152500                    67.77999878        No MI                                    100039000000000000                  0
     16860064                       2/1/2007              1703.72                            320700                    77.27999878        No MI                                    100039000000000000                  0
     16860068                       2/1/2007               565.51                          84930.32                    73.91000366        No MI                                    100039000000000000                  0
     16860073                       2/1/2007               531.25                            100000                             80        No MI                                    100039000000000000                  0
     16860077                       2/1/2007              1043.87                          192713.8                    61.20999908        No MI                                    100039000000000000                  0
     16860082                       2/1/2007              2083.33                            400000                             80        No MI                                    100039000000000000                  0
     16860083                       2/1/2007               641.67                            123200                             80        No MI                                    100039000000000000                  0
     16860084                       2/1/2007               598.48                          97107.77                    54.61000061        No MI                                    100039000000000000                  0
     16860092                       2/1/2007               668.16                          107000.8                    79.98999786        No MI                                    100039000000000000                  0
     16860096                       2/1/2007              1521.67                            332000                    73.29000092        No MI                                    100039000000000000                  0
     16860097                       2/1/2007              2054.18                         351632.49                             80        No MI                                    100039000000000000                  0
     16860098                       2/1/2007              1069.39                         175828.94                             80        No MI                                    100039000000000000                  0
     16860102                       2/1/2007              1191.67                            260000                    75.36000061        No MI                                    100039000000000000                  0
     16860104                       2/1/2007              1333.83                            241600                             80        No MI                                    100039000000000000                  0
     16860108                       2/1/2007               639.37                            139500                    68.05000305        No MI                                    100039000000000000                  0
     16860109                       2/1/2007              1005.33                            185600                             80        No MI                                    100039000000000000                  0
     16860112                       2/1/2007               896.44                         139876.48                    70.34999847        No MI                                    100039000000000000                  0
     16860117                       2/1/2007               588.96                            102800                             80        No MI                                    100039000000000000                  0
     16860118                       2/1/2007                977.5                            184000                             80        No MI                                    100039000000000000                  0
     16860119                       2/1/2007              1163.01                         183833.66                             80        No MI                                    100039000000000000                  0
     16860122                       2/1/2007              1823.38                            343225                    79.81999969        No MI                                    100039000000000000                  0
     16860125                       2/1/2007               426.25                             85250                    82.76999664        Radian Guaranty                          100039000000000000                  0
     16860127                       2/1/2007              1744.17                            322000                    83.63999939        Radian Guaranty                          100039000000000000                  0
     16860129                       2/1/2007              1354.17                            260000                    60.47000122        No MI                                    100039000000000000                  0
     16860138                       2/1/2007              1439.13                         249486.87                             80        No MI                                    100039000000000000                  0
     16860141                       2/1/2007               490.01                         106911.76                    66.05000305        No MI                                    100039000000000000                  0
     16860143                       2/1/2007              1558.33                            272000                             80        No MI                                    100039000000000000                  0
     16860145                       2/1/2007              1298.23                            226600                    73.09999847        No MI                                    100039000000000000                  0
     16860146                       2/1/2007              1339.84                            262500                    76.52999878        No MI                                    100039000000000000                  0
     16860150                       2/1/2007              1306.25                            261250                    59.24000168        No MI                                    100039000000000000                  0
     16859985                       2/1/2007              1341.56                            243000                    79.93000031        No MI                                    100039000000000000                  0
     16859988                       2/1/2007               733.05                         117391.17                             80        No MI                                    100039000000000000                  0
     16859989                       2/1/2007              1270.16                            221700                    79.18000031        No MI                                    100039000000000000                  0
     16859993                       2/1/2007               452.53                             76422                    94.44000244        Radian Guaranty                          100039000000000000                  0
     16859998                       2/1/2007              1493.51                         265512.77                    75.23999786        No MI                                    100039000000000000                  0
     16860001                       2/1/2007               857.08                         139067.92                             80        No MI                                    100039000000000000                  0
     16860005                       2/1/2007                 2250                            400000                    72.73000336        No MI                                    100039000000000000                  0
     16860006                       2/1/2007               886.03                         138252.92                    76.87999725        No MI                                    100039000000000000                  0
     16860007                       2/1/2007              2458.05                         393588.03                    73.63999939        No MI                                    100039000000000000                  0
     16860010                       2/1/2007              1581.35                            323000                    67.29000092        No MI                                    100039000000000000                  0
     16860012                       2/1/2007               951.71                            175700                    73.20999908        No MI                                    100039000000000000                  0
     16860013                       2/1/2007              1502.35                         243768.48                             80        No MI                                    100039000000000000                  0
     16860016                       2/1/2007                 1035                            207000                    76.66999817        No MI                                    100039000000000000                  0
     16860017                       2/1/2007              2073.18                         327703.48                             80        No MI                                    100039000000000000                  0
     16860018                       2/1/2007                  750                            150000                    69.76999664        No MI                                    100039000000000000                  0
     16860021                       2/1/2007               673.54                         121999.99                    93.84999847        Radian Guaranty                          100039000000000000                  0
     16860024                       2/1/2007              1773.27                         287726.73                             80        No MI                                    100039000000000000                  0
     16860027                       2/1/2007              1709.92                         284916.08                    50.04000092        No MI                                    100039000000000000                  0
     16860028                       2/1/2007              2191.12                            382450                    89.98999786        Radian Guaranty                          100039000000000000                  0
     16860030                       2/1/2007              1940.73                         295176.81                    70.33999634        No MI                                    100039000000000000                  0
     16860032                       2/1/2007              1145.14                            233900                    79.83000183        No MI                                    100039000000000000                  0
     16860035                       2/1/2007                  672                            153600                             80        No MI                                    100039000000000000                  0
     16640397                      11/1/2006                786.6                         106909.38                             80        No MI                                    100209000000000000                  0
     16596065                      12/1/2006              1931.67                            304000                    89.68000031        No MI                                    100386000000000000                  0
     16656282                       2/1/2007               985.39                         149873.98                    34.09000015        No MI                                    100107000000000000                  0
     16564400                       1/1/2007               2012.5                            345000                    66.98999786        No MI                                    100315000000000000                  0
     16784842                       2/1/2007              4814.51                         809657.36                    72.97000122        No MI                                    100125000000000000                  0
     16804136                       3/1/2007              1229.77                            187200                             80        No MI                                    100315000000000000                  0
     16706471                       2/1/2007                 1051                         155875.25                             80        No MI                                    100015000000000000                  0
     16765173                       2/1/2007               632.07                           99909.6                          31.75        No MI                                    100315000000000000                  0
     16968371                      12/1/2006              1401.67                            232000                             80        No MI                                    100031000000000000                  0
     16857380                       2/1/2007               2082.5                            392000                    74.66999817        No MI                                    100074000000000000                  0
     16771354                       2/1/2007              4379.17                          649480.2                    66.33000183        No MI                                    100015000000000000                  0
     16807144                       2/1/2007              1280.98                         197329.96                             50        No MI                                                                        0
     16718199                       2/1/2007              5013.02                            875000                    23.32999992        No MI                                    100015000000000000                  0
     16638766                      11/1/2006              3132.78                         415925.36                    79.43000031        No MI                                    100031000000000000                  0
     16628852                      11/1/2006               480.81                          63835.07                             80        No MI                                    100074000000000000                  0
     16657015                       1/1/2007              2533.14                         361743.58                             80        No MI                                    100006000000000000                  0
     16709223                       1/1/2007               535.61                          77795.11                    96.94999695        Republic MIC                             100386000000000000                  0
     16710447                       1/1/2007                 2520                            384000                             80        No MI                                    100177000000000000                  0
     16717987                       1/1/2007              1707.87                         268779.79                             80        No MI                                    100386000000000000                  0
     16687848                       2/1/2007               775.72                          117879.2                    72.48000336        No MI                                    100386000000000000                  0
     16691845                       2/1/2007              1091.25                            194000                    79.51000214        No MI                                    100386000000000000                  0
     16666043                       1/1/2007              1542.41                         220263.54                             80        No MI                                    100057000000000000                  0
     16666977                       2/1/2007               792.75                            120800                             80        No MI                                    100194000000000000                  0
     16662475                       1/1/2007               538.59                             86175                             75        No MI                                    100177000000000000                  0
     16662483                       1/1/2007               592.06                          84548.93                             75        No MI                                    100177000000000000                  0
     16662457                       1/1/2007               552.66                             88425                             75        No MI                                    100177000000000000                  0
     16662425                       1/1/2007               552.66                             88425                             75        No MI                                    100177000000000000                  0
     16662442                       1/1/2007               552.66                             88425                             75        No MI                                    100177000000000000                  0
     16839684                       2/1/2007              2857.39                         445856.28                             75        No MI                                    100080000000000000                  0
     16814237                       3/1/2007              1993.33                            368000                    52.56999969        No MI                                    100015000000000000                  0
     16849016                       2/1/2007              1470.44                         205105.13                    79.98000336        No MI                                    100279000000000000                  0
     16860196                       2/1/2007               468.06                           74955.2                    83.36000061        Radian Guaranty                          100039000000000000                  0
     16860197                       2/1/2007              1354.17                            260000                    76.47000122        No MI                                    100039000000000000                  0
     16860198                       2/1/2007                 1020                            192000                    69.05999756        No MI                                    100039000000000000                  0
     16860199                       2/1/2007                 1365                            252000                             80        No MI                                    100039000000000000                  0
     16860200                       2/1/2007                 1016                            203200                             80        No MI                                    100039000000000000                  0
     16860201                       2/1/2007               481.95                             88975                    79.98000336        No MI                                    100039000000000000                  0
     16860207                       2/1/2007              1267.58                         229599.99                             80        No MI                                    100039000000000000                  0
     16860210                       2/1/2007               1187.5                            228000                             80        No MI                                    100039000000000000                  0
     16860212                       2/1/2007              1112.44                         175840.89                             80        No MI                                    100039000000000000                  0
     16860213                       2/1/2007              2199.38                            391000                    79.80000305        No MI                                    100039000000000000                  0
     16860214                       2/1/2007                  344                             68800                             80        No MI                                    100039000000000000                  0
     16860217                       2/1/2007               755.16                         132854.42                             95        Radian Guaranty                          100039000000000000                  0
     16860133                       2/1/2007               954.42                         150863.05                           75.5        No MI                                    100039000000000000                  0
     16860134                       2/1/2007               653.33                         127999.99                    77.58000183        No MI                                    100039000000000000                  0
     16860136                       2/1/2007               788.65                         136853.54                    57.08000183        No MI                                    100039000000000000                  0
     16860139                       2/1/2007              1188.29                         187830.04                    77.84999847        No MI                                    100039000000000000                  0
     16860140                       2/1/2007               875.29                         140170.05                    74.62999725        No MI                                    100039000000000000                  0
     16860142                       2/1/2007               517.92                             90400                             80        No MI                                    100039000000000000                  0
     16860147                       2/1/2007              1412.44                          226190.3                             80        No MI                                    100039000000000000                  0
     16860148                       2/1/2007              1170.07                         187376.29                    79.80999756        No MI                                    100039000000000000                  0
     16860151                       2/1/2007               1920.5                            400800                             80        No MI                                    100039000000000000                  0
     16860153                       2/1/2007               892.13                         148651.87                             80        No MI                                    100039000000000000                  0
     16860154                       2/1/2007               859.61                         135877.05                             80        No MI                                    100039000000000000                  0
     16860155                       2/1/2007               485.64                          80919.36                    69.58999634        No MI                                    100039000000000000                  0
     16860158                       2/1/2007               1527.5                            282000                    78.12000275        No MI                                    100039000000000000                  0
     16860161                       2/1/2007               768.37                         119894.12                    75.16000366        No MI                                    100039000000000000                  0
     16860162                       2/1/2007                630.1                            131500                    55.02000046        No MI                                    100039000000000000                  0
     16860163                       2/1/2007              2017.56                         318911.44                             80        No MI                                    100039000000000000                  0
     16860166                       2/1/2007               788.12                         127878.55                             80        No MI                                    100039000000000000                  0
     16860168                       2/1/2007              1046.25                            186000                           77.5        No MI                                    100039000000000000                  0
     16860169                       2/1/2007              1180.36                         189024.76                    75.68000031        No MI                                    100039000000000000                  0
     16860170                       2/1/2007               799.48                            153500                    71.40000153        No MI                                    100039000000000000                  0
     16860172                       2/1/2007              1186.22                         232401.56                    78.93000031        No MI                                    100039000000000000                  0
     16860174                       2/1/2007               462.76                             88850                    59.34999847        No MI                                    100039000000000000                  0
     16860175                       2/1/2007              1355.16                            265500                             90        Radian Guaranty                          100039000000000000                  0
     16860177                       2/1/2007              1173.25                            234650                    89.55999756        Radian Guaranty                          100039000000000000                  0
     16860178                       2/1/2007               912.12                         142324.32                    79.98999786        No MI                                    100039000000000000                  0
     16860179                       2/1/2007               738.03                         124299.99                    79.98999786        No MI                                    100039000000000000                  0
     16860180                       2/1/2007              1809.58                         403999.99                             80        No MI                                    100039000000000000                  0
     16860181                       2/1/2007                746.7                            132747                    79.05000305        No MI                                    100039000000000000                  0
     16860186                       2/1/2007              1531.69                            272300                    77.80000305        No MI                                    100039000000000000                  0
     16860187                       2/1/2007              1194.58                            244000                             80        No MI                                    100039000000000000                  0
     16860188                       2/1/2007              1223.08                         203796.92                             80        No MI                                    100039000000000000                  0
     16860190                       2/1/2007               596.71                          91920.78                             80        No MI                                    100039000000000000                  0
     16860194                       2/1/2007              1556.93                         262931.65                             80        No MI                                    100039000000000000                  0
     16860071                       2/1/2007               921.05                         159828.95                    71.11000061        No MI                                    100039000000000000                  0
     16860074                       2/1/2007               890.62                            171000                    70.94999695        No MI                                    100039000000000000                  0
     16860075                       2/1/2007                534.2                          89969.74                          93.75        Radian Guaranty                          100039000000000000                  0
     16860076                       2/1/2007               753.75                            134000                    76.56999969        No MI                                    100039000000000000                  0
     16860078                       1/1/2007              1162.27                         185953.98                    79.98999786        No MI                                    100039000000000000                  0
     16860079                       2/1/2007               408.62                          59853.27                    65.81999969        No MI                                    100039000000000000                  0
     16860081                       2/1/2007                 1305                            232000                             80        No MI                                    100039000000000000                  0
     16860085                       2/1/2007               861.67                            188000                             80        No MI                                    100039000000000000                  0
     16860086                       1/1/2007               648.76                          99852.26                    78.13999939        No MI                                    100039000000000000                  0
     16860087                       2/1/2007               989.25                         189936.74                             76        No MI                                    100039000000000000                  0
     16860089                       2/1/2007              1353.27                         205826.93                             80        No MI                                    100039000000000000                  0
     16860090                       2/1/2007              1022.66                            178500                    76.94000244        No MI                                    100039000000000000                  0
     16860091                       2/1/2007               870.82                         135880.01                             80        No MI                                    100039000000000000                  0
     16860093                       2/1/2007              1305.96                            241100                    70.91000366        No MI                                    100039000000000000                  0
     16860094                       2/1/2007               641.66                         123197.93                             80        No MI                                    100039000000000000                  0
     16860095                       2/1/2007              2078.52                            391250                    39.91999817        No MI                                    100039000000000000                  0
     16860099                       2/1/2007              1929.38                            343000                    79.94999695        No MI                                    100039000000000000                  0
     16860100                       2/1/2007                  850                            160000                             80        No MI                                    100039000000000000                  0
     16860101                       2/1/2007                652.5                            108000                             80        No MI                                    100039000000000000                  0
     16860103                       2/1/2007               896.03                            162300                    79.98999786        No MI                                    100039000000000000                  0
     16860106                       2/1/2007                  585                            108000                             80        No MI                                    100039000000000000                  0
     16860110                       2/1/2007              1587.13                         254164.37                             80        No MI                                    100039000000000000                  0
     16860111                       2/1/2007               983.12                            181500                    77.23000336        No MI                                    100039000000000000                  0
     16860114                       2/1/2007               1048.8                         177119.23                    75.44999695        No MI                                    100039000000000000                  0
     16860115                       2/1/2007               824.54                            149350                             80        No MI                                    100039000000000000                  0
     16860116                       2/1/2007              1843.28                            376500                    79.26000214        No MI                                    100039000000000000                  0
     16860120                       2/1/2007               748.63                            135600                             80        No MI                                    100039000000000000                  0
     16860121                       2/1/2007               948.94                         148069.24                             80        No MI                                    100039000000000000                  0
     16860124                       2/1/2007                593.4                            103575                    76.16000366        No MI                                    100039000000000000                  0
     16860126                       2/1/2007               400.83                             74000                             74        No MI                                    100039000000000000                  0
     16860128                       2/1/2007               838.48                         134275.51                             80        No MI                                    100039000000000000                  0
     16860130                       2/1/2007              1403.84                         227783.66                             80        No MI                                    100039000000000000                  0
     16860131                       2/1/2007               842.85                            175900                    78.52999878        No MI                                    100039000000000000                  0
     16859983                       2/1/2007              1537.22                         246171.78                             80        No MI                                    100039000000000000                  0
     16859984                       2/1/2007                 1275                            240000                             75        No MI                                    100039000000000000                  0
     16859987                       2/1/2007               733.33                         127999.99                             80        No MI                                    100039000000000000                  0
     16859990                       2/1/2007              1280.83                            232000                             80        No MI                                    100039000000000000                  0
     16859991                       2/1/2007              1419.23                            267150                    66.79000092        No MI                                    100039000000000000                  0
     16859992                       2/1/2007               2066.6                         194645.73                             80        No MI                                    100039000000000000                  0
     16859994                       2/1/2007              1041.67                            200000                    63.77999878        No MI                                    100039000000000000                  0
     16859995                       2/1/2007              1331.77                            255700                    72.84999847        No MI                                    100039000000000000                  0
     16859997                       2/1/2007               663.99                         104955.03                    72.90000153        No MI                                    100039000000000000                  0
     16859999                       2/1/2007              1661.03                            289925                           75.5        No MI                                    100039000000000000                  0
     16860000                       2/1/2007              1902.08                            332000                             80        No MI                                    100039000000000000                  0
     16860002                       2/1/2007               953.27                         152658.48                             80        No MI                                    100039000000000000                  0
     16860004                       2/1/2007               549.06                            125500                    42.54000092        No MI                                    100039000000000000                  0
     16860008                       2/1/2007               734.38                            150000                    63.83000183        No MI                                    100039000000000000                  0
     16860009                       2/1/2007                 1175                            225600                             80        No MI                                    100039000000000000                  0
     16860011                       2/1/2007               729.62                         118387.56                    84.63999939        Radian Guaranty                          100039000000000000                  0
     16860015                       2/1/2007              1798.27                         303690.05                             80        No MI                                    100039000000000000                  0
     16860022                       2/1/2007               728.75                            132000                             80        No MI                                    100039000000000000                  0
     16860023                       2/1/2007               932.34                            172125                    71.12999725        No MI                                    100039000000000000                  0
     16860025                       2/1/2007              1083.33                         199999.99                             80        No MI                                    100039000000000000                  0
     16860026                       2/1/2007                670.5                            119200                             80        No MI                                    100039000000000000                  0
     16860029                       2/1/2007               669.38                            119000                    66.11000061        No MI                                    100039000000000000                  0
     16860031                       2/1/2007               996.96                         155561.77                             90        Radian Guaranty                          100039000000000000                  0
     16860033                       2/1/2007              1109.76                         226674.99                    69.31999969        No MI                                    100039000000000000                  0
     16860034                       2/1/2007               879.75                            165600                             80        No MI                                    100039000000000000                  0
     16860038                       2/1/2007                 1000                            200000                             80        No MI                                    100039000000000000                  0
     16860042                       2/1/2007               596.71                          91920.78                             80        No MI                                    100039000000000000                  0
     16860045                       2/1/2007                852.5                            148800                             80        No MI                                    100039000000000000                  0
     16860047                       2/1/2007              1130.94                            231000                    71.15000153        No MI                                    100039000000000000                  0
     16860048                       2/1/2007               907.57                         147260.14                    79.68000031        No MI                                    100039000000000000                  0
     16860051                       2/1/2007              1046.72                            182700                             90        Radian Guaranty                          100039000000000000                  0
     16860052                       2/1/2007                 1500                            300000                    83.33000183        Radian Guaranty                          100039000000000000                  0
     16860053                       2/1/2007               788.91                            148500                             90        Radian Guaranty                          100039000000000000                  0
     16860060                       2/1/2007               1673.7                            321350                    78.37999725        No MI                                    100039000000000000                  0
     16860063                       2/1/2007               834.71                            154100                    76.66999817        No MI                                    100039000000000000                  0
     16860066                       2/1/2007              1181.19                         194211.05                             80        No MI                                    100039000000000000                  0
     16860067                       1/1/2007               787.28                            139960                             80        No MI                                    100039000000000000                  0
     16860069                       2/1/2007               752.37                         115900.12                             80        No MI                                    100039000000000000                  0
     16860070                       2/1/2007               724.17                            126400                             80        No MI                                    100039000000000000                  0
     16683696                       2/1/2007              1608.52                         247571.62                          64.75        No MI                                    100367000000000000                  0
     16676341                       2/1/2007              1534.17                            263000                    74.08000183        No MI                                    100386000000000000                  0
     16776649                       2/1/2007              2827.41                         464879.72                             80        No MI                                    100057000000000000                  0
     16773119                       2/1/2007               762.53                         117479.73                             80        No MI                                    100386000000000000                  0
     16778216                       2/1/2007               1396.8                         234900.59                          58.75        No MI                                    100386000000000000                  0
     16780513                       2/1/2007               402.98                           56210.3                             75        No MI                                    100386000000000000                  0
     16797953                       2/1/2007               628.06                          82436.56                    47.20000076        No MI                                    100386000000000000                  0
     16803184                       2/1/2007              1226.64                         177464.86                             80        No MI                                    100386000000000000                  0
     16802979                       2/1/2007               576.28                          89920.59                    71.43000031        No MI                                    100386000000000000                  0
     16803263                       2/1/2007              1845.64                         291736.03                             80        No MI                                    100386000000000000                  0
     16764953                       2/1/2007               1795.5                            273600                             80        No MI                                    100386000000000000                  0
     16764852                       2/1/2007              2130.73                         308265.26                    88.13999939        PMI                                      100386000000000000                  0
     16767416                       2/1/2007               810.47                            136500                             65        No MI                                    100386000000000000                  0
     16772878                       2/1/2007               685.95                           99970.3                             80        No MI                                    100386000000000000                  0
     16839683                       2/1/2007              1036.12                         179797.58                    54.54000092        No MI                                    100063000000000000                  0
     16802983                       2/1/2007              1963.91                         331661.51                    54.43000031        No MI                                    100386000000000000                  0
     16366715                       4/1/2006               944.34                            143900                    98.55999756        Radian Guaranty                          100014000000000000                  0
     16731223                       2/1/2007               1063.4                            164656                    76.05000305        No MI                                    100386000000000000                  0
     16730111                       2/1/2007               433.59                          66792.44                    68.91999817        No MI                                    100386000000000000                  0
     16722990                       2/1/2007               1056.2                            160944                             80        No MI                                    100386000000000000                  0
     16659113                      11/1/2006              1689.93                         311987.05                    77.41999817        No MI                                    100214000000000000                  0
     16807384                      11/1/2006              2286.87                         367317.91                             80        No MI                                    100136000000000000                  0
     16807410                       1/1/2007               908.66                         132991.55                    72.38999939        No MI                                    100136000000000000                  0
     16807445                      11/1/2006              2053.44                         328549.99                    84.98999786        Radian Guaranty                          100060000000000000                  0
     16808045                      11/1/2006              2169.03                         343489.36                             80        No MI                                    100136000000000000                  0
     16808099                      12/1/2006                926.2                         133791.99                    79.98000336        No MI                                    100060000000000000                  0
     16808101                      12/1/2006              2458.33                            400000                             80        No MI                                    100056000000000000                  0
     16814065                      12/1/2006               902.78                         133676.63                    78.81999969        No MI                                    100030000000000000                  0
     16826855                      12/1/2006                283.5                             50400                             80        No MI                                    100194000000000000                  0
     16801623                      12/1/2006              1146.26                         159659.02                             80        No MI                                    100029000000000000                  0
     16710768                      11/1/2006              1983.92                         250599.99                             80        No MI                                    100239000000000000                  0
     16778520                      12/1/2006              1082.81                            157500                             90        PMI                                      100074000000000000                  0
     16823213                      12/1/2006               596.71                             91761                             80        No MI                                    100116000000000000                  0
     16823216                       1/1/2007              3548.26                         567693.63                             65        No MI                                    100116000000000000                  0
     16823221                      12/1/2006              1643.38                         259291.03                             80        No MI                                    100116000000000000                  0
     16823224                       1/1/2007               795.34                         101214.66                             80        No MI                                    100116000000000000                  0
     16823226                       1/1/2007               788.31                         118796.57                             80        No MI                                    100116000000000000                  0
     16823234                      12/1/2006               496.87                          70046.58                             90        Mortgage Guaranty In                     100116000000000000                  0
     16823235                      12/1/2006              1289.84                          171725.8                    73.65000153        No MI                                    100116000000000000                  0
     16823236                      12/1/2006               369.52                          55911.15                             75        No MI                                    100116000000000000                  0
     16823245                       1/1/2007               509.94                          77493.45                             75        No MI                                    100116000000000000                  0
     16807438                      10/1/2006                757.9                         110661.38                    94.97000122        PMI                                      100060000000000000                  0
     16807440                      10/1/2006               701.38                         100999.59                    79.33999634        No MI                                    100060000000000000                  0
     16807444                      11/1/2006              1547.57                            256150                             80        No MI                                    100060000000000000                  0
     16807450                      11/1/2006               438.76                          62561.95                    67.91999817        No MI                                    100060000000000000                  0
     16807453                      12/1/2006              1603.11                         284998.13                    51.81999969        No MI                                    100172000000000000                  0
     16807458                      12/1/2006              1245.83                            230000                    45.09999847        No MI                                    100156000000000000                  0
     16807463                      12/1/2006              1692.71                            250000                             40        No MI                                    100312000000000000                  0
     16808047                       1/1/2007               629.29                          89865.98                             72        No MI                                    100136000000000000                  0
     16808051                       1/1/2007                 1695                            271200                             80        No MI                                    100136000000000000                  0
     16808054                       1/1/2007               977.89                         137959.37                             80        No MI                                    100136000000000000                  0
     16808063                       1/1/2007               996.25                         153334.76                             80        No MI                                    100136000000000000                  0
     16808064                       1/1/2007              1194.58                            188000                    79.73999786        No MI                                    100136000000000000                  0
     16808066                       1/1/2007               840.87                         127765.99                             80        No MI                                    100136000000000000                  0
     16808073                       1/1/2007               671.71                          104933.2                             80        No MI                                    100136000000000000                  0
     16808076                       1/1/2007              2078.33                            344000                             80        No MI                                    100136000000000000                  0
     16808077                       1/1/2007               1655.7                            299900                    79.98999786        No MI                                    100136000000000000                  0
     16808078                       1/1/2007              2195.42                            383200                             80        No MI                                    100136000000000000                  0
     16808087                      10/1/2006               685.73                            113500                    79.98999786        No MI                                    100060000000000000                  0
     16808090                      12/1/2006              1245.41                         195998.75                             80        No MI                                    100156000000000000                  0
     16808092                      11/1/2006               509.26                          71739.69                    74.18000031        No MI                                    100060000000000000                  0
     16808093                      12/1/2006               909.28                            147950                    79.98000336        No MI                                    100060000000000000                  0
     16808095                      12/1/2006                788.2                         128249.95                             80        No MI                                    100060000000000000                  0
     16808098                      12/1/2006              1061.12                          149592.4                             80        No MI                                    100057000000000000                  0
     16808100                      12/1/2006               704.46                         100524.28                    79.97000122        No MI                                    100060000000000000                  0
     16808104                      11/1/2006               885.62                            163500                    79.98999786        No MI                                    100060000000000000                  0
     16808108                      11/1/2006              2182.24                            380900                    79.98999786        No MI                                    100060000000000000                  0
     16808114                      12/1/2006              1739.53                            309250                    79.98999786        No MI                                    100060000000000000                  0
     16808123                      12/1/2006              2379.75                            400800                             80        No MI                                    100072000000000000                  0
     16807386                       1/1/2007              1019.24                         152948.11                             80        No MI                                    100136000000000000                  0
     16807392                       1/1/2007              2470.05                         375366.41                             80        No MI                                    100136000000000000                  0
     16807395                       1/1/2007              2853.83                         439240.19                             80        No MI                                    100136000000000000                  0
     16807397                       1/1/2007              2919.82                         455193.14                             80        No MI                                    100136000000000000                  0
     16807399                       1/1/2007               683.21                         103824.74                             80        No MI                                    100136000000000000                  0
     16807404                       1/1/2007               932.15                         149885.37                    78.94999695        No MI                                    100136000000000000                  0
     16807405                       1/1/2007              1479.33                            253600                             80        No MI                                    100136000000000000                  0
     16807406                       1/1/2007               749.71                          109673.9                    77.38999939        No MI                                    100136000000000000                  0
     16807415                      11/1/2006              1129.79                            187000                    76.33000183        No MI                                    100136000000000000                  0
     16807416                       1/1/2007               591.48                             97900                    79.66000366        No MI                                    100136000000000000                  0
     16807417                       1/1/2007               763.36                         111724.88                    79.98999786        No MI                                    100136000000000000                  0
     16807419                      12/1/2006               859.38                            150000                          31.25        No MI                                    100136000000000000                  0
     16807420                      12/1/2006               680.63                            121000                             55        No MI                                    100136000000000000                  0
     16807421                      12/1/2006              1588.34                         270941.64                    64.98000336        No MI                                    100136000000000000                  0
     16780378                       1/1/2007              1343.93                         199159.02                             65        No MI                                    100353000000000000                  0
     16780385                       1/1/2007               859.43                            108560                             80        No MI                                    100353000000000000                  0
     16780390                       1/1/2007              1953.29                         259667.27                             80        No MI                                    100353000000000000                  0
     16780393                       1/1/2007              1422.57                         176606.12                             80        No MI                                    100353000000000000                  0
     16780400                       1/1/2007               580.08                            101250                             75        No MI                                    100353000000000000                  0
     16851263                       2/1/2007              1347.33                            202100                             80        No MI                                    100031000000000000                  0
     16851373                       2/1/2007               678.95                          88246.51                    69.52999878        No MI                                    100031000000000000                  0
     16851375                       2/1/2007               438.19                          55656.94                    89.98000336        PMI                                      100054000000000000                  0
     16851398                       2/1/2007                668.8                          97471.04                             75        No MI                                    100206000000000000                  0
     16851887                       1/1/2007               380.04                          49937.62                    76.91999817        No MI                                    100252000000000000                  0
     16851948                       2/1/2007               1253.7                         217341.45                             80        No MI                                    100063000000000000                  0
     16851996                       2/1/2007               1900.5                            289600                             80        No MI                                    100029000000000000                  0
     16849392                       2/1/2007              2196.88                            370000                    49.52999878        No MI                                    100074000000000000                  0
     16849399                       2/1/2007               1092.5                            184000                             80        No MI                                    100152000000000000                  0
     16849413                       2/1/2007               545.74                          79937.59                    44.43999863        No MI                                                                        0
     16849453                       2/1/2007              1423.33                            224000                             80        No MI                                    100218000000000000                  0
     16849486                       2/1/2007               958.91                            161500                    79.97000122        No MI                                    100255000000000000                  0
     16849508                       2/1/2007                481.3                          67950.78                             80        No MI                                    100255000000000000                  0
     16849516                       2/1/2007                773.9                         111964.74                    79.98000336        No MI                                    100099000000000000                  0
     16849555                       2/1/2007               3467.5                            584000                             80        No MI                                    100271000000000000                  0
     16851038                       2/1/2007               2281.4                            384236                             80        No MI                                    100022000000000000                  0
     16851058                       2/1/2007              1330.15                            260600                             80        No MI                                    100230000000000000                  0
     16851174                       2/1/2007              2395.66                         383644.34                             80        No MI                                    100074000000000000                  0
     16848988                       2/1/2007              1040.52                         169305.45                             80        No MI                                    100054000000000000                  0
     16848989                       1/1/2007                596.9                          87363.08                    79.98000336        No MI                                    100054000000000000                  0
     16849179                       2/1/2007                853.6                         126598.68                    84.47000122        Republic MIC                             100216000000000000                  0
     16849285                       2/1/2007              1251.43                         187945.82                             80        No MI                                    100140000000000000                  0
     16849306                       2/1/2007              1649.43                            287900                    79.98000336        No MI                                    100031000000000000                  0
     16847846                       2/1/2007               862.36                         127897.64                    89.51000214        Republic MIC                             100400000000000000                  0
     16847860                       2/1/2007              2237.08                            364000                             80        No MI                                    100234000000000000                  0
     16847705                       2/1/2007              1020.47                            155500                             73        No MI                                    100083000000000000                  0
     16847902                       2/1/2007              1615.62                            282000                             75        No MI                                    100216000000000000                  0
     16847934                       2/1/2007               852.45                            131992                             80        No MI                                    100022000000000000                  0
     16847752                       2/1/2007               698.25                            106400                             80        No MI                                    100206000000000000                  0
     16847816                       2/1/2007              3402.83                          437241.7                             70        No MI                                    100295000000000000                  0
     16848018                       2/1/2007                 1750                            300000                             80        No MI                                    100071000000000000                  0
     16845885                       2/1/2007               640.81                          98714.94                             80        No MI                                    100107000000000000                  0
     16845909                       2/1/2007               916.26                         135891.24                             80        No MI                                    100071000000000000                  0
     16845923                       2/1/2007              1833.19                          271882.4                    76.65000153        No MI                                    100260000000000000                  0
     16845932                       2/1/2007                739.4                         113901.85                             80        No MI                                    100107000000000000                  0
     16845940                       2/1/2007              2199.22                         369843.49                    61.66999817        No MI                                    100221000000000000                  0
     16845948                       2/1/2007               670.69                          95848.81                             80        No MI                                    100252000000000000                  0
     16845985                       2/1/2007              1559.67                         249768.46                    47.70999908        No MI                                    100311000000000000                  0
     16846005                       2/1/2007              1191.61                            175992                             80        No MI                                    100056000000000000                  0
     16846081                       2/1/2007               880.96                         121416.38                    79.97000122        No MI                                    100177000000000000                  0
     16846320                       2/1/2007              1593.75                            300000                             80        No MI                                    100194000000000000                  0
     16847483                       2/1/2007              3649.64                         584458.17                    60.31000137        No MI                                    100062000000000000                  0
     16847492                       2/1/2007              3438.78                         479661.22                             80        No MI                                    100420000000000000                  0
     16846111                       2/1/2007              1719.08                         251803.42                             80        No MI                                    100022000000000000                  0
     16846196                       2/1/2007              1227.78                         196617.72                             80        No MI                                    100071000000000000                  0
     16846230                       2/1/2007              2519.97                         360132.53                    79.91000366        No MI                                    100054000000000000                  0
     16846233                       2/1/2007               697.96                          97356.24                             75        No MI                                    100436000000000000                  0
     16846237                       2/1/2007               887.12                         120818.88                    79.98000336        No MI                                    100054000000000000                  0
     16845639                       2/1/2007              1485.36                         234787.56                    42.72999954        No MI                                    100096000000000000                  0
     16845698                       2/1/2007              2850.13                            463750                    79.95999908        No MI                                    100071000000000000                  0
     16845719                       2/1/2007               871.09                          132488.6                             78        No MI                                    100125000000000000                  0
     16845762                       2/1/2007               2401.3                         389629.95                    55.70999908        No MI                                    100074000000000000                  0
     16845569                       2/1/2007               491.05                          74687.21                             65        No MI                                    100366000000000000                  0
     16845582                       2/1/2007               276.27                          39969.56                    72.73000336        No MI                                    100116000000000000                  0
     16845587                       2/1/2007               585.86                          80744.39                             80        No MI                                    100022000000000000                  0
     16845597                       2/1/2007              1874.08                         296231.96                             80        No MI                                    100031000000000000                  0
     16844664                       2/1/2007               960.74                         151862.59                             80        No MI                                    100075000000000000                  0
     16844599                       2/1/2007               850.24                         121288.17                             95        PMI                                      100260000000000000                  0
     16844654                       2/1/2007              1193.42                         183841.58                    78.30000305        No MI                                    100068000000000000                  0
     16844331                       2/1/2007               1037.3                         191501.73                             80        No MI                                    100071000000000000                  0
     16844387                       2/1/2007              1063.33                            176000                             80        No MI                                    100137000000000000                  0
     16844443                       2/1/2007              1109.82                         156686.51                             80        No MI                                    100017000000000000                  0
     16840054                       1/1/2007                 2750                            480000                    59.04000092        No MI                                    100391000000000000                  0
     16840056                       1/1/2007              5076.04                            886000                    61.09999847        No MI                                    100391000000000000                  0
     16840061                       1/1/2007              4138.65                         628938.42                             72        No MI                                    100391000000000000                  0
     16840120                       2/1/2007               1642.5                            292000                    57.02999878        No MI                                    100072000000000000                  0
     16840156                       2/1/2007               594.56                          81943.57                             80        No MI                                    100194000000000000                  0
     16840230                      11/1/2006              1274.03                         179473.89                             80        No MI                                    100246000000000000                  0
     16840234                       2/1/2007               409.39                          58506.55                    66.52999878        No MI                                    100099000000000000                  0
     16840015                       2/1/2007               840.45                         136370.49                             75        No MI                                    100032000000000000                  0
     16840021                       2/1/2007               687.09                          98193.07                    73.33000183        No MI                                    100052000000000000                  0
     16839832                       2/1/2007               786.77                            123820                             80        No MI                                    100229000000000000                  0
     16839836                       2/1/2007               970.92                            152800                             80        No MI                                    100078000000000000                  0
     16839850                       2/1/2007               909.93                         143829.85                             80        No MI                                    100177000000000000                  0
     16839888                       2/1/2007              1794.58                            292000                             80        No MI                                    100212000000000000                  0
     16839914                       2/1/2007              2328.56                         349713.11                    75.26999664        No MI                                    100247000000000000                  0
     16839926                       2/1/2007               366.07                          51682.57                             80        No MI                                    100032000000000000                  0
     16839956                       2/1/2007              1203.97                            195900                    79.98999786        No MI                                    100230000000000000                  0
     16839733                       2/1/2007              2496.33                         379680.75                             80        No MI                                    100234000000000000                  0
     16839739                       2/1/2007               957.56                         130272.15                             90        Triad Guaranty                           100134000000000000                  0
     16839753                       2/1/2007               642.68                          90734.28                             80        No MI                                    100032000000000000                  0
     16839762                       2/1/2007                  950                         150164.13                             80        No MI                                    100068000000000000                  0
     16839781                       2/1/2007               1396.5                            235200                             80        No MI                                    100204000000000000                  0
     16839210                       2/1/2007              1744.51                         275750.49                    56.90999985        No MI                                    100166000000000000                  0
     16839236                       2/1/2007              1210.92                            211360                             80        No MI                                    100189000000000000                  0
     16839006                       2/1/2007              1913.33                            328000                    74.55000305        No MI                                    100080000000000000                  0
     16839056                       2/1/2007              1592.69                         211864.81                             80        No MI                                    100031000000000000                  0
     16839115                       2/1/2007              2207.86                         394808.29                    74.80999756        No MI                                    100213000000000000                  0
     16839160                       2/1/2007               915.67                            137350                    79.98999786        No MI                                    100136000000000000                  0
     16838883                       2/1/2007              1209.64                            168298                             80        No MI                                    100031000000000000                  0
     16838905                       2/1/2007              2155.55                         351861.12                    78.22000122        No MI                                    100074000000000000                  0
     16838605                       2/1/2007              1061.11                         157374.05                    79.98000336        No MI                                    100209000000000000                  0
     16838608                       2/1/2007               849.97                         109215.48                             80        No MI                                    100252000000000000                  0
     16838646                       2/1/2007               467.73                           73933.1                             80        No MI                                    100178000000000000                  0
     16838672                       2/1/2007               720.68                          104264.6                    79.65000153        No MI                                    100076000000000000                  0
     16838681                       2/1/2007               883.51                         127822.66                             80        No MI                                    100022000000000000                  0
     16838751                       1/1/2007                821.5                            127200                             80        No MI                                    100099000000000000                  0
     16838760                       2/1/2007               570.31                             91250                    74.48999786        No MI                                    100130000000000000                  0
     16838821                       2/1/2007               868.76                         114228.96                             90        PMI                                      100047000000000000                  0
     16835733                       2/1/2007              1156.19                         175852.14                             80        No MI                                    100256000000000000                  0
     16835780                       2/1/2007              1582.58                         243789.92                             80        No MI                                    100074000000000000                  0
     16835845                       2/1/2007              2347.93                         361688.32                             80        No MI                                    100087000000000000                  0
     16835284                       2/1/2007              1612.55                         222246.95                             80        No MI                                    100071000000000000                  0
     16835293                       2/1/2007               544.83                          75996.32                    89.47000122        Mortgage Guaranty In                     100015000000000000                  0
     16835308                       3/1/2007              1245.17                            197000                    67.93000031        No MI                                    100015000000000000                  0
     16835323                       2/1/2007              1627.97                         277946.23                             80        No MI                                    100063000000000000                  0
     16835375                       3/1/2007              3108.04                            450000                    67.16000366        No MI                                    100315000000000000                  0
     16835388                       2/1/2007              1185.74                         175859.26                             80        No MI                                    100125000000000000                  0
     16835415                       3/1/2007              2559.88                            405000                             54        No MI                                    100015000000000000                  0
     16835472                       2/1/2007               877.71                          144311.6                             80        No MI                                    100057000000000000                  0
     16835486                       2/1/2007               652.69                          94428.09                    79.41000366        No MI                                    100068000000000000                  0
     16835487                       2/1/2007               665.92                         103874.17                             80        No MI                                    100068000000000000                  0
     16835488                       2/1/2007               980.83                            171200                             80        No MI                                    100068000000000000                  0
     16835530                       2/1/2007                649.1                          93908.49                    78.98000336        No MI                                    100252000000000000                  0
     16835549                       2/1/2007               2624.5                            434400                    78.98000336        No MI                                    100091000000000000                  0
     16835562                       2/1/2007               779.08                         112714.17                             80        No MI                                    100075000000000000                  0
     16835582                       2/1/2007              1021.54                          157364.4                             75        No MI                                    100146000000000000                  0
     16835632                       2/1/2007              2016.25                         315088.08                             80        No MI                                    100297000000000000                  0
     16835647                       1/1/2007               638.69                          95842.16                             64        No MI                                    100185000000000000                  0
     16835177                       2/1/2007               819.85                         124695.15                             80        No MI                                    100307000000000000                  0
     16835195                       2/1/2007               308.88                          42570.68                             80        No MI                                    100307000000000000                  0
     16835271                       2/1/2007                 6075                           1080000                             60        No MI                                    100189000000000000                  0
     16833101                       2/1/2007               768.53                          99889.45                    79.95999908        No MI                                    100204000000000000                  0
     16833207                       2/1/2007              1547.06                         223821.56                             80        No MI                                    100057000000000000                  0
     16833215                       2/1/2007              2064.64                         284554.03                    82.23000336        United Guaranty                          100429000000000000                  0
     16832973                       2/1/2007               943.02                         149061.13                             80        No MI                                    100052000000000000                  0
     16832980                       1/1/2007              1457.32                         210677.91                    79.62000275        No MI                                    100291000000000000                  0
     16833015                       2/1/2007               888.88                         127030.65                             75        No MI                                                                        0
     16826983                       2/1/2007               481.06                          68748.94                             80        No MI                                    100177000000000000                  0
     16826985                       2/1/2007              2778.75                            494000                             95        Mortgage Guaranty In                     100022000000000000                  0
     16827005                       2/1/2007              2654.69                         419620.31                             80        No MI                                    100057000000000000                  0
     16832792                       2/1/2007              2497.69                         427553.14                             80        No MI                                    100063000000000000                  0
     16832821                       2/1/2007              1127.52                          159184.7                             90        Mortgage Guaranty In                     100015000000000000                  0
     16832827                       2/1/2007              1416.25                            247200                    80.77999878        PMI                                      100188000000000000                  0
     16833074                       2/1/2007               741.92                            122800                    74.98999786        No MI                                    100078000000000000                  0
     16833086                       2/1/2007               542.33                          79437.98                             75        No MI                                    100031000000000000                  0
     16832909                       2/1/2007              4140.62                         749999.99                    34.09000015        No MI                                    100022000000000000                  0
     16832919                       1/1/2007              1406.25                            225000                             90        GE Capital MI                            100146000000000000                  0
     16826602                       1/1/2007               390.87                          59399.75                             70        No MI                                    100099000000000000                  0
     16826698                       2/1/2007               530.55                           68958.2                             75        No MI                                    100307000000000000                  0
     16824428                       2/1/2007               618.84                          89531.82                             80        No MI                                    100015000000000000                  0
     16826552                       2/1/2007               2137.5                            360000                             80        No MI                                    100418000000000000                  0
     16710653                       2/1/2007               794.28                         114912.49                    58.97000122        No MI                                    100386000000000000                  0
     16824294                       2/1/2007              2081.58                         344859.05                    70.41000366        No MI                                    100147000000000000                  0
     16824339                       2/1/2007              1461.44                         235110.36                             80        No MI                                    100057000000000000                  0
     16819388                       2/1/2007               435.56                          55966.94                             80        No MI                                    100032000000000000                  0
     16819391                       2/1/2007               1287.5                            206000                             80        No MI                                    100197000000000000                  0
     16823690                       2/1/2007               733.33                            128000                    62.43999863        No MI                                    100218000000000000                  0
     16823746                       2/1/2007              1769.79                         279746.88                             80        No MI                                    100183000000000000                  0
     16823779                       2/1/2007              1313.86                         199831.97                    84.38999939        No MI                                    100259000000000000                  0
     16823797                       2/1/2007              1842.26                         287897.74                             80        No MI                                    100183000000000000                  0
     16823817                       2/1/2007                 1935                            344000                             80        No MI                                    100071000000000000                  0
     16819455                       2/1/2007               1377.5                            228000                             80        No MI                                    100032000000000000                  0
     16819456                       2/1/2007                687.5                            100000                             80        No MI                                    100031000000000000                  0
     16823835                       2/1/2007               700.01                          98828.42                    79.76000214        No MI                                    100061000000000000                  0
     16819517                       2/1/2007               2432.5                            417000                    79.43000031        No MI                                    100204000000000000                  0
     16819550                       2/1/2007               595.73                          85136.77                             80        No MI                                    100078000000000000                  0
     16823952                       2/1/2007              1307.78                            212792                             80        No MI                                    100152000000000000                  0
     16819561                       2/1/2007               3467.5                            584000                             80        No MI                                    100122000000000000                  0
     16819576                       2/1/2007              1696.93                         271748.07                             80        No MI                                    100239000000000000                  0
     16819624                       1/1/2007               766.29                         110778.64                             80        No MI                                    100307000000000000                  0
     16819657                       2/1/2007              1392.84                         199052.16                             80        No MI                                    100071000000000000                  0
     16824053                       2/1/2007               840.65                         132879.77                    79.98000336        No MI                                    100075000000000000                  0
     16819736                       2/1/2007              2511.21                         367829.83                             80        No MI                                    100057000000000000                  0
     16824164                       2/1/2007              5688.61                         899186.39                    64.29000092        No MI                                    100022000000000000                  0
     16824169                       2/1/2007               985.39                         149873.98                             75        No MI                                    100216000000000000                  0
     16824177                       2/1/2007              1399.84                            216750                             85        Radian Guaranty                          100086000000000000                  0
     16824181                       2/1/2007               933.13                         130158.07                    79.98000336        No MI                                    100279000000000000                  0
     16824185                       1/1/2007              1063.33                            176000                             80        No MI                                    100146000000000000                  0
     16819856                       2/1/2007                447.5                           63952.5                             80        No MI                                    100260000000000000                  0
     16823638                       2/1/2007               2916.2                            499920                             80        No MI                                    100218000000000000                  0
     16676897                      12/1/2006              1302.49                            198475                    77.83999634        No MI                                    100032000000000000                  0
     16780380                       1/1/2007              1790.14                         217373.51                             80        No MI                                    100353000000000000                  0
     16780383                      12/1/2006              1791.08                         279699.96                             80        No MI                                    100353000000000000                  0
     16780392                       1/1/2007               710.68                          99059.52                             80        No MI                                    100353000000000000                  0
     16819266                       1/1/2007              1302.38                         200453.27                             80        No MI                                    100074000000000000                  0
     16819273                       2/1/2007              1976.39                         332865.81                             80        No MI                                    100234000000000000                  0
     16819291                       1/1/2007              1147.21                         165846.45                    54.09999847        No MI                                    100031000000000000                  0
     16819313                       2/1/2007               958.04                         143635.41                             80        No MI                                    100183000000000000                  0
     16814126                       1/1/2007              1212.69                         179711.27                             80        No MI                                    100219000000000000                  0
     16814131                       1/1/2007               503.43                          71892.81                             80        No MI                                    100307000000000000                  0
     16814169                       2/1/2007              1735.17                            287200                             80        No MI                                    100134000000000000                  0
     16813662                       2/1/2007               532.24                          79934.43                             80        No MI                                    100204000000000000                  0
     16813687                       2/1/2007              1286.77                            224600                    67.04000092        No MI                                    100171000000000000                  0
     16813723                       1/1/2007              1076.56                            195000                             65        No MI                                    100096000000000000                  0
     16814188                       2/1/2007               762.51                         110315.99                             80        No MI                                    100404000000000000                  0
     16814215                       2/1/2007                437.8                           57564.2                             80        No MI                                    100099000000000000                  0
     16813735                       2/1/2007              1088.75                            156000                             80        No MI                                    100218000000000000                  0
     16813751                       2/1/2007                637.5                            120000                             32        No MI                                    100072000000000000                  0
     16813766                       2/1/2007                812.5                            150000                    54.54999924        No MI                                    100194000000000000                  0
     16814337                       2/1/2007              1773.33                            304000                             80        No MI                                    100096000000000000                  0
     16813781                       2/1/2007              1154.97                          173457.7                             80        No MI                                    100113000000000000                  0
     16819083                       2/1/2007              1214.67                         154311.16                             80        No MI                                    100031000000000000                  0
     16819121                       2/1/2007               620.22                           81548.5                             80        No MI                                                                        0
     16813966                       2/1/2007                 2015                            312000                             80        No MI                                    100234000000000000                  0
     16813994                      11/1/2006               817.93                         119522.46                    79.98999786        No MI                                    100095000000000000                  0
     16814003                       2/1/2007              3019.84                            527100                             70        No MI                                    100432000000000000                  0
     16814059                       2/1/2007              1614.84                            292500                    74.05000305        No MI                                    100086000000000000                  0
     16814062                       1/1/2007               680.49                           88392.4                             75        No MI                                    100307000000000000                  0
     16814067                       2/1/2007               515.97                             86900                    77.58999634        No MI                                    100081000000000000                  0
     16814077                       2/1/2007               896.44                         139876.48                    60.86999893        No MI                                    100203000000000000                  0
     16814088                       1/1/2007               864.57                         111025.27                             80        No MI                                    100307000000000000                  0
     16814104                       2/1/2007               679.11                         100719.39                             80        No MI                                    100052000000000000                  0
     16819218                      12/1/2006               338.54                             65000                    25.48999977        No MI                                    100092000000000000                  0
     16819220                       2/1/2007              3223.55                         509538.95                    36.43000031        No MI                                    100207000000000000                  0
     16697511                       1/1/2007              1003.38                         154432.87                             70        No MI                                    100107000000000000                  0
     16680550                      12/1/2006                  360                             54000                             80        No MI                                    100030000000000000                  0
     16680551                      12/1/2006               706.15                         102005.16                    79.26000214        No MI                                    100031000000000000                  0
     16695631                      12/1/2006              2275.54                         464791.98                             80        No MI                                    100020000000000000                  0
     16970821                       2/1/2007               541.97                          82430.69                             75        No MI                                    100068000000000000                  0
     16970825                       2/1/2007              1258.21                         196326.63                    71.72000122        No MI                                    100068000000000000                  0
     16970895                       2/1/2007              2389.06                            417000                    79.43000031        No MI                                    100194000000000000                  0
     16974033                       2/1/2007               842.22                         134874.97                             45        No MI                                    100195000000000000                  0
     16970640                       3/1/2007               843.18                            130000                             65        No MI                                    100066000000000000                  0
     16970667                       2/1/2007               784.13                            147600                             80        No MI                                    100072000000000000                  0
     16823215                      12/1/2006              5386.61                         828342.77                             55        No MI                                    100116000000000000                  0
     16823222                      12/1/2006              1182.47                         179532.84                             80        No MI                                    100116000000000000                  0
     16823227                       1/1/2007               1061.6                         161327.69                             80        No MI                                    100116000000000000                  0
     16567451                      10/1/2006               846.19                         112270.91                             90        GE Capital MI                            100057000000000000                  0
     16823228                      12/1/2006              1264.77                         194481.43                    78.62999725        No MI                                    100116000000000000                  0
     16823229                       1/1/2007               870.25                         125807.64                    89.48999786        Radian Guaranty                          100116000000000000                  0
     16823230                       1/1/2007              1089.64                         167709.89                             80        No MI                                    100116000000000000                  0
     16823239                      12/1/2006               421.63                           60164.9                             67        No MI                                    100116000000000000                  0
     16823240                      12/1/2006               367.09                          52382.38                             70        No MI                                    100116000000000000                  0
     16823247                       1/1/2007               640.31                          99799.92                             80        No MI                                    100116000000000000                  0
     16823248                      12/1/2006               949.84                         130727.75                    90.33999634        PMI                                      100116000000000000                  0
     16808055                       1/1/2007              1527.08                         218074.81                             80        No MI                                    100136000000000000                  0
     16808056                       1/1/2007               594.33                          84873.43                    77.26999664        No MI                                    100136000000000000                  0
     16808057                       1/1/2007              1708.71                         282967.93                             80        No MI                                    100136000000000000                  0
     16808058                       1/1/2007                 2240                            384000                             80        No MI                                    100136000000000000                  0
     16808062                       1/1/2007              2345.75                         375301.64                             80        No MI                                    100136000000000000                  0
     16808068                       1/1/2007              2065.43                         318094.67                             80        No MI                                    100136000000000000                  0
     16808069                       1/1/2007               601.44                          86450.28                    77.58000183        No MI                                    100136000000000000                  0
     16808079                      12/1/2006              1494.17                            260800                             80        No MI                                    100136000000000000                  0
     16808080                       1/1/2007              1811.55                         282998.28                             80        No MI                                    100136000000000000                  0
     16808081                       1/1/2007              2281.33                            371200                             80        No MI                                    100136000000000000                  0
     16808086                      10/1/2006              1496.74                         261249.99                    79.98999786        No MI                                    100060000000000000                  0
     16808088                      10/1/2006              1903.12                            315000                    76.83000183        No MI                                    100072000000000000                  0
     16808091                      11/1/2006               490.83                          71723.43                    74.19000244        No MI                                    100060000000000000                  0
     16808097                      11/1/2006              1384.38                            221500                             80        No MI                                    100060000000000000                  0
     16808106                      11/1/2006              2041.07                         298257.87                             80        No MI                                    100050000000000000                  0
     16808107                      11/1/2006              2238.64                         343951.26                    79.98999786        No MI                                    100060000000000000                  0
     16808110                      12/1/2006               979.95                         139836.01                    79.97000122        No MI                                    100060000000000000                  0
     16808111                      12/1/2006              2680.27                         406965.79                             80        No MI                                    100321000000000000                  0
     16808112                      12/1/2006               658.32                          98705.25                    79.80000305        No MI                                    100060000000000000                  0
     16808115                      11/1/2006              1265.73                            209500                    79.51000214        No MI                                    100108000000000000                  0
     16808117                      12/1/2006              1872.92                            290000                    89.77999878        Republic MIC                             100208000000000000                  0
     16808119                      12/1/2006              2290.64                         339179.46                             80        No MI                                    100050000000000000                  0
     16808120                      12/1/2006              1474.17                            244000                             80        No MI                                    100072000000000000                  0
     16807411                       1/1/2007              1828.23                          267580.6                             80        No MI                                    100136000000000000                  0
     16807414                      12/1/2006               1067.5                            160125                    62.31000137        No MI                                    100136000000000000                  0
     16807418                      11/1/2006               931.35                         132800.32                             90        PMI                                      100136000000000000                  0
     16807422                       1/1/2007              1293.75                            230000                    30.67000008        No MI                                    100136000000000000                  0
     16807423                       1/1/2007              2918.69                         449222.93                          56.25        No MI                                    100136000000000000                  0
     16807428                      12/1/2006              1428.28                            249300                             90        Radian Guaranty                          100136000000000000                  0
     16807431                       9/1/2006              3099.88                          452250.7                             90        Triad Guaranty                           100020000000000000                  0
     16807433                       8/1/2006              3473.44                         617499.99                             65        No MI                                    100212000000000000                  0
     16807443                      11/1/2006              1962.53                            342550                             80        No MI                                    100060000000000000                  0
     16807449                      12/1/2006              1937.38                         283331.31                    78.88999939        No MI                                    100175000000000000                  0
     16807451                      12/1/2006              1656.25                            300000                    37.04000092        No MI                                     10007300000000000                  0
     16807466                      12/1/2006                 2170                            372000                             80        No MI                                    100072000000000000                  0
     16808043                       1/1/2007              1431.96                         217455.62                             80        No MI                                    100136000000000000                  0
     16808044                      10/1/2006               939.74                         133894.99                             80        No MI                                    100136000000000000                  0
     16808046                       1/1/2007                  770                            132000                             80        No MI                                    100136000000000000                  0
     16808048                      12/1/2006              1467.75                            247200                             80        No MI                                    100136000000000000                  0
     16808049                       1/1/2007              1310.83                         184931.06                    79.97000122        No MI                                    100136000000000000                  0
     16808050                       1/1/2007              4720.66                         690917.08                             80        No MI                                    100136000000000000                  0
     16808052                       1/1/2007                 2173                            347680                             80        No MI                                    100136000000000000                  0
     16807383                       1/1/2007               851.38                         129381.62                             90        Radian Guaranty                          100136000000000000                  0
     16807388                       1/1/2007              2018.75                            323000                             95        PMI                                      100136000000000000                  0
     16807389                       1/1/2007               354.74                             53909                             90        PMI                                      100136000000000000                  0
     16807390                       1/1/2007              2228.94                         374681.85                    71.43000031        No MI                                    100136000000000000                  0
     16807391                       1/1/2007               630.65                          95826.01                             80        No MI                                    100136000000000000                  0
     16807393                       1/1/2007                 2278                         341837.03                             80        No MI                                    100136000000000000                  0
     16807398                       7/1/2006              2020.64                          290740.3                             80        No MI                                    100136000000000000                  0
     16807408                       1/1/2007               918.01                         139407.45                    89.41999817        Republic MIC                             100136000000000000                  0
     16780387                       1/1/2007               496.48                          62329.78                    76.09999847        No MI                                    100353000000000000                  0
     16780389                       1/1/2007              2228.14                         306875.65                             70        No MI                                    100353000000000000                  0
     16780391                       1/1/2007              1616.66                         263791.08                             80        No MI                                    100353000000000000                  0
     16780394                       1/1/2007                 3120                            468000                             75        No MI                                    100353000000000000                  0
     16780395                       1/1/2007               1360.9                         167937.96                             80        No MI                                    100353000000000000                  0
     16780397                       1/1/2007              2823.13                         389948.01                             80        No MI                                    100353000000000000                  0
     16780398                       1/1/2007              2511.64                         345921.65                             80        No MI                                    100353000000000000                  0
     16780399                       1/1/2007               644.47                          80908.85                             75        No MI                                    100353000000000000                  0
     16780379                       1/1/2007              2441.25                            372000                             80        No MI                                    100353000000000000                  0
     16780381                       1/1/2007               839.01                          123923.4                             80        No MI                                    100353000000000000                  0
     16780382                       1/1/2007              1852.42                         255868.04                             80        No MI                                    100353000000000000                  0
     16780384                      12/1/2006              1234.18                         159896.69                             80        No MI                                    100353000000000000                  0
     16780386                       1/1/2007              2513.77                         351811.82                             80        No MI                                    100353000000000000                  0
     16852560                       2/1/2007              1046.98                         161282.62                             80        No MI                                    100386000000000000                  0
     16843967                       2/1/2007                747.6                         107874.63                             75        No MI                                    100386000000000000                  0
     16838388                       2/1/2007               771.83                         118897.54                    88.80999756        Radian Guaranty                          100386000000000000                  0
     16845400                       2/1/2007              1830.83                            338000                             65        No MI                                    100386000000000000                  0
     16838397                       2/1/2007               451.86                          62276.98                             80        No MI                                    100386000000000000                  0
     16838398                       2/1/2007              1568.25                         244703.91                             80        No MI                                    100386000000000000                  0
     16847269                       2/1/2007               459.64                          66499.36                    68.98999786        No MI                                    100386000000000000                  0
     16825962                       2/1/2007               435.42                             76000                             80        No MI                                    100386000000000000                  0
     16826050                       2/1/2007               1548.2                         231925.97                             80        No MI                                    100386000000000000                  0
     16818707                       2/1/2007              1397.54                         197307.09                    79.98000336        No MI                                    100022000000000000                  0
     16826118                       2/1/2007              2864.58                            500000                    72.45999908        No MI                                    100386000000000000                  0
     16826134                       2/1/2007              1773.66                         259797.17                             80        No MI                                    100386000000000000                  0
     16818941                       2/1/2007               509.61                          71947.88                             80        No MI                                    100386000000000000                  0
     16832566                       2/1/2007              2000.25                            304800                             80        No MI                                    100386000000000000                  0
     16832596                       2/1/2007               1581.2                         209578.17                    34.70999908        No MI                                    100386000000000000                  0
     16834988                       2/1/2007              1116.47                            150960                             80        No MI                                    100386000000000000                  0
     16808308                       2/1/2007               861.02                         118668.28                             95        PMI                                      100386000000000000                  0
     16797945                       2/1/2007              1679.87                         258777.01                          64.75        No MI                                    100386000000000000                  0
     16797992                       2/1/2007              1254.76                          188345.4                    79.98000336        No MI                                    100386000000000000                  0
     16797946                       2/1/2007              1094.51                         168604.71                             75        No MI                                    100386000000000000                  0
     16798024                       2/1/2007              1185.74                         175859.25                             80        No MI                                    100386000000000000                  0
     16799233                       2/1/2007              1716.63                         316835.34                    78.86000061        No MI                                    100386000000000000                  0
     16799229                       2/1/2007              2036.48                         309739.56                    74.69999695        No MI                                    100386000000000000                  0
     16801218                       2/1/2007              2756.13                         456613.36                             80        No MI                                    100386000000000000                  0
     16801318                       2/1/2007              1248.24                            221910                             75        No MI                                    100386000000000000                  0
     16808398                       2/1/2007               429.16                          63649.06                             70        No MI                                    100386000000000000                  0
     16808253                       2/1/2007               1415.1                         212525.65                    78.77999878        No MI                                    100386000000000000                  0
     16803122                       2/1/2007              1133.84                            172776                             80        No MI                                    100386000000000000                  0
     16803162                       2/1/2007              2816.67                            520000                             80        No MI                                    100386000000000000                  0
     16803219                       2/1/2007              1157.81                            195000                             65        No MI                                    100386000000000000                  0
     16806470                       2/1/2007               597.33                          69492.56                             90        PMI                                      100386000000000000                  0
     16812462                       2/1/2007              2151.56                            382500                    63.22000122        No MI                                    100386000000000000                  0
     16806548                       2/1/2007              1544.59                         255895.41                             80        No MI                                    100386000000000000                  0
     16812503                       2/1/2007               727.96                         112153.54                             80        No MI                                    100386000000000000                  0
     16780479                       2/1/2007              1050.11                         163855.31                             80        No MI                                    100386000000000000                  0
     16780481                       2/1/2007              2138.75                            348000                    77.33000183        No MI                                    100386000000000000                  0
     16785199                       2/1/2007              5369.97                         767430.03                             80        No MI                                    100386000000000000                  0
     16785212                       2/1/2007              1656.84                         282876.07                    37.99000168        No MI                                    100386000000000000                  0
     16785239                       2/1/2007              1942.68                         289912.11                             80        No MI                                    100386000000000000                  0
     16785107                       2/1/2007              5923.86                         900992.42                    76.73999786        No MI                                    100386000000000000                  0
     16787107                       2/1/2007              1254.57                            187940                             80        No MI                                    100386000000000000                  0
     16778108                       2/1/2007               447.51                          65548.82                             80        No MI                                    100386000000000000                  0
     16778112                       2/1/2007               1372.5                            216000                             80        No MI                                    100386000000000000                  0
     16787131                       2/1/2007               816.71                         113919.54                             95        PMI                                      100386000000000000                  0
     16787167                       2/1/2007               1061.6                         161464.23                             80        No MI                                    100386000000000000                  0
     16787223                       2/1/2007               466.15                          72735.77                             80        No MI                                    100386000000000000                  0
     16787234                       2/1/2007              1592.17                         259896.58                             80        No MI                                    100386000000000000                  0
     16790161                       2/1/2007              1572.57                         256698.68                             80        No MI                                    100386000000000000                  0
     16790213                       2/1/2007              1015.46                         133516.96                             80        No MI                                    100386000000000000                  0
     16790253                       2/1/2007              1745.42                            284000                             80        No MI                                    100386000000000000                  0
     16790140                       2/1/2007                499.1                           79925.9                    21.04999924        No MI                                                                        0
     16797980                       2/1/2007              1273.88                         158233.52                             80        No MI                                    100386000000000000                  0
     16767343                       2/1/2007               436.31                          62353.69                             80        No MI                                    100386000000000000                  0
     16731260                       2/1/2007              2148.86                         314753.37                            100        PMI                                      100386000000000000                  0
     16767348                       2/1/2007               753.43                         119092.24                             80        No MI                                    100386000000000000                  0
     16772884                       2/1/2007               678.21                          96924.01                    99.48000336        PMI                                      100386000000000000                  0
     16773038                       2/1/2007              1954.17                            280000                            100        PMI                                      100386000000000000                  0
     16731227                       2/1/2007              1143.47                         145266.37                             95        PMI                                      100386000000000000                  0
     16773247                       2/1/2007              1050.73                         161860.52                    75.34999847        No MI                                    100386000000000000                  0
     16764949                       2/1/2007              2838.61                         454578.58                    72.22000122        No MI                                    100386000000000000                  0
     16764850                       2/1/2007              2153.58                         307771.42                             70        No MI                                    100386000000000000                  0
     16764976                       2/1/2007               1625.9                         247292.07                             75        No MI                                    100386000000000000                  0
     16764977                       2/1/2007              1179.77                         144922.83                    79.66999817        No MI                                    100386000000000000                  0
     16765019                       2/1/2007                 3025                            484000                             80        No MI                                    100386000000000000                  0
     16765028                       2/1/2007              2410.86                         332271.17                             95        PMI                                      100386000000000000                  0
     16775709                       2/1/2007                 1051                         155875.25                             80        No MI                                    100386000000000000                  0
     16775710                       2/1/2007              1039.07                         137722.79                    58.72000122        No MI                                    100386000000000000                  0
     16775796                       2/1/2007              1154.29                         175462.38                             70        No MI                                    100386000000000000                  0
     16767339                       2/1/2007              3081.25                            510000                             75        No MI                                    100386000000000000                  0
     16776375                       2/1/2007              1246.67                            169786                            100        PMI                                      100386000000000000                  0
     16776293                       2/1/2007              1334.84                         227900.16                             95        Republic MIC                             100386000000000000                  0
     16722841                       2/1/2007               692.92                         102767.75                    74.52999878        No MI                                    100386000000000000                  0
     16716212                       2/1/2007                648.6                           99913.9                             80        No MI                                    100386000000000000                  0
     16717904                       2/1/2007              2705.96                         386712.79                             90        PMI                                                                          0
     16717939                       2/1/2007              1673.38                         257777.87                           64.5        No MI                                    100386000000000000                  0
     16727978                       2/1/2007              1032.55                          153831.9                             80        No MI                                    100468000000000000                  0
     16717915                       1/1/2007               876.04                            118450                             80        No MI                                    100022000000000000                  0
     16730106                       2/1/2007               522.05                          71950.45                             80        No MI                                    100386000000000000                  0
     16730394                       2/1/2007               668.34                          83952.91                             80        No MI                                    100386000000000000                  0
     16730418                       1/1/2007               395.71                           50241.9                    79.20999908        No MI                                    100386000000000000                  0
     16696201                       1/1/2007              1167.67                         203811.65                             80        No MI                                    100102000000000000                  0
     16693894                      12/1/2006              1227.67                            203200                             80        No MI                                    100213000000000000                  0
     16695903                       1/1/2007               874.08                         114856.55                            100        PMI                                      100213000000000000                  0
     16697650                       1/1/2007              1129.92                         171710.17                             80        No MI                                    100030000000000000                  0
     16697670                       2/1/2007               818.61                         119906.39                             80        No MI                                    100030000000000000                  0
     16693398                       1/1/2007              2663.22                         389789.06                             80        No MI                                    100230000000000000                  0
     16693653                      12/1/2006              4521.54                         686540.31                    69.98999786        No MI                                    100057000000000000                  0
     16693710                       1/1/2007               999.81                            159969                             80        No MI                                    100057000000000000                  0
     16693714                       1/1/2007              2402.09                         347257.09                             80        No MI                                    100057000000000000                  0
     16693759                       1/1/2007              1257.05                         191029.56                             80        No MI                                    100057000000000000                  0
     16688248                      12/1/2006               834.06                            133450                             85        PMI                                      100031000000000000                  0
     16688297                       2/1/2007              1323.93                         184383.51                             80        No MI                                    100178000000000000                  0
     16681699                       1/1/2007              1229.16                         199998.99                             80        No MI                                    100091000000000000                  0
     16681730                       2/1/2007                10500                           1800000                             60        No MI                                    100074000000000000                  0
     16684460                       1/1/2007               368.57                          46795.89                    74.95999908        No MI                                    100031000000000000                  0
     16681290                       1/1/2007              1003.96                            158000                    74.52999878        No MI                                    100091000000000000                  0
     16968229                       2/1/2007               699.21                          99925.79                             80        No MI                                    100054000000000000                  0
     16968230                       2/1/2007              1805.36                         251822.14                             80        No MI                                    100054000000000000                  0
     16968231                       2/1/2007              1150.29                         149509.38                             80        No MI                                    100054000000000000                  0
     16968241                       2/1/2007               653.58                           84948.5                    73.91000366        No MI                                    100054000000000000                  0
     17003621                       2/1/2007              1557.02                         287375.65                    73.68000031        No MI                                    100063000000000000                  0
     16985001                       2/1/2007               852.75                            151600                             80        No MI                                    100047000000000000                  0
     16984792                       2/1/2007              1071.92                         178610.02                             80        No MI                                    100063000000000000                  0
     16982891                       2/1/2007                 1875                            360000                             75        No MI                                    100068000000000000                  0
     16982908                       2/1/2007              5228.03                         837223.85                    63.97000122        No MI                                    100068000000000000                  0
     16982888                       2/1/2007              1516.67                            280000                    73.87999725        No MI                                    100068000000000000                  0
     16978726                       2/1/2007               753.43                            150685                             80        No MI                                    100063000000000000                  0
     16979249                       2/1/2007               977.99                         146879.51                             70        No MI                                    100125000000000000                  0
     16980391                       2/1/2007               2358.1                         336999.71                             95        GE Capital MI                            100083000000000000                  0
     16980429                       2/1/2007               3079.9                         480575.62                             65        No MI                                    100083000000000000                  0
     16670408                       1/1/2007               409.31                           59906.1                             80        No MI                                    100252000000000000                  0
     16665789                      12/1/2006               544.45                          72652.51                    79.97000122        No MI                                    100238000000000000                  0
     16666906                      12/1/2006              1845.48                         257051.03                             80        No MI                                    100425000000000000                  0
     16973914                       2/1/2007              2228.28                         347692.97                    79.08999634        No MI                                    100185000000000000                  0
     16973933                       2/1/2007               603.73                          88430.96                    84.29000092        PMI                                      100074000000000000                  0
     16974039                       2/1/2007              1500.89                         206857.55                             90        PMI                                      100054000000000000                  0
     16970818                       2/1/2007              1137.19                         177443.31                    72.79000092        No MI                                    100068000000000000                  0
     16970823                       2/1/2007                805.5                          115114.5                             80        No MI                                    100068000000000000                  0
     16970630                       2/1/2007               762.04                         115902.54                             80        No MI                                                                        0
     16662630                      12/1/2006              1564.96                            283464                             80        No MI                                    100057000000000000                  0
     16970579                       2/1/2007               824.13                         131977.65                    79.98999786        No MI                                    100108000000000000                  0
     16659166                      11/1/2006                457.5                             72000                             80        No MI                                    100024000000000000                  0
     16965517                       2/1/2007               428.57                          60506.18                    79.98999786        No MI                                    100066000000000000                  0
     16965306                       2/1/2007              1673.44                            315000                    62.38000107        No MI                                    100256000000000000                  0
     16965384                       2/1/2007              1504.75                         231800.25                    63.56000137        No MI                                    100046000000000000                  0
     16963244                       2/1/2007               960.38                          138944.2                             90        PMI                                      100054000000000000                  0
     16963017                       2/1/2007                 1007                            182400                             80        No MI                                    100020000000000000                  0
     16963042                       2/1/2007               939.41                         142879.86                             65        No MI                                    100247000000000000                  0
     16859586                       1/1/2007              2146.11                         343361.09                             80        No MI                                    100094000000000000                  0
     16962952                       2/1/2007              1496.25                            256500                             95        Radian Guaranty                          100074000000000000                  0
     16962995                       2/1/2007              2356.93                         340990.34                             75        No MI                                    100158000000000000                  0
     16859249                       2/1/2007              1536.75                         239788.25                    55.04999924        No MI                                    100050000000000000                  0
     16859543                       2/1/2007               342.03                          44972.03                             75        No MI                                    100099000000000000                  0
     16857481                       3/1/2007               607.79                             88000                             80        No MI                                    100015000000000000                  0
     16857486                       2/1/2007               1101.5                         176396.48                             80        No MI                                    100068000000000000                  0
     16857489                       2/1/2007               986.09                         135906.41                             80        No MI                                    100068000000000000                  0
     16857500                       2/1/2007              1263.83                         207797.84                             65        No MI                                    100074000000000000                  0
     16857502                       2/1/2007              1011.31                         159855.36                    69.56999969        No MI                                    100074000000000000                  0
     16857530                       2/1/2007              3120.41                         474600.94                    65.97000122        No MI                                    100067000000000000                  0
     16857541                       2/1/2007              1040.42                            181600                             80        No MI                                    100074000000000000                  0
     16857542                       2/1/2007                 1950                            360000                    49.65999985        No MI                                    100074000000000000                  0
     16857546                       2/1/2007              1393.71                         220300.67                           31.5        No MI                                    100067000000000000                  0
     16857625                       2/1/2007              1025.57                            172728                             80        No MI                                    100177000000000000                  0
     16856979                       2/1/2007                589.4                           86332.6                             80        No MI                                    100247000000000000                  0
     16857377                       2/1/2007              2463.54                            430000                    77.76000214        No MI                                    100071000000000000                  0
     16656486                       2/1/2007               690.27                         101108.06                    79.98999786        No MI                                    100021000000000000                  0
     16856464                       2/1/2007               1457.4                         236475.41                    79.98999786        No MI                                    100204000000000000                  0
     16856501                       2/1/2007              1202.82                         192621.43                             80        No MI                                    100177000000000000                  0
     16856525                       2/1/2007              1087.16                         171844.51                             80        No MI                                    100216000000000000                  0
     16856530                       2/1/2007              3786.38                         503678.62                             80        No MI                                    100031000000000000                  0
     16856563                       2/1/2007              2531.67                            392000                             80        No MI                                    100074000000000000                  0
     16856567                       2/1/2007              1618.85                         245918.65                    79.34999847        No MI                                    100074000000000000                  0
     16853120                       2/1/2007               871.72                         134284.28                             80        No MI                                    100078000000000000                  0
     16853157                       2/1/2007              1916.98                            334600                             80        No MI                                    100074000000000000                  0
     16853179                       2/1/2007                 1160                            185600                             80        No MI                                    100074000000000000                  0
     16853352                       2/1/2007               814.59                         123895.83                             80        No MI                                    100307000000000000                  0
     16853365                       2/1/2007               530.94                          83924.06                             80        No MI                                    100307000000000000                  0
     16853385                       2/1/2007               292.73                          43963.94                             80        No MI                                    100307000000000000                  0
     16856423                       2/1/2007              1040.11                         143351.28                    71.73000336        No MI                                    100285000000000000                  0
     16852860                       2/1/2007              1593.75                            300000                    52.16999817        No MI                                    100072000000000000                  0
     16852915                       2/1/2007              5654.69                            987000                             70        No MI                                    100247000000000000                  0
     16852953                       2/1/2007              2532.29                            442000                             65        No MI                                    100074000000000000                  0
     16852976                       2/1/2007               1420.7                         231908.47                             80        No MI                                    100074000000000000                  0
     16853010                       2/1/2007              1550.56                         242313.94                             80        No MI                                    100234000000000000                  0
     16852716                       2/1/2007               872.64                         127820.21                             80        No MI                                    100437000000000000                  0
     16852717                       2/1/2007              1178.17                         183837.65                             80        No MI                                    100218000000000000                  0
     16852734                       2/1/2007              1080.58                         175333.48                    60.52000046        No MI                                    100022000000000000                  0
     16852789                       2/1/2007              1760.42                            338000                    56.33000183        No MI                                    100068000000000000                  0
     16852792                       2/1/2007               658.82                         106898.47                    89.16999817        PMI                                      100068000000000000                  0
     16852249                       2/1/2007              1604.48                         235016.52                             70        No MI                                    100125000000000000                  0
     16852251                       2/1/2007               968.57                         131911.43                             80        No MI                                    100029000000000000                  0
     16852134                       2/1/2007              1090.13                            193800                             85        PMI                                      100072000000000000                  0
     16852031                       2/1/2007                 1050                            180000                             80        No MI                                    100074000000000000                  0
     16852045                       2/1/2007               1174.5                            194400                             80        No MI                                    100074000000000000                  0
     16653729                       1/1/2007               845.25                            128800                             80        No MI                                    100218000000000000                  0
     16680563                      12/1/2006                  360                             54000                             80        No MI                                    100030000000000000                  0
     16680574                      12/1/2006                  360                             54000                             80        No MI                                    100030000000000000                  0
     16970824                       2/1/2007               424.13                          63697.74                             75        No MI                                    100513000000000000                  0
     16973937                       2/1/2007              1522.76                            224900                    84.87000275        No MI                                    100074000000000000                  0
     16980837                      12/1/2006              1236.21                          176403.9                             80        No MI                                    100279000000000000                  0
     16844660                       2/1/2007              1643.38                         259764.95                    68.41999817        No MI                                    100076000000000000                  0
     16846064                       2/1/2007               831.25                            140000                    82.34999847        PMI                                      100074000000000000                  0
     16846151                       2/1/2007               733.61                         102327.72                             80        No MI                                    100032000000000000                  0
     16846178                       2/1/2007               656.62                          90437.29                             80        No MI                                    100032000000000000                  0
     16848015                       2/1/2007              1478.75                            273000                             80        No MI                                    100238000000000000                  0
     16849167                       2/1/2007               902.78                         133892.85                             80        No MI                                    100185000000000000                  0
     16849433                       2/1/2007              1526.17                         257736.96                    79.98000336        No MI                                    100074000000000000                  0
     16851182                       1/1/2007              1321.52                         188718.58                    72.41000366        No MI                                    100039000000000000                  0
     16851236                      12/1/2006              2128.45                         323178.71                    79.80000305        No MI                                    100095000000000000                  0
     16852390                       2/1/2007              2334.95                         359690.05                    64.86000061        No MI                                    100147000000000000                  0
     16852791                       2/1/2007               843.53                         136870.01                    50.74000168        No MI                                    100068000000000000                  0
     16853037                       2/1/2007              1587.04                         206274.96                             80        No MI                                    100047000000000000                  0
     16853165                       2/1/2007              1823.28                         257413.55                             80        No MI                                    100074000000000000                  0
     16853269                       2/1/2007               328.47                          49958.99                    18.87000084        No MI                                    100185000000000000                  0
     16856506                       2/1/2007                 2340                            416000                             80        No MI                                    100072000000000000                  0
     16859304                       2/1/2007              1106.25                            180000                    78.26000214        No MI                                    100017000000000000                  0
     16859306                      12/1/2006              1121.53                         163353.36                    89.33999634        No MI                                    100029000000000000                  0
     16963093                       2/1/2007              3231.44                         519801.89                             80        No MI                                    100074000000000000                  0
     16963241                       2/1/2007               425.68                          62351.32                             80        No MI                                    100054000000000000                  0
     16845703                       2/1/2007                 2115                            376000                             80        No MI                                    100425000000000000                  0
     16968250                       2/1/2007                922.5                            164000                             80        No MI                                    100054000000000000                  0
     16968312                       2/1/2007               523.98                          89460.81                    77.83000183        No MI                                    100074000000000000                  0
     16968348                       1/1/2007              1490.63                            265000                    64.31999969        No MI                                    100031000000000000                  0
     16968521                       2/1/2007              1151.91                         177447.09                             80        No MI                                    100108000000000000                  0
     16814349                       2/1/2007              1116.25                            188000                             80        No MI                                    100177000000000000                  0
     16814351                       2/1/2007                  875                            168000                    74.66999817        No MI                                    100137000000000000                  0
     16819182                      12/1/2006               778.05                         127898.67                    78.52999878        No MI                                    100126000000000000                  0
     16819655                       1/1/2007              1195.61                         181693.32                    69.19999695        No MI                                    100047000000000000                  0
     16819678                       2/1/2007               665.63                             98721                             95        Republic MIC                             100107000000000000                  0
     16819698                       2/1/2007              1937.66                         251847.34                             80        No MI                                    100022000000000000                  0
     16819852                       2/1/2007               700.61                         100125.64                             80        No MI                                    100091000000000000                  0
     16823688                       2/1/2007               608.75                             91425                    79.56999969        No MI                                    100031000000000000                  0
     16824250                       2/1/2007              3530.29                         523580.96                             80        No MI                                    100114000000000000                  0
     16824273                       2/1/2007               774.69                            111000                             75        No MI                                    100099000000000000                  0
     16824320                       2/1/2007              1169.17                            184000                    55.16999817        No MI                                    100015000000000000                  0
     16824375                       2/1/2007              2052.97                         300709.23                             80        No MI                                    100057000000000000                  0
     16827091                       2/1/2007              1773.49                            293544                             80        No MI                                    100091000000000000                  0
     16832920                      12/1/2006              1260.46                         173478.74                             80        No MI                                    100152000000000000                  0
     16832931                       2/1/2007              5111.26                         730457.49                    59.58000183        No MI                                    100256000000000000                  0
     16833096                       2/1/2007              2752.06                         313461.27                             80        No MI                                    100031000000000000                  0
     16833146                       2/1/2007               788.31                         119899.19                             80        No MI                                    100032000000000000                  0
     16835214                       2/1/2007                 2475                            440000                             80        No MI                                    100072000000000000                  0
     16835516                       2/1/2007              1949.59                         256340.57                    94.30000305        Radian Guaranty                          100063000000000000                  0
     16835573                       2/1/2007               706.22                            127920                             80        No MI                                    100177000000000000                  0
     16838774                       1/1/2007               645.83                             99999                             80        No MI                                    100099000000000000                  0
     16839760                       2/1/2007               960.47                         149867.66                    78.52999878        No MI                                    100068000000000000                  0
     16839829                       2/1/2007               927.33                            171200                             80        No MI                                    100208000000000000                  0
     16840066                       1/1/2007              3416.03                         519123.77                    73.23999786        No MI                                    100391000000000000                  0
     16840141                       2/1/2007              2294.99                         391828.34                             80        No MI                                    100072000000000000                  0
     16844372                       2/1/2007               666.96                          87695.46                             75        No MI                                    100130000000000000                  0
     16597648                       2/1/2007              3492.84                         524569.66                    62.79999924        No MI                                    100032000000000000                  0
     16672452                       1/1/2007              1341.12                         186934.91                             80        No MI                                    100199000000000000                  0
     16767882                       1/1/2007              1012.35                         148167.76                             80        No MI                                    100196000000000000                  0
     16770920                       2/1/2007                 2061                            366400                             80        No MI                                    100102000000000000                  0
     16772480                       1/1/2007              1117.88                         148609.59                             80        No MI                                    100032000000000000                  0
     16772525                      12/1/2006              1587.22                         226491.43                            100        PMI                                      100229000000000000                  0
     16801624                       2/1/2007              2010.24                         287269.17                            100        PMI                                      100189000000000000                  0
     16813942                       2/1/2007                939.9                            173520                             80        No MI                                    100074000000000000                  0
     16849400                       2/1/2007              1612.93                         275379.36                             95        Radian Guaranty                          100074000000000000                  0
     16852870                       2/1/2007               514.99                          68506.29                    94.98999786        PMI                                      100054000000000000                  0
     16731543                       1/1/2007               468.06                          71129.94                             75        No MI                                    100031000000000000                  0
     16771098                       1/1/2007               570.99                          78641.26                             75        No MI                                    100133000000000000                  0
     16771757                       1/1/2007              1702.33                         231687.63                             80        No MI                                    100218000000000000                  0
     16723161                      10/1/2006                 1380                            192000                             80        No MI                                    100193000000000000                  0
     16718881                       1/1/2007               485.67                          72879.98                    65.18000031        No MI                                    100107000000000000                  0
     16721760                       1/1/2007               656.93                          99831.49                    35.70999908        No MI                                    100178000000000000                  0
     16723054                       1/1/2007               951.29                         131018.83                    79.98999786        No MI                                    100279000000000000                  0
     16667427                      12/1/2006              1372.65                         216575.84                             80        No MI                                    100057000000000000                  0
     16814268                       2/1/2007               949.46                         159908.78                             80        No MI                                    100071000000000000                  0
     16809898                       2/1/2007              1732.97                         319933.21                          62.75        No MI                                    100386000000000000                  0
     16809907                       2/1/2007              1122.97                         179812.37                    50.56000137        No MI                                    100056000000000000                  0
     16813580                       3/1/2007               2266.4                            345000                             75        No MI                                    100315000000000000                  0
     16813594                       2/1/2007              2767.66                         415659.01                             80        No MI                                    100265000000000000                  0
     16813598                       2/1/2007              1623.34                         243799.99                             80        No MI                                    100265000000000000                  0
     16809714                       2/1/2007                  377                          49569.17                             80        No MI                                    100064000000000000                  0
     16813638                       2/1/2007               490.18                          63711.38                             75        No MI                                    100115000000000000                  0
     16809566                       1/1/2007               657.26                          93860.04                    67.13999939        No MI                                    100083000000000000                  0
     16809578                       1/1/2007               901.52                         119846.43                             80        No MI                                    100083000000000000                  0
     16809448                       2/1/2007              1076.99                            166760                             80        No MI                                                                        0
     16809631                       2/1/2007               458.68                          63216.46                    77.70999908        No MI                                    100177000000000000                  0
     16809636                       1/1/2007               303.33                             52000                             65        No MI                                    100083000000000000                  0
     16809476                       2/1/2007              1210.73                            197000                    77.55999756        No MI                                    100137000000000000                  0
     16784888                       1/1/2007               528.31                          66325.27                             80        No MI                                    100229000000000000                  0
     16784951                       1/1/2007               574.64                          83072.99                             80        No MI                                    100015000000000000                  0
     16788864                       2/1/2007              1718.75                            300000                    73.62000275        No MI                                    100221000000000000                  0
     16803906                       2/1/2007               832.37                         117514.88                    77.87999725        No MI                                    100032000000000000                  0
     16803942                       2/1/2007              1242.86                         199923.81                    61.72999954        No MI                                    100080000000000000                  0
     16806908                       8/1/2006              1199.21                         164697.75                             80        No MI                                    100191000000000000                  0
     16806977                       2/1/2007                 1365                            208000                             80        No MI                                    100152000000000000                  0
     16806988                       2/1/2007               839.79                            139000                    44.97999954        No MI                                    100080000000000000                  0
     16807107                       1/1/2007              1416.17                         192740.13                    64.33000183        No MI                                    100099000000000000                  0
     16807137                       1/1/2007               1005.1                         152742.19                          63.75        No MI                                    100255000000000000                  0
     16807167                       2/1/2007              1784.96                         282144.71                    79.55000305        No MI                                    100030000000000000                  0
     16809180                       2/1/2007              5849.66                         856831.07                             70        No MI                                    100133000000000000                  0
     16809348                       2/1/2007               366.06                          52959.67                    77.94000244        No MI                                    100404000000000000                  0
     16790412                       1/1/2007               1740.5                         251615.32                             80        No MI                                    100057000000000000                  0
     16809536                       2/1/2007               622.82                          80950.93                             90        PMI                                      100023000000000000                  0
     16809540                       2/1/2007               771.68                         113031.75                             80        No MI                                    100135000000000000                  0
     16809775                       2/1/2007              2264.94                         319768.39                             80        No MI                                    100199000000000000                  0
     16790606                       2/1/2007              2033.84                         331993.96                             80        No MI                                    100057000000000000                  0
     16790763                       1/1/2007                929.5                            114400                             80        No MI                                    100031000000000000                  0
     16791063                       2/1/2007               528.37                          76441.79                             90        GE Capital MI                                                                0
     16813630                       2/1/2007              1340.62                            247500                    76.15000153        No MI                                    100137000000000000                  0
     16798300                       2/1/2007              1153.15                         199909.35                    72.73000336        No MI                                    100351000000000000                  0
     16813989                       1/1/2007              1621.57                          234421.6                             80        No MI                                    100017000000000000                  0
     16814027                       2/1/2007               390.67                          57223.32                             80        No MI                                    100076000000000000                  0
     16814132                       2/1/2007              5109.52                         767370.48                             80        No MI                                    100400000000000000                  0
     16814209                       2/1/2007              1360.94                         199344.37                             70        No MI                                    100295000000000000                  0
     16814227                       2/1/2007              1423.33                            224000                    64.83000183        No MI                                    100015000000000000                  0
     16801506                       2/1/2007               968.75                            186000                    73.47000122        No MI                                    100071000000000000                  0
     16768392                       2/1/2007              2383.33                            440000                    61.54000092        No MI                                    100246000000000000                  0
     16770561                       1/1/2007               489.45                          69895.78                             70        No MI                                    100183000000000000                  0
     16770801                       1/1/2007              1398.18                            227500                             70        No MI                                    100107000000000000                  0
     16771059                       1/1/2007              2101.67                            388000                             80        No MI                                    100071000000000000                  0
     16771315                       1/1/2007               446.34                             62100                             90        PMI                                      100030000000000000                  0
     16771753                       2/1/2007               845.43                         119359.55                             80        No MI                                    100404000000000000                  0
     16771901                       1/1/2007               975.51                          123856.8                             80        No MI                                    100031000000000000                  0
     16771909                       1/1/2007             11823.76                        1752184.77                             65        No MI                                    100229000000000000                  0
     16772000                       1/1/2007               940.72                         142688.22                             80        No MI                                    100285000000000000                  0
     16772106                       2/1/2007              1070.68                         164933.87                             80        No MI                                    100052000000000000                  0
     16772181                       1/1/2007                875.6                            137800                             65        No MI                                    100015000000000000                  0
     16772496                       2/1/2007              1350.78                            227500                    64.08000183        No MI                                    100054000000000000                  0
     16772657                       2/1/2007              2556.67                            416000                             80        No MI                                    100425000000000000                  0
     16778879                       1/1/2007               1032.5                            168000                             80        No MI                                    100142000000000000                  0
     16775328                       1/1/2007              1117.55                         181837.99                             80        No MI                                    100022000000000000                  0
     16776947                       1/1/2007               811.97                         105471.61                             80        No MI                                    100032000000000000                  0
     16777112                       1/1/2007              2200.68                            364250                             80        No MI                                    100140000000000000                  0
     16784563                       2/1/2007               640.42                            116000                    26.97999954        No MI                                    100366000000000000                  0
     16784635                      12/1/2006                 1398                            186400                             80        No MI                                    100039000000000000                  0
     16784731                       1/1/2007               667.12                          88686.37                             80        No MI                                    100074000000000000                  0
     16784882                       2/1/2007               977.02                            173692                             80        No MI                                    100071000000000000                  0
     16717821                       1/1/2007              1102.57                            170720                             80        No MI                                                                        0
     16718530                       1/1/2007              2818.98                         407358.23                             80        No MI                                    100057000000000000                  0
     16721961                       2/1/2007              3026.55                         479823.45                             80        No MI                                    100178000000000000                  0
     16723741                       1/1/2007               884.39                            143900                    79.98999786        No MI                                    100196000000000000                  0
     16728400                       1/1/2007              1487.46                            246200                             80        No MI                                    100238000000000000                  0
     16728539                       1/1/2007              1668.96                         247319.01                             80        No MI                                    100057000000000000                  0
     16728679                       1/1/2007              1604.17                            280000                             80        No MI                                    100092000000000000                  0
     16728791                       1/1/2007               900.54                         124028.48                             90        Republic MIC                             100400000000000000                  0
     16728814                       1/1/2007               1443.6                            238940                             80        No MI                                    100057000000000000                  0
     16728837                       1/1/2007              1523.75                            276000                             60        No MI                                    100055000000000000                  0
     16729438                       1/1/2007               416.78                          56723.52                             80        No MI                                    100177000000000000                  0
     16729753                       1/1/2007              1210.29                            211250                             65        No MI                                    100271000000000000                  0
     16731517                       1/1/2007                  755                            120800                             80        No MI                                    100218000000000000                  0
     16731668                       1/1/2007              1897.81                         243710.84                             80        No MI                                    100400000000000000                  0
     16732008                       1/1/2007               744.23                            123183                             90        GE Capital MI                            100057000000000000                  0
     16732021                       1/1/2007              1443.75                            247500                             75        No MI                                    100147000000000000                  0
     16765048                       2/1/2007               559.39                          71877.54                             80        No MI                                    100252000000000000                  0
     16765130                       1/1/2007               466.99                          71875.67                             80        No MI                                    100021000000000000                  0
     16765150                       1/1/2007               514.92                          72644.36                    89.80999756        Triad Guaranty                           100032000000000000                  0
     16765551                       1/1/2007               641.88                          91663.31                    79.97000122        No MI                                    100022000000000000                  0
     16719009                       1/1/2007              1599.93                            284432                             80        No MI                                    100057000000000000                  0
     16768304                       2/1/2007              1203.25                         169876.96                    69.95999908        No MI                                    100196000000000000                  0
     16714810                      12/1/2006                339.5                             54320                             80        No MI                                    100099000000000000                  0
     16717167                       1/1/2007              2247.92                            332000                             80        No MI                                    100218000000000000                  0
     16708158                      12/1/2006                787.1                         125936.71                    93.33000183        Mortgage Guaranty In                     100078000000000000                  0
     16708217                      12/1/2006               665.12                          96785.64                             75        No MI                                    100032000000000000                  0
     16709528                      12/1/2006               613.31                          93123.35                             80        No MI                                    100238000000000000                  0
     16709725                      12/1/2006               1960.1                         273016.95                             80        No MI                                    100032000000000000                  0
     16710797                       1/1/2007               927.76                         135787.18                             80        No MI                                    100076000000000000                  0
     16706564                      12/1/2006               743.28                            106500                             75        No MI                                    100031000000000000                  0
     16806901                       2/1/2007              1023.23                            155920                             80        No MI                                    100234000000000000                  0
     16807006                       2/1/2007               1322.5                            184000                             80        No MI                                                                        0
     16807050                       1/1/2007                 2049                         319433.78                             80        No MI                                    100047000000000000                  0
     16809410                       2/1/2007              1174.92                         163884.25                             80        No MI                                    100031000000000000                  0
     16809418                       2/1/2007               931.17                         136393.52                    79.36000061        No MI                                    100031000000000000                  0
     16807101                      12/1/2006               361.07                           50292.6                             80        No MI                                    100146000000000000                  0
     16807170                       2/1/2007              2303.75                            388000                             80        No MI                                    100288000000000000                  0
     16807212                       2/1/2007              1188.42                         185436.25                             80        No MI                                    100293000000000000                  0
     16807256                       2/1/2007              1197.58                         182146.85                    79.95999908        No MI                                    100279000000000000                  0
     16807277                       2/1/2007              1342.49                         191745.51                             80        No MI                                    100032000000000000                  0
     16809190                       1/1/2007              1047.53                          147785.1                             80        No MI                                    100135000000000000                  0
     16809208                       1/1/2007              1049.75                            167960                             80        No MI                                    100020000000000000                  0
     16809225                       1/1/2007               773.45                         119044.08                             75        No MI                                    100061000000000000                  0
     16809227                       2/1/2007              1026.67                            176000                    78.91999817        No MI                                    100256000000000000                  0
     16809244                       2/1/2007              1498.33                            232000                             80        No MI                                    100188000000000000                  0
     16809268                       2/1/2007               688.99                         111793.82                    79.98999786        No MI                                    100279000000000000                  0
     16809296                       2/1/2007                738.4                         109512.35                             80        No MI                                    100185000000000000                  0
     16809326                       2/1/2007              3372.71                         519552.29                    78.79000092        No MI                                    100107000000000000                  0
     16809366                       2/1/2007               840.65                         132879.77                    69.62999725        No MI                                    100071000000000000                  0
     16803617                       2/1/2007               727.18                         103922.82                             80        No MI                                    100031000000000000                  0
     16803663                       2/1/2007              1975.73                         347836.77                             80        No MI                                    100366000000000000                  0
     16803765                       2/1/2007                927.5                            168000                             80        No MI                                    100177000000000000                  0
     16803817                       2/1/2007               1182.5                            172000                             80        No MI                                    100339000000000000                  0
     16803849                       2/1/2007              1208.46                         197263.14                             80        No MI                                    100234000000000000                  0
     16803926                       1/1/2007               762.04                         115804.54                             80        No MI                                    100307000000000000                  0
     16803952                       2/1/2007               450.16                          63553.97                             80        No MI                                                                        0
     16803955                       1/1/2007               846.68                         119531.99                             80        No MI                                    100307000000000000                  0
     16803962                       2/1/2007               690.81                          97529.36                             80        No MI                                    100032000000000000                  0
     16804097                       3/1/2007              3813.76                            588000                             80        No MI                                    100015000000000000                  0
     16804110                       2/1/2007               3525.8                         564626.56                    79.98999786        No MI                                    100351000000000000                  0
     16804197                       2/1/2007               867.15                          131889.1                             80        No MI                                    100260000000000000                  0
     16806670                       1/1/2007              1517.71                            235000                    92.16000366        PMI                                      100229000000000000                  0
     16806717                       2/1/2007               661.25                             92000                             80        No MI                                    100252000000000000                  0
     16806720                       1/1/2007              1235.57                            194450                    73.37999725        No MI                                    100054000000000000                  0
     16801683                       1/1/2007               505.63                          75875.04                             80        No MI                                    100066000000000000                  0
     16801695                       1/1/2007               930.94                         115572.13                             80        No MI                                                                        0
     16801702                       2/1/2007              1160.33                         167872.17                             80        No MI                                    100057000000000000                  0
     16801741                       2/1/2007               584.37                          75953.96                             80        No MI                                    100031000000000000                  0
     16801744                       2/1/2007               654.89                          95925.11                             80        No MI                                    100315000000000000                  0
     16801773                       2/1/2007               432.64                          62592.33                             80        No MI                                    100315000000000000                  0
     16801804                      11/1/2006                 1357                            220800                             80        No MI                                    100095000000000000                  0
     16801809                       2/1/2007              1051.09                         159865.58                             80        No MI                                    100178000000000000                  0
     16801833                       2/1/2007               394.16                          59949.59                    63.15999985        No MI                                    100075000000000000                  0
     16801843                       1/1/2007              1698.67                            291200                             80        No MI                                    100072000000000000                  0
     16801855                       2/1/2007              1786.67                            256000                             80        No MI                                    100032000000000000                  0
     16801863                       2/1/2007              1025.92                            196977                             80        No MI                                    100071000000000000                  0
     16801891                       2/1/2007               561.67                          78344.66                             80        No MI                                    100015000000000000                  0
     16801960                       2/1/2007              2592.27                         379703.56                             80        No MI                                    100234000000000000                  0
     16801977                       2/1/2007                 1250                            200000                    74.09999847        No MI                                    100022000000000000                  0
     16803536                       2/1/2007               680.59                          94931.71                    74.22000122        No MI                                    100124000000000000                  0
     16803300                       1/1/2007              1953.75                         285951.81                             80        No MI                                    100229000000000000                  0
     16803353                       2/1/2007               794.47                         125953.66                           52.5        No MI                                    100218000000000000                  0
     16803365                       2/1/2007              1086.84                         188414.57                             65        No MI                                                                        0
     16803368                       2/1/2007              1828.23                         267790.93                             80        No MI                                    100218000000000000                  0
     16803388                       2/1/2007               783.28                            131920                             80        No MI                                    100075000000000000                  0
     16803557                       2/1/2007               1630.4                         238813.56                    79.98999786        No MI                                    100022000000000000                  0
     16803563                       2/1/2007                 1805                            304000                             80        No MI                                    100210000000000000                  0
     16791040                       1/1/2007               1003.5                         138208.87                             80        No MI                                    100068000000000000                  0
     16798787                       2/1/2007               879.73                         128211.91                             95        PMI                                      100351000000000000                  0
     16798790                       2/1/2007               804.74                         122397.08                    66.22000122        No MI                                    100271000000000000                  0
     16704185                       1/1/2007              1344.57                         248228.97                    54.95000076        No MI                                    100315000000000000                  0
     16791094                       1/1/2007               492.53                          70318.98                    79.15000153        No MI                                    100307000000000000                  0
     16791103                       2/1/2007               984.21                         142391.57                             75        No MI                                    100031000000000000                  0
     16798826                       2/1/2007              1474.17                            232000                             80        No MI                                    100032000000000000                  0
     16801438                       1/1/2007               672.71                          93767.03                    74.97000122        No MI                                    100054000000000000                  0
     16798200                       2/1/2007              1657.62                         239817.38                             80        No MI                                    100218000000000000                  0
     16798208                       1/1/2007               713.55                          92687.17                             80        No MI                                    100064000000000000                  0
     16798219                       1/1/2007               565.49                           74307.2                             80        No MI                                    100331000000000000                  0
     16798223                       1/1/2007              2292.52                         319546.84                             80        No MI                                    100252000000000000                  0
     16798238                       1/1/2007              1129.92                         171710.17                             80        No MI                                    100234000000000000                  0
     16798254                       1/1/2007               665.92                         103815.98                             80        No MI                                    100021000000000000                  0
     16801482                       1/1/2007              1384.44                          197705.2                             80        No MI                                    100032000000000000                  0
     16801541                       2/1/2007              4495.43                         619573.32                             80        No MI                                    100404000000000000                  0
     16798424                       2/1/2007               814.59                         123895.83                             80        No MI                                    100177000000000000                  0
     16798452                       1/1/2007               808.96                            141200                             80        No MI                                    100229000000000000                  0
     16798460                       1/1/2007              1498.33                            248000                             80        No MI                                    100218000000000000                  0
     16801595                       2/1/2007              1006.09                         153021.33                             75        No MI                                    100177000000000000                  0
     16798548                       1/1/2007              3135.06                         495100.79                             80        No MI                                    100099000000000000                  0
     16798556                       2/1/2007               737.04                            126350                             95        Radian Guaranty                          100022000000000000                  0
     16798604                       2/1/2007               810.07                            134080                             80        No MI                                    100076000000000000                  0
     16798611                       1/1/2007               584.37                           75907.6                             80        No MI                                                                        0
     16798667                       2/1/2007              1375.75                          187366.2                             90        United Guaranty                          100052000000000000                  0
     16798696                       2/1/2007                  379                             60640                             80        No MI                                    100032000000000000                  0
     16798705                       1/1/2007               933.98                         143751.34                             80        No MI                                    100400000000000000                  0
     16798718                       1/1/2007               951.76                            166125                             75        No MI                                    100125000000000000                  0
     16798724                       2/1/2007              1255.69                         193433.31                             80        No MI                                    100032000000000000                  0
     16798738                       2/1/2007              1433.56                         215298.38                    79.80999756        No MI                                    100271000000000000                  0
     16798744                       1/1/2007              1082.62                          164522.3                             80        No MI                                    100012000000000000                  0
     16798757                       1/1/2007               854.61                         126646.52                    79.98000336        No MI                                    100054000000000000                  0
     16788753                       1/1/2007                 1650                          287999.9                             80        No MI                                    100289000000000000                  0
     16788768                       2/1/2007                 1206                            214400                             80        No MI                                    100071000000000000                  0
     16788908                       2/1/2007               720.38                         105517.62                             80        No MI                                    100057000000000000                  0
     16788937                       2/1/2007              1571.78                            255748                             80        No MI                                    100057000000000000                  0
     16788946                       2/1/2007              3477.74                         503144.86                             80        No MI                                    100057000000000000                  0
     16788950                       1/1/2007              1090.77                         155767.72                             80        No MI                                    100022000000000000                  0
     16789021                       2/1/2007              2415.04                         310316.68                             90        United Guaranty                          100273000000000000                  0
     16790796                       2/1/2007                  915                            144000                             80        No MI                                    100429000000000000                  0
     16790408                       2/1/2007              3733.19                         597837.77                             80        No MI                                    100057000000000000                  0
     16790841                       2/1/2007              1391.38                         211622.06                    94.98000336        PMI                                      100213000000000000                  0
     16790455                       1/1/2007               810.33                            114400                             80        No MI                                    100091000000000000                  0
     16790462                       1/1/2007              1386.67                            208000                    69.33000183        No MI                                    100047000000000000                  0
     16790467                       2/1/2007               778.74                         108623.28                    79.98999786        No MI                                    100196000000000000                  0
     16790945                       2/1/2007              1122.92                         195999.74                             80        No MI                                    100096000000000000                  0
     16790509                      12/1/2006              1243.91                         196127.33                             80        No MI                                    100125000000000000                  0
     16790512                       1/1/2007              1735.11                          260371.2                             80        No MI                                    100061000000000000                  0
     16790536                       2/1/2007              1341.25                         201434.75                             80        No MI                                    100183000000000000                  0
     16790605                       2/1/2007              2915.46                         460841.01                             80        No MI                                    100057000000000000                  0
     16781375                       2/1/2007              1033.69                          157219.8                             80        No MI                                    100057000000000000                  0
     16786235                       2/1/2007              1397.08                            239500                    94.84999847        PMI                                      100099000000000000                  0
     16786242                       2/1/2007              1214.81                            188100                             95        Mortgage Guaranty In                     100015000000000000                  0
     16784666                       1/1/2007              1311.03                         187220.83                             75        No MI                                    100114000000000000                  0
     16788425                       1/1/2007              1723.75                            295500                             80        No MI                                    100032000000000000                  0
     16784770                       2/1/2007              3109.77                         491555.23                             80        No MI                                    100147000000000000                  0
     16788437                       2/1/2007               1417.5                            216000                             80        No MI                                    100218000000000000                  0
     16788440                       2/1/2007               1478.8                          227803.7                             80        No MI                                    100271000000000000                  0
     16788463                       2/1/2007              1475.83                            257600                             80        No MI                                    100213000000000000                  0
     16784879                       1/1/2007              2225.57                            381526                             80        No MI                                    100229000000000000                  0
     16788485                       1/1/2007              1806.25                            289000                    79.83000183        No MI                                    100022000000000000                  0
     16788578                       1/1/2007              1418.37                            200240                             80        No MI                                    100031000000000000                  0
     16784922                       1/1/2007               585.47                           87855.3                             80        No MI                                    100068000000000000                  0
     16784942                       2/1/2007              1754.46                          270267.1                    64.40000153        No MI                                    100015000000000000                  0
     16784960                       1/1/2007               1124.3                          162534.5                             90        GE Capital MI                            100057000000000000                  0
     16784969                       2/1/2007              2776.22                         444587.84                    64.95999908        No MI                                    100015000000000000                  0
     16788604                       1/1/2007               792.47                         107854.58                             80        No MI                                    100031000000000000                  0
     16788632                       2/1/2007               626.67                          84344.79                             80        No MI                                    100404000000000000                  0
     16788655                       2/1/2007              1093.79                         166360.12                             75        No MI                                    100076000000000000                  0
     16788669                       1/1/2007                980.1                         131826.72                             80        No MI                                    100099000000000000                  0
     16788672                       1/1/2007               584.64                          82480.04                             70        No MI                                    100099000000000000                  0
     16788687                       1/1/2007               846.88                         116559.62                             80        No MI                                    100099000000000000                  0
     16788690                      11/1/2006              1125.68                            186320                             80        No MI                                    100126000000000000                  0
     16788705                       1/1/2007                 1925                         279999.65                             80        No MI                                    100126000000000000                  0
     16788717                       2/1/2007              1023.81                          157714.1                    79.98999786        No MI                                    100209000000000000                  0
     16778747                       2/1/2007               1347.5                            231000                    72.41000366        No MI                                    100214000000000000                  0
     16778761                       2/1/2007               862.23                         129493.77                             80        No MI                                    100076000000000000                  0
     16780921                       1/1/2007               847.88                            142800                             80        No MI                                    100074000000000000                  0
     16780992                       2/1/2007                531.4                           75943.6                             80        No MI                                    100404000000000000                  0
     16778825                       1/1/2007               541.46                          76354.26                             90        Republic MIC                             100022000000000000                  0
     16778909                      12/1/2006               377.62                             47911                             80        No MI                                    100039000000000000                  0
     16781166                       2/1/2007               808.09                         116910.97                             65        No MI                                    100240000000000000                  0
     16781192                       2/1/2007              1393.33                            243200                             80        No MI                                    100238000000000000                  0
     16781237                       1/1/2007               1024.2                          134581.9                             80        No MI                                    100099000000000000                  0
     16781273                       2/1/2007              3021.87                         459613.55                    57.56999969        No MI                                    100050000000000000                  0
     16781275                       1/1/2007              1034.66                         157234.59                             75        No MI                                    100022000000000000                  0
     16781315                       1/1/2007              1182.06                         158991.01                             80        No MI                                    100074000000000000                  0
     16780726                       1/1/2007                 1070                            171200                             80        No MI                                    100218000000000000                  0
     16780765                       1/1/2007               358.21                           49930.2                    69.44999695        No MI                                    100199000000000000                  0
     16780823                       3/1/2007              1738.19                            275000                             55        No MI                                    100315000000000000                  0
     16780864                       3/1/2007              1718.78                            265000                    33.97000122        No MI                                    100315000000000000                  0
     16780879                       2/1/2007               616.25                            116000                             80        No MI                                    100075000000000000                  0
     16780883                       1/1/2007                 1287                            187200                             80        No MI                                    100031000000000000                  0
     16780905                       2/1/2007               682.63                         107902.37                             72        No MI                                    100071000000000000                  0
     16776889                       1/1/2007              1274.96                            244792                             80        No MI                                    100428000000000000                  0
     16776897                      11/1/2006               622.23                          84570.12                             80        No MI                                    100246000000000000                  0
     16776905                       2/1/2007               1884.9                            329000                             70        No MI                                    100015000000000000                  0
     16778276                       2/1/2007              1017.19                            157500                    69.37999725        No MI                                    100271000000000000                  0
     16778295                       2/1/2007               895.01                         141471.99                             80        No MI                                    100178000000000000                  0
     16776946                       1/1/2007               1104.9                         163708.94                          94.25        PMI                                      100178000000000000                  0
     16776991                       1/1/2007              1237.46                          215992.5                             80        No MI                                    100031000000000000                  0
     16777096                       2/1/2007               1457.5                            212000                    73.09999847        No MI                                    100194000000000000                  0
     16777098                       2/1/2007              2155.68                         315753.49                             80        No MI                                    100032000000000000                  0
     16777120                       2/1/2007                785.7                          98694.64                             95        PMI                                      100099000000000000                  0
     16778452                       1/1/2007              1141.98                         157282.51                             90        PMI                                      100031000000000000                  0
     16778564                       1/1/2007               624.24                            110976                             80        No MI                                    100177000000000000                  0
     16777172                       2/1/2007               976.74                            161667                             80        No MI                                    100057000000000000                  0
     16778685                       2/1/2007                 1885                            312000                             80        No MI                                                                        0
     16778693                       1/1/2007               545.74                           79874.8                    63.49000168        No MI                                    100086000000000000                  0
     16778709                       2/1/2007              1365.46                         197549.57                    90.80999756        PMI                                      100177000000000000                  0
     16777242                       2/1/2007              2258.75                            417000                    77.94000244        No MI                                    100074000000000000                  0
     16778254                       1/1/2007                876.1                         113801.46                             80        No MI                                    100031000000000000                  0
     16775054                       1/1/2007                 1045                            176000                             80        No MI                                    100137000000000000                  0
     16775076                       2/1/2007                 1957                            313120                             80        No MI                                    100234000000000000                  0
     16775290                       2/1/2007              1111.64                         164868.05                             75        No MI                                    100130000000000000                  0
     16776537                       2/1/2007               729.35                         105519.65                             80        No MI                                    100086000000000000                  0
     16776581                       2/1/2007               707.92                         111898.75                             80        No MI                                    100178000000000000                  0
     16775410                       1/1/2007               809.41                         115587.64                             80        No MI                                    100404000000000000                  0
     16776629                       1/1/2007               891.58                            152864                             80        No MI                                    100057000000000000                  0
     16776638                       2/1/2007              1333.53                         195327.54                             80        No MI                                    100057000000000000                  0
     16776674                       2/1/2007              1061.06                         151637.38                    79.98999786        No MI                                    100213000000000000                  0
     16776678                       2/1/2007              1085.97                          147900.7                             80        No MI                                    100196000000000000                  0
     16775448                       1/1/2007              1223.55                         168516.98                             75        No MI                                    100400000000000000                  0
     16775463                       1/1/2007              1406.31                         205827.39                    79.98999786        No MI                                    100196000000000000                  0
     16776737                       1/1/2007               1412.8                         194580.92                    79.98999786        No MI                                    100031000000000000                  0
     16776745                       1/1/2007                919.7                         139764.09                             80        No MI                                    100213000000000000                  0
     16775507                       2/1/2007                512.4                          77934.47                             80        No MI                                    100293000000000000                  0
     16776804                       1/1/2007               787.23                            130300                    79.98999786        No MI                                    100177000000000000                  0
     16771999                       1/1/2007               649.46                            119900                    79.98999786        No MI                                    100060000000000000                  0
     16772070                       1/1/2007               907.77                         137951.15                             80        No MI                                    100057000000000000                  0
     16772080                       1/1/2007              1618.61                            231920                    79.97000122        No MI                                    100152000000000000                  0
     16772103                       1/1/2007               2137.5                            360000                             80        No MI                                    100166000000000000                  0
     16772128                       2/1/2007               991.41                            176250                             75        No MI                                    100031000000000000                  0
     16772292                       2/1/2007              1135.53                         164282.89                             80        No MI                                    100052000000000000                  0
     16774930                       1/1/2007              2561.92                         365854.38                             80        No MI                                    100218000000000000                  0
     16772449                       1/1/2007              1132.73                         161758.79                             80        No MI                                    100125000000000000                  0
     16772565                       2/1/2007               942.73                         141583.85                             65        No MI                                    100032000000000000                  0
     16772606                       1/1/2007              1002.08                            185000                    79.40000153        No MI                                    100071000000000000                  0
     16772690                       1/1/2007               760.75                            108638                             80        No MI                                    100293000000000000                  0
     16772700                       2/1/2007              2581.25                            420000                             80        No MI                                    100056000000000000                  0
     16774949                       1/1/2007              1785.76                            300760                             80        No MI                                    100234000000000000                  0
     16774965                       1/1/2007               1909.5                            321600                             80        No MI                                    100072000000000000                  0
     16774978                       1/1/2007               783.75                            132000                          44.75        No MI                                    100072000000000000                  0
     16774997                       1/1/2007              1471.69                         210927.89                             80        No MI                                    100057000000000000                  0
     16774998                       2/1/2007              4005.74                          641484.3                             75        No MI                                    100057000000000000                  0
     16774833                       2/1/2007              3342.87                         483631.71                             80        No MI                                    100178000000000000                  0
     16774875                       2/1/2007              1028.46                          151953.2                             80        No MI                                    100218000000000000                  0
     16770749                       2/1/2007               455.85                          65949.78                    76.20999908        No MI                                    100218000000000000                  0
     16770903                       1/1/2007              2356.67                            404000                             80        No MI                                    100096000000000000                  0
     16771022                       1/1/2007               417.74                          53038.67                             90        Mortgage Guaranty In                     100076000000000000                  0
     16771029                       1/1/2007               531.02                          67422.05                             90        Republic MIC                             100076000000000000                  0
     16771037                       2/1/2007              3786.08                         554567.04                           78.5        No MI                                    100178000000000000                  0
     16771050                       2/1/2007              4328.33                            784000                             80        No MI                                    100178000000000000                  0
     16771114                       1/1/2007              1151.17                         168485.93                    71.80999756        No MI                                    100178000000000000                  0
     16771162                       2/1/2007              3470.09                         521206.34                             80        No MI                                    100057000000000000                  0
     16771181                       1/1/2007              1269.47                         223389.68                             80        No MI                                    100057000000000000                  0
     16771228                       1/1/2007               557.66                          75897.68                             80        No MI                                    100075000000000000                  0
     16771245                       3/1/2007               998.19                            160000                    35.95999908        No MI                                    100315000000000000                  0
     16771741                       1/1/2007               389.26                          50563.45                    72.31999969        No MI                                    100404000000000000                  0
     16771922                       1/1/2007               1732.5                            264000                             80        No MI                                    100234000000000000                  0
     16771929                       1/1/2007              1524.17                            236000                             80        No MI                                    100234000000000000                  0
     16771935                       2/1/2007               436.51                          63151.91                    94.33000183        United Guaranty                          100293000000000000                  0
     16771835                       2/1/2007               519.39                          75142.78                             80        No MI                                    100213000000000000                  0
     16768084                       1/1/2007                 1300                            208000                             80        No MI                                    100196000000000000                  0
     16768114                       1/1/2007              2040.42                            332000                             80        No MI                                    100137000000000000                  0
     16765387                       1/1/2007                  680                             96000                             80        No MI                                    100339000000000000                  0
     16765423                       1/1/2007              1135.38                            191222                             80        No MI                                    100057000000000000                  0
     16765427                       2/1/2007              1755.89                            330520                             80        No MI                                    100057000000000000                  0
     16765590                       2/1/2007              1029.39                         164847.17                             75        No MI                                    100420000000000000                  0
     16765623                       2/1/2007               722.27                         112700.48                             80        No MI                                    100125000000000000                  0
     16767837                       2/1/2007              1355.16                            220500                             75        No MI                                    100218000000000000                  0
     16767879                       1/1/2007               732.54                         111189.06                             90        United Guaranty                          100418000000000000                  0
     16768439                       1/1/2007               484.29                             78800                             80        No MI                                    100030000000000000                  0
     16767917                       2/1/2007              1632.81                            275000                    99.09999847        PMI                                      100252000000000000                  0
     16767921                       1/1/2007               863.67                            150750                             75        No MI                                    100032000000000000                  0
     16767935                       1/1/2007              1046.25                            162000                             80        No MI                                    100091000000000000                  0
     16768033                       1/1/2007               704.16                            116550                    79.98000336        No MI                                    100177000000000000                  0
     16768064                       2/1/2007                 1350                            216000                             80        No MI                                    100137000000000000                  0
     16770620                       2/1/2007               719.99                         109507.92                             80        No MI                                    100218000000000000                  0
     16770633                       1/1/2007              1202.65                          171743.9                             80        No MI                                    100218000000000000                  0
     16729901                       1/1/2007              1195.83                            164000                             80        No MI                                    100146000000000000                  0
     16729907                       2/1/2007              1376.71                         199176.33                             80        No MI                                    100057000000000000                  0
     16729913                       1/1/2007              1446.38                            231420                             80        No MI                                    100057000000000000                  0
     16729922                       1/1/2007              1433.72                            250250                             65        No MI                                    100204000000000000                  0
     16729958                       1/1/2007               755.79                            131920                             80        No MI                                    100424000000000000                  0
     16729960                       1/1/2007              2246.92                            365600                             80        No MI                                    100056000000000000                  0
     16729966                      12/1/2006               658.73                          90661.18                    79.97000122        No MI                                    100366000000000000                  0
     16731463                       2/1/2007               928.12                            162000                            100        PMI                                      100178000000000000                  0
     16731540                       1/1/2007               593.44                          91887.98                             80        No MI                                    100031000000000000                  0
     16731551                       1/1/2007              1577.19                         230838.19                             80        No MI                                    100197000000000000                  0
     16731630                       1/1/2007              1671.32                         212690.28                    79.95999908        No MI                                    100213000000000000                  0
     16731705                       1/1/2007              1266.03                         192266.63                             80        No MI                                    100233000000000000                  0
     16731754                       1/1/2007               467.77                          63664.17                             75        No MI                                    100076000000000000                  0
     16731759                       1/1/2007              2089.37                         364689.43                             80        No MI                                    100209000000000000                  0
     16731803                       2/1/2007              1182.54                         168998.49                             80        No MI                                    100057000000000000                  0
     16765155                       1/1/2007               557.66                          75897.68                             80        No MI                                    100031000000000000                  0
     16765176                       1/1/2007               862.36                         127794.67                             80        No MI                                    100339000000000000                  0
     16731812                       2/1/2007              1664.89                         246922.38                             80        No MI                                    100057000000000000                  0
     16731829                       1/1/2007               879.42                            138400                             80        No MI                                    100081000000000000                  0
     16765204                       1/1/2007               356.22                          45227.71                             80        No MI                                    100032000000000000                  0
     16731907                       1/1/2007              1532.68                         218873.62                             80        No MI                                    100032000000000000                  0
     16731917                       1/1/2007               764.95                         105354.31                    78.73000336        No MI                                    100075000000000000                  0
     16731987                       2/1/2007              1989.14                         287780.86                             80        No MI                                    100057000000000000                  0
     16732034                       1/1/2007                997.5                            152000                             80        No MI                                    100032000000000000                  0
     16728732                       1/1/2007              1066.56                         154187.28                             75        No MI                                    100177000000000000                  0
     16728880                       1/1/2007              2431.18                         351462.66                             80        No MI                                    100166000000000000                  0
     16728361                       2/1/2007              1875.82                         281718.89                    64.98999786        No MI                                    100197000000000000                  0
     16728365                       1/1/2007              1041.83                         148778.15                    72.68000031        No MI                                    100091000000000000                  0
     16729421                       1/1/2007               660.89                          92119.36                             75        No MI                                    100078000000000000                  0
     16728414                       2/1/2007               818.61                         119906.39                             80        No MI                                    100075000000000000                  0
     16729477                       1/1/2007               648.23                             88900                             70        No MI                                    100213000000000000                  0
     16729492                       1/1/2007              1264.67                            216800                             80        No MI                                    100234000000000000                  0
     16729499                      12/1/2006               516.08                          65434.12                             80        No MI                                                                        0
     16729517                       1/1/2007               1664.3                         256156.91                    79.98999786        No MI                                    100209000000000000                  0
     16728474                       3/1/2007              1568.76                            245000                          43.75        No MI                                    100315000000000000                  0
     16728554                       1/1/2007              1140.17                          162821.2                             85        GE Capital MI                            100057000000000000                  0
     16728578                       1/1/2007               621.28                          80684.25                             80        No MI                                    100130000000000000                  0
     16729679                       1/1/2007              2105.13                            336820                             80        No MI                                    100057000000000000                  0
     16729684                       1/1/2007               393.35                          49942.25                             80        No MI                                    100032000000000000                  0
     16729712                       1/1/2007               571.86                          88015.75                             80        No MI                                    100076000000000000                  0
     16729779                       1/1/2007               536.55                          73897.82                    89.16000366        PMI                                      100213000000000000                  0
     16729822                       1/1/2007                  900                            160000                    38.54999924        No MI                                    100194000000000000                  0
     16722216                       1/1/2007               727.22                         110513.47                    79.98999786        No MI                                    100099000000000000                  0
     16723671                       1/1/2007              1005.33                            166400                             80        No MI                                    100071000000000000                  0
     16723306                       2/1/2007              1734.29                         263778.21                    79.76000214        No MI                                    100075000000000000                  0
     16723405                       1/1/2007               896.71                         136269.98                             70        No MI                                    100107000000000000                  0
     16723415                       2/1/2007              4440.48                         577150.14                             70        No MI                                    100054000000000000                  0
     16723493                       1/1/2007               743.72                         115944.48                    76.66999817        No MI                                    100534000000000000                  0
     16723557                       1/1/2007               372.33                          53170.72                             75        No MI                                    100213000000000000                  0
     16723606                       1/1/2007               424.68                          59912.86                             75        No MI                                    100213000000000000                  0
     16721876                       1/1/2007               583.35                          88650.37                             80        No MI                                    100279000000000000                  0
     16718817                       1/1/2007              1464.17                            251000                    79.98999786        No MI                                    100238000000000000                  0
     16719003                       1/1/2007              1600.63                         228578.15                             80        No MI                                    100057000000000000                  0
     16719008                       2/1/2007               859.03                         144463.86                             70        No MI                                    100057000000000000                  0
     16719046                       1/1/2007               1326.1                         191660.87                    78.05000305        No MI                                    100204000000000000                  0
     16717164                       1/1/2007              2410.42                            356000                             80        No MI                                    100218000000000000                  0
     16717655                       2/1/2007              1061.78                         157473.97                    79.98000336        No MI                                    100209000000000000                  0
     16717704                       2/1/2007                409.9                          52668.88                    79.84999847        No MI                                    100252000000000000                  0
     16717245                       1/1/2007               831.04                         115835.73                             80        No MI                                    100032000000000000                  0
     16717412                       1/1/2007              1894.27                         280715.97                             80        No MI                                    100057000000000000                  0
     16717803                       1/1/2007              1286.55                         183726.03                             80        No MI                                    100057000000000000                  0
     16718128                       2/1/2007               915.64                         142873.84                             65        No MI                                    100315000000000000                  0
     16713530                       1/1/2007              1450.14                         199723.82                             80        No MI                                    100218000000000000                  0
     16714752                       2/1/2007              1600.27                         243850.92                             80        No MI                                    100147000000000000                  0
     16713831                       1/1/2007               682.58                             94010                             90        United Guaranty                          100076000000000000                  0
     16713972                       2/1/2007               540.91                          71954.09                             80        No MI                                    100196000000000000                  0
     16709989                       1/1/2007               709.48                            107818                    63.52999878        No MI                                    100015000000000000                  0
     16710690                       1/1/2007              1160.33                         167743.54                             80        No MI                                    100022000000000000                  0
     16710912                       1/1/2007                799.2                         113627.26                    77.23000336        No MI                                    100076000000000000                  0
     16707248                       2/1/2007              2264.83                            331741                             80        No MI                                    100107000000000000                  0
     16709427                       2/1/2007              1447.91                            239654                             80        No MI                                    100436000000000000                  0
     16707758                       2/1/2007              1278.98                         180569.22                    79.95999908        No MI                                    100429000000000000                  0
     16707826                       1/1/2007               586.04                             97000                    21.79999924        No MI                                    100015000000000000                  0
     16709571                       1/1/2007              1842.02                         283509.58                             80        No MI                                    100315000000000000                  0
     16709650                       2/1/2007              1302.03                         198033.49                    79.91999817        No MI                                    100238000000000000                  0
     16709663                       1/1/2007              1711.46                            310000                    37.13000107        No MI                                    100221000000000000                  0
     16708215                       1/1/2007              1517.56                         201741.49                             80        No MI                                    100076000000000000                  0
     16708272                       1/1/2007                652.3                         107967.37                             75        No MI                                    100107000000000000                  0
     16706444                      12/1/2006              1657.62                         239448.77                             80        No MI                                    100204000000000000                  0
     16706746                       1/1/2007                388.7                          53533.96                             80        No MI                                    100260000000000000                  0
     16706919                      12/1/2006              2429.88                            388780                             80        No MI                                    100057000000000000                  0
     16358791                       8/1/2006              2256.98                            343920                             80        No MI                                    100218000000000000                  0
     16358946                       8/1/2006                  944                            153600                             80        No MI                                    100266000000000000                  0
     16422953                      11/1/2006               985.92                          142309.5                             80        No MI                                    100057000000000000                  0
     16540447                       9/1/2006              2722.37                         378364.58                             80        No MI                                    100022000000000000                  0
     16670806                       1/1/2007               733.01                         108625.46                             80        No MI                                    100252000000000000                  0
     16672447                       2/1/2007              1794.49                         284495.32                    73.91999817        No MI                                    100146000000000000                  0
     16674074                       3/1/2006              1244.63                         189850.88                    94.52999878        GE Capital MI                            100099000000000000                  0
     16674743                       1/1/2007               477.62                          67382.01                             70        No MI                                    100032000000000000                  0
     16681317                      12/1/2006               483.47                          69839.23                    79.94999695        No MI                                    100177000000000000                  0
     16681666                      11/1/2006             11096.22                        1704858.22                    63.36000061        No MI                                    100073000000000000                  0
     16684211                       1/1/2007               426.75                          55432.51                    79.23999786        No MI                                    100213000000000000                  0
     16684701                       1/1/2007              1076.21                         135082.64                             90        GE Capital MI                            100022000000000000                  0
     16685888                      12/1/2006               731.25                            108000                             80        No MI                                    100230000000000000                  0
     16686163                       1/1/2007               635.83                             87200                             80        No MI                                    100196000000000000                  0
     16692401                       1/1/2007              1045.11                         135754.73                             80        No MI                                    100213000000000000                  0
     16692403                      12/1/2006               441.78                          56698.69                             80        No MI                                    100425000000000000                  0
     16693930                      10/1/2006              1158.18                            163508                             80        No MI                                    100031000000000000                  0
     16693934                      12/1/2006               520.94                          73439.17                             80        No MI                                    100099000000000000                  0
     16696559                      12/1/2006              2388.44                         358112.02                    79.77999878        No MI                                    100022000000000000                  0
     16696622                       1/1/2007               866.25                            132000                             80        No MI                                    100196000000000000                  0
     16697433                       1/1/2007              1086.32                         196766.91                             80        No MI                                    100189000000000000                  0
     16697662                       1/1/2007              2556.92                            402400                             80        No MI                                    100289000000000000                  0
     16655755                       2/1/2007               532.11                          80931.95                             75        No MI                                    100386000000000000                  0
     16727998                       2/1/2007               968.69                         141889.23                    78.88999939        No MI                                    100386000000000000                  0
     16730335                       1/1/2007              1388.95                         200793.02                          78.25        No MI                                    100386000000000000                  0
     16731224                       2/1/2007               947.27                         156935.85                    74.76000214        No MI                                    100386000000000000                  0
     16767459                       2/1/2007              1837.12                         299881.63                    56.59999847        No MI                                    100386000000000000                  0
     16780477                       2/1/2007              2500.35                         385168.09                    77.56999969        No MI                                    100386000000000000                  0
     16780548                       2/1/2007              2364.56                            378329                             80        No MI                                    100386000000000000                  0
     16780671                       2/1/2007               573.03                          83934.47                             80        No MI                                    100386000000000000                  0
     16785143                       2/1/2007               762.04                         115902.54                             80        No MI                                    100386000000000000                  0
     16787022                       2/1/2007               849.35                         119913.15                    72.73000336        No MI                                    100386000000000000                  0
     16797951                       2/1/2007              4184.64                         636464.84                    79.91999817        No MI                                    100386000000000000                  0
     16801243                       2/1/2007              1522.21                         228612.45                             65        No MI                                    100386000000000000                  0
     16801247                       2/1/2007              1513.56                         227313.52                             65        No MI                                    100386000000000000                  0
     16801280                       2/1/2007              1980.61                         297455.97                             65        No MI                                    100386000000000000                  0
     16803059                       2/1/2007              1031.27                          158863.1                           79.5        No MI                                    100386000000000000                  0
     16806594                       2/1/2007              1185.55                         202411.32                             75        No MI                                    100386000000000000                  0
     16806599                       2/1/2007               618.49                          89479.86                             80        No MI                                    100386000000000000                  0
     16808316                       2/1/2007               402.75                          57557.25                             90        Radian Guaranty                          100386000000000000                  0
     16812505                       2/1/2007              2374.17                            325600                             80        No MI                                    100386000000000000                  0
     16818835                       2/1/2007               1756.4                          263783.6                             80        No MI                                    100386000000000000                  0
     16818872                       2/1/2007              1083.33                            200000                             50        No MI                                    100386000000000000                  0
     16823552                       2/1/2007               372.53                           51963.3                             80        No MI                                    100386000000000000                  0
     16823555                       2/1/2007                 1397                         194862.37                            100        PMI                                      100386000000000000                  0
     16847371                       2/1/2007              2632.99                         371730.76                             80        No MI                                    100386000000000000                  0
     16673404                       9/1/2006              7318.33                         946573.57                             80        No MI                                                                        0
     16673405                      10/1/2006              1470.86                         222948.61                    79.98999786        No MI                                                                        0
     16673406                      10/1/2006               920.77                         143158.59                    79.98000336        No MI                                                                        0
     16673407                      11/1/2006              1005.25                         172328.08                             80        No MI                                                                        0
     16673408                      11/1/2006              3836.46                         582020.53                             80        No MI                                                                        0
     16673409                      10/1/2006               773.65                         121831.07                             80        No MI                                                                        0
     16673411                      10/1/2006               939.73                         145507.23                    33.93000031        No MI                                                                        0
     16673412                      10/1/2006              1381.35                         199229.63                             80        No MI                                                                        0
     16673413                      11/1/2006              1408.92                            255200                             80        No MI                                                                        0
     16673414                      11/1/2006              3160.34                         497871.34                             80        No MI                                                                        0
     16673415                      10/1/2006               969.65                         148849.11                    79.09999847        No MI                                                                        0
     16673416                      10/1/2006              1660.41                         254818.09                             80        No MI                                                                        0
     16673417                      10/1/2006              2695.12                         429978.03                    66.05999756        No MI                                                                        0
     16673418                      10/1/2006              1701.31                         278625.33                             80        No MI                                                                        0
     16673419                      10/1/2006                898.4                         132810.41                    79.98000336        No MI                                                                        0
     16673420                      11/1/2006              2838.61                         453300.84                    72.80000305        No MI                                                                        0
     16673421                      11/1/2006                 1197                            212800                             80        No MI                                                                        0
     16673422                      11/1/2006              1032.04                          156567.5                             90        GE Capital MI                                                                0
     16673424                      11/1/2006              4364.43                         687982.76                             80        No MI                                                                        0
     16673425                      11/1/2006              3559.37                         533230.44                    76.16999817        No MI                                                                        0
     16673426                      11/1/2006               776.48                            143350                    79.98999786        No MI                                                                        0
     16673427                      11/1/2006               720.67                         128119.24                             95        GE Capital MI                                                                0
     16673428                      11/1/2006               718.03                         113155.87                             80        No MI                                                                        0
     16673429                      11/1/2006              2892.02                         467903.32                    78.27999878        No MI                                                                        0
     16673430                      11/1/2006               581.14                          89288.79                             80        No MI                                                                        0
     16673431                      11/1/2006              2697.98                          448194.6                    76.91999817        No MI                                                                        0
     16673432                       9/1/2006              1425.88                            268400                             80        No MI                                                                        0
     16673433                      10/1/2006              1012.67                            173600                             80        No MI                                                                        0
     16673434                      10/1/2006              1322.49                         203012.27                    79.98999786        No MI                                                                        0
     16673435                      11/1/2006              2808.43                         428151.35                    74.77999878        No MI                                                                        0
     16673436                      10/1/2006               1457.4                         223719.12                    79.98999786        No MI                                                                        0
     16673437                      11/1/2006                693.5                            116800                             80        No MI                                                                        0
     16673438                      10/1/2006              1601.04                            290000                    73.41999817        No MI                                                                        0
     16673439                      11/1/2006              1285.28                         194986.81                    55.90000153        No MI                                                                        0
     16673440                      10/1/2006               816.67                            140000                             80        No MI                                                                        0
     16673441                      10/1/2006               895.88                         142927.88                             80        No MI                                                                        0
     16673442                      10/1/2006              1451.67                         211932.71                             80        No MI                                                                        0
     16673443                      10/1/2006              1680.19                            298700                    79.98000336        No MI                                                                        0
     16673444                      10/1/2006              1300.72                         197158.69                             80        No MI                                                                        0
     16673445                      10/1/2006                 3133                            578400                             80        No MI                                                                        0
     16673446                      10/1/2006              4697.53                         739701.06                             80        No MI                                                                        0
     16673447                      11/1/2006              5890.86                         916726.22                             80        No MI                                                                        0
     16673448                      11/1/2006                660.8                         102832.73                             80        No MI                                                                        0
     16673449                      10/1/2006              1140.47                            202750                    73.45999908        No MI                                                                        0
     16673450                      11/1/2006              6485.98                         995806.85                    76.91999817        No MI                                                                        0
     16673451                      11/1/2006              3569.71                         585198.36                             80        No MI                                                                        0
     16673452                      11/1/2006              5520.83                           1000000                    60.61000061        No MI                                                                        0
     16695528                      12/1/2006              3397.84                         604060.99                    70.90000153        No MI                                    100020000000000000                  0
     16706588                      12/1/2006               1975.9                         220105.34                             90        PMI                                      100185000000000000                  0
     16706695                      12/1/2006               533.75                             84000                             70        No MI                                    100031000000000000                  0
     16707136                      12/1/2006              1118.89                         161627.92                             80        No MI                                    100057000000000000                  0
     16707921                      12/1/2006               747.66                            123750                             75        No MI                                    100125000000000000                  0
     16708234                       2/1/2007              5536.18                         719563.82                             80        No MI                                    100252000000000000                  0
     16709484                       1/1/2007              1478.89                         211899.99                    79.98999786        No MI                                    100158000000000000                  0
     16709890                       1/1/2007              1463.44                            234150                    79.98999786        No MI                                    100196000000000000                  0
     16710043                       1/1/2007               663.75                            108000                             80        No MI                                    100071000000000000                  0
     16710684                      12/1/2006               920.31                            155000                    69.19999695        No MI                                    100315000000000000                  0
     16710753                       1/1/2007              1672.71                            259000                    72.95999908        No MI                                    100233000000000000                  0
     16711094                       1/1/2007               773.56                         111829.02                             80        No MI                                                                        0
     16713962                       2/1/2007               552.93                          73553.07                             80        No MI                                    100196000000000000                  0
     16713977                      12/1/2006                962.5                            168000                             80        No MI                                    100100000000000000                  0
     16714017                      12/1/2006               810.08                         110176.28                             80        No MI                                    100030000000000000                  0
     16717273                       2/1/2007              1832.93                         275278.18                             80        No MI                                    100030000000000000                  0
     16717517                       1/1/2007                 1625                            240000                             80        No MI                                    100233000000000000                  0
     16717609                       1/1/2007               622.76                            108700                    79.98999786        No MI                                    100424000000000000                  0
     16717797                       2/1/2007              2057.25                            340511                             80        No MI                                    100057000000000000                  0
     16718257                       1/1/2007                  865                         126601.57                             80        No MI                                    100150000000000000                  0
     16718259                       1/1/2007              1415.94                            226550                    79.98999786        No MI                                    100424000000000000                  0
     16718523                       1/1/2007              1115.59                         171702.99                             80        No MI                                    100057000000000000                  0
     16718800                       1/1/2007              1761.33                            313125                             80        No MI                                    100071000000000000                  0
     16718887                       1/1/2007               653.74                           93357.8                    78.90000153        No MI                                    100125000000000000                  0
     16718924                       1/1/2007               433.11                          64917.07                    64.97000122        No MI                                    100022000000000000                  0
     16718927                       1/1/2007                798.3                         126071.02                    79.98999786        No MI                                    100022000000000000                  0
     16722141                       2/1/2007               519.14                          76040.63                    74.94999695        No MI                                    100021000000000000                  0
     16722168                       2/1/2007               303.11                          43317.83                    74.95999908        No MI                                    100213000000000000                  0
     16723147                      11/1/2006              5269.53                            712500                             75        No MI                                    100128000000000000                  0
     16723787                       1/1/2007               353.47                          48682.68                             75        No MI                                    100252000000000000                  0
     16723878                       1/1/2007               558.85                           83861.9                             80        No MI                                    100032000000000000                  0
     16728410                      12/1/2006              1017.67                            137600                             80        No MI                                    100074000000000000                  0
     16728820                       1/1/2007              1138.58                         168728.91                             80        No MI                                    100057000000000000                  0
     16728824                       1/1/2007              1433.66                         209831.11                             80        No MI                                    100057000000000000                  0
     16729402                       1/1/2007              1097.27                         168883.14                             80        No MI                                    100052000000000000                  0
     16729733                       1/1/2007               848.95                         118331.13                             75        No MI                                    100130000000000000                  0
     16729864                       2/1/2007              1391.25                            212000                             80        No MI                                    100366000000000000                  0
     16731493                       1/1/2007               853.04                         121351.57                    69.70999908        No MI                                    100081000000000000                  0
     16731677                       1/1/2007              1575.67                            260800                             80        No MI                                    100213000000000000                  0
     16732030                       2/1/2007              1203.57                         167881.43                            100        PMI                                      100075000000000000                  0
     16732060                       9/1/2006               683.93                         102373.74                    27.04999924        No MI                                    100010000000000000                  0
     16765068                      10/1/2006              1021.64                         121096.03                             90        PMI                                      100206000000000000                  0
     16765404                       1/1/2007               842.82                            113363                             80        No MI                                    100032000000000000                  0
     16765480                       1/1/2007              1032.33                         147916.17                    79.52999878        No MI                                    100032000000000000                  0
     16765556                       1/1/2007               698.97                         106220.71                             80        No MI                                    100064000000000000                  0
     16768056                       1/1/2007              2288.83                            354400                             80        No MI                                    100234000000000000                  0
     16768095                       1/1/2007               1473.5                         215661.98                             80        No MI                                    100032000000000000                  0
     16768373                       1/1/2007              1586.17                            245600                             80        No MI                                    100032000000000000                  0
     16768435                       2/1/2007              1403.84                         227783.66                             80        No MI                                    100030000000000000                  0
     16770514                       2/1/2007              1069.81                         160668.19                             80        No MI                                    100285000000000000                  0
     16770639                       2/1/2007               523.78                          54980.39                            100        PMI                                      100130000000000000                  0
     16770767                       1/1/2007              1439.14                         249464.22                           62.5        No MI                                    100063000000000000                  0
     16770769                       2/1/2007               927.76                         135893.91                             80        No MI                                    100183000000000000                  0
     16770810                       1/1/2007                864.5                            145600                             70        No MI                                    100031000000000000                  0
     16770972                       2/1/2007                 1060                            192000                             80        No MI                                    100400000000000000                  0
     16770999                       1/1/2007              1100.01                         160997.66                             75        No MI                                    100032000000000000                  0
     16771075                       1/1/2007               751.66                         131199.33                             80        No MI                                    100307000000000000                  0
     16771085                       2/1/2007              1799.11                         269513.97                             80        No MI                                    100429000000000000                  0
     16771226                       2/1/2007               955.05                         139890.78                             80        No MI                                    100022000000000000                  0
     16771283                       1/1/2007              1681.74                         255568.62                             80        No MI                                    100096000000000000                  0
     16771313                       2/1/2007                 1430                            264000                    79.51999664        No MI                                    100075000000000000                  0
     16771362                       1/1/2007              1099.14                            170190                             90        PMI                                      100015000000000000                  0
     16771777                       2/1/2007              2989.03                         454617.74                    61.06999969        No MI                                    100279000000000000                  0
     16771875                       1/1/2007               824.46                         104678.98                             80        No MI                                    100031000000000000                  0
     16771884                       1/1/2007              1286.16                            176388                             80        No MI                                    100031000000000000                  0
     16772078                       1/1/2007              1172.62                            190800                             80        No MI                                    100057000000000000                  0
     16772083                       1/1/2007               893.42                         119586.97                    60.43999863        No MI                                    100068000000000000                  0
     16772477                       2/1/2007              3097.13                         489557.04                    69.90000153        No MI                                    100075000000000000                  0
     16772487                       2/1/2007               784.47                         109422.72                             75        No MI                                    100404000000000000                  0
     16772489                       2/1/2007              1719.39                         239830.61                             80        No MI                                    100054000000000000                  0
     16774901                       1/1/2007               396.45                          57312.37                             70        No MI                                    100076000000000000                  0
     16774931                       1/1/2007               808.46                         119807.51                             80        No MI                                    100404000000000000                  0
     16774932                       1/1/2007               567.48                          72873.53                             80        No MI                                    100307000000000000                  0
     16775149                       1/1/2007               671.26                             98246                             80        No MI                                    100078000000000000                  0
     16775193                       1/1/2007              1113.71                         153387.89                             80        No MI                                    100021000000000000                  0
     16775237                       1/1/2007               1318.2                         183739.42                             80        No MI                                    100130000000000000                  0
     16775317                       1/1/2007               937.07                         130614.76                             80        No MI                                    100031000000000000                  0
     16775438                       2/1/2007                955.2                         138194.77                    79.98999786        No MI                                    100022000000000000                  0
     16775443                       2/1/2007                797.5                            132000                             80        No MI                                    100031000000000000                  0
     16775472                       1/1/2007               923.67                          124236.7                             80        No MI                                    100022000000000000                  0
     16775552                      11/1/2006              1099.22                            157500                             75        No MI                                    100255000000000000                  0
     16776575                       2/1/2007              1264.77                         194118.11                             75        No MI                                    100178000000000000                  0
     16776739                       1/1/2007              2662.92                            332000                             80        No MI                                    100152000000000000                  0
     16776764                       2/1/2007              1020.85                         145891.65                    79.77999878        No MI                                    100075000000000000                  0
     16776835                       1/1/2007              1376.32                         182965.56                             80        No MI                                    100076000000000000                  0
     16776859                       1/1/2007               698.17                             94400                             80        No MI                                    100074000000000000                  0
     16776890                       1/1/2007                  366                          47542.13                             70        No MI                                    100331000000000000                  0
     16777006                       1/1/2007                 1890                            336000                    79.80999756        No MI                                    100031000000000000                  0
     16777063                       1/1/2007              2797.07                         367540.93                             80        No MI                                    100099000000000000                  0
     16777154                       2/1/2007               3087.5                            520000                             80        No MI                                    100271000000000000                  0
     16778268                       2/1/2007              1189.49                         151113.01                             80        No MI                                    100188000000000000                  0
     16778287                       1/1/2007               2208.8                         331454.13                             80        No MI                                    100022000000000000                  0
     16778382                      12/1/2006              1352.17                            212800                             80        No MI                                    100193000000000000                  0
     16778386                       1/1/2007               1065.9                            134640                             80        No MI                                    100031000000000000                  0
     16778395                      12/1/2006              1352.17                            212800                             80        No MI                                    100193000000000000                  0
     16778497                       1/1/2007               859.92                            139920                             80        No MI                                    100238000000000000                  0
     16778529                       1/1/2007                 1250                            200000                             80        No MI                                    100271000000000000                  0
     16778600                       1/1/2007              1129.33                         193599.23                             80        No MI                                    100229000000000000                  0
     16778695                       2/1/2007               867.15                          131889.1                             80        No MI                                    100075000000000000                  0
     16778785                       2/1/2007              1767.14                         268774.01                    59.77999878        No MI                                    100031000000000000                  0
     16778823                       1/1/2007              1112.75                         146217.36                             80        No MI                                    100022000000000000                  0
     16779004                       1/1/2007               848.43                         130584.12                    56.66999817        No MI                                    100057000000000000                  0
     16780699                      12/1/2006                 1750                            224000                             80        No MI                                    100239000000000000                  0
     16780705                       1/1/2007              1481.65                         215786.22                    75.79000092        No MI                                    100022000000000000                  0
     16780751                       1/1/2007               871.12                         111867.28                             80        No MI                                    100252000000000000                  0
     16780805                       1/1/2007              1856.25                            324000                             80        No MI                                    100047000000000000                  0
     16780892                       2/1/2007              1357.88                            241400                    94.66999817        PMI                                      100178000000000000                  0
     16780893                       1/1/2007                  850                            120000                             80        No MI                                    100031000000000000                  0
     16780929                       1/1/2007               809.48                         106367.14                             75        No MI                                    100086000000000000                  0
     16780952                       1/1/2007                646.7                          94650.79                             80        No MI                                    100229000000000000                  0
     16780966                       1/1/2007               622.23                           79905.2                             80        No MI                                    100404000000000000                  0
     16781308                      11/1/2006               756.15                         118999.99                             70        No MI                                    100032000000000000                  0
     16784612                       1/1/2007              1118.74                         159761.78                             80        No MI                                    100307000000000000                  0
     16784662                       2/1/2007              2233.56                         339714.36                    39.77000046        No MI                                    100078000000000000                  0
     16784775                      12/1/2006               928.09                         127733.99                    77.58000183        No MI                                    100029000000000000                  0
     16784973                       2/1/2007               522.09                          67858.87                    79.98000336        No MI                                    100022000000000000                  0
     16786273                       1/1/2007              1251.25                            214500                             65        No MI                                    100271000000000000                  0
     16788469                       1/1/2007               547.96                          73703.13                             90        PMI                                      100031000000000000                  0
     16788617                       2/1/2007              3629.06                            553000                             70        No MI                                    100152000000000000                  0
     16788683                       2/1/2007               915.34                         134074.32                             80        No MI                                    100177000000000000                  0
     16788684                       1/1/2007               664.45                            101250                             75        No MI                                    100099000000000000                  0
     16788701                       1/1/2007               503.43                          71892.24                             80        No MI                                    100099000000000000                  0
     16788770                       2/1/2007              1230.62                         175869.38                             80        No MI                                    100081000000000000                  0
     16788785                       1/1/2007               774.86                         105457.81                             80        No MI                                    100126000000000000                  0
     16788859                       2/1/2007               904.89                         124714.11                             80        No MI                                    100032000000000000                  0
     16788911                       2/1/2007              2516.51                         387657.95                             80        No MI                                    100057000000000000                  0
     16788926                       1/1/2007               391.56                          55916.62                             80        No MI                                    100022000000000000                  0
     16788988                       1/1/2007              1423.23                            210200                    79.98000336        No MI                                    100031000000000000                  0
     16789061                       1/1/2007              1650.15                         235648.61                             80        No MI                                    100056000000000000                  0
     16789068                      12/1/2006               545.92                          74249.24                             80        No MI                                    100039000000000000                  0
     16790477                       2/1/2007               828.81                         119908.69                             80        No MI                                    100064000000000000                  0
     16790697                       1/1/2007               616.69                          90258.53                             80        No MI                                    100213000000000000                  0
     16790708                       1/1/2007              1670.82                         247602.18                             80        No MI                                    100213000000000000                  0
     16790867                      12/1/2006              1961.47                          329578.9                    58.93000031        No MI                                    100046000000000000                  0
     16790930                       1/1/2007               1070.3                         162650.46                             95        PMI                                      100178000000000000                  0
     16790996                       2/1/2007               782.82                         110519.95                             70        No MI                                    100032000000000000                  0
     16791072                       1/1/2007              1407.93                         213958.86                             80        No MI                                    100032000000000000                  0
     16798376                       1/1/2007               792.73                         111837.36                             80        No MI                                    100047000000000000                  0
     16798410                       1/1/2007               980.76                         141783.23                             80        No MI                                    100031000000000000                  0
     16798525                       1/1/2007               965.69                         146752.29                             75        No MI                                    100074000000000000                  0
     16798590                       2/1/2007              1474.29                         196114.86                             80        No MI                                    100234000000000000                  0
     16798654                       1/1/2007               337.31                             51400                    64.98000336        No MI                                    100125000000000000                  0
     16798754                       2/1/2007               406.01                          52169.18                             90        Radian Guaranty                          100032000000000000                  0
     16798769                       2/1/2007               960.74                         151862.59                             80        No MI                                    100252000000000000                  0
     16798827                       2/1/2007               443.06                          63317.97                             95        Republic MIC                             100293000000000000                  0
     16798947                       2/1/2007               609.72                          90427.62                    66.54000092        No MI                                    100015000000000000                  0
     16798953                       1/1/2007               885.94                            135000                    64.29000092        No MI                                    100032000000000000                  0
     16801435                       2/1/2007              1432.82                         199858.85                             80        No MI                                    100272000000000000                  0
     16801469                       1/1/2007              1882.28                         228561.86                             80        No MI                                    100031000000000000                  0
     16801534                       2/1/2007                589.4                           86332.6                             90        Triad Guaranty                           100215000000000000                  0
     16801563                       1/1/2007              1229.77                         186884.56                             80        No MI                                    100125000000000000                  0
     16801577                       2/1/2007              2719.01                         374741.93                    76.52999878        No MI                                    100212000000000000                  0
     16801598                       1/1/2007                  924                            105600                             80        No MI                                    100031000000000000                  0
     16801599                       1/1/2007               1147.6                         195845.86                             80        No MI                                                                        0
     16801605                       1/1/2007              1454.15                         248160.89                             80        No MI                                    100063000000000000                  0
     16801732                       1/1/2007               565.49                          76060.02                             80        No MI                                    100031000000000000                  0
     16801800                       2/1/2007              1750.03                         224867.16                             90        Republic MIC                             100076000000000000                  0
     16801856                       2/1/2007              2731.25                            380000                             80        No MI                                    100032000000000000                  0
     16801870                       1/1/2007              1609.48                         244587.16                    69.01000214        No MI                                    100208000000000000                  0
     16801884                       2/1/2007              2233.33                            320000                             80        No MI                                    100032000000000000                  0
     16803358                       1/1/2007               687.24                         119954.45                             80        No MI                                                                        0
     16803696                       2/1/2007               710.57                          97932.56                             70        No MI                                    100078000000000000                  0
     16803715                       1/1/2007               1003.5                            178400                             80        No MI                                    100047000000000000                  0
     16803794                       1/1/2007              1194.15                         174776.06                    84.98000336        GE Capital MI                            100022000000000000                  0
     16803984                       2/1/2007              2332.02                         341583.32                    79.98999786        No MI                                    100424000000000000                  0
     16804078                       2/1/2007              1199.91                         184840.72                    89.80999756        Triad Guaranty                           100260000000000000                  0
     16806702                       2/1/2007              1278.44                         174346.82                             80        No MI                                    100429000000000000                  0
     16806832                       1/1/2007               767.28                         106948.33                             70        No MI                                    100432000000000000                  0
     16806918                      11/1/2006               968.57                         131642.17                             80        No MI                                    100146000000000000                  0
     16806922                      11/1/2006              1322.28                            215150                    79.98000336        No MI                                    100191000000000000                  0
     16807018                       2/1/2007              1132.07                         176644.01                             80        No MI                                    100279000000000000                  0
     16807061                      10/1/2006              1305.12                         179372.47                             80        No MI                                    100020000000000000                  0
     16807063                       2/1/2007              4816.67                            680000                             80        No MI                                    100152000000000000                  0
     16807127                       1/1/2007               3852.5                            536000                             80        No MI                                    100255000000000000                  0
     16807271                       2/1/2007              1255.99                            227500                             65        No MI                                    100099000000000000                  0
     16807281                       2/1/2007               427.54                          56215.04                             75        No MI                                    100099000000000000                  0
     16807331                       2/1/2007              3259.02                         443851.98                    74.98999786        No MI                                                                        0
     16807372                       2/1/2007              2283.75                            348000                             80        No MI                                    100078000000000000                  0
     16809201                       2/1/2007               384.54                          49410.81                             80        No MI                                    100437000000000000                  0
     16809212                       2/1/2007              1500.33                            257200                             70        No MI                                    100140000000000000                  0
     16809221                       2/1/2007               3107.5                            452000                             80        No MI                                    100152000000000000                  0
     16809235                       2/1/2007                972.9                         149870.85                             75        No MI                                    100279000000000000                  0
     16809280                       2/1/2007               979.25                         145233.77                             95        Republic MIC                             100076000000000000                  0
     16809291                       1/1/2007              1743.09                         261569.23                    64.69000244        No MI                                    100185000000000000                  0
     16809405                       2/1/2007               612.53                          85439.66                             95        PMI                                      100031000000000000                  0
     16809503                       2/1/2007              1339.65                            225625                             95        GE Capital MI                            100057000000000000                  0
     16809538                       2/1/2007               622.23                          79952.77                             80        No MI                                    100032000000000000                  0
     16809581                       2/1/2007               628.91                             87500                             70        No MI                                    100078000000000000                  0
     16809591                       2/1/2007               445.56                          55968.61                    76.70999908        No MI                                    100078000000000000                  0
     16809592                       2/1/2007               505.84                          76935.31                    53.09999847        No MI                                    100124000000000000                  0
     16809614                       2/1/2007              3116.67                            544000                             80        No MI                                    100311000000000000                  0
     16809619                       2/1/2007               893.23                         123107.22                             80        No MI                                    100022000000000000                  0
     16809737                       2/1/2007              2783.26                          388225.8                             70        No MI                                    100219000000000000                  0
     16809741                       2/1/2007              1195.17                         175063.33                    79.63999939        No MI                                    100075000000000000                  0
     16809832                       1/1/2007               812.08                         111845.33                             80        No MI                                    100039000000000000                  0
     16813590                       2/1/2007               651.67                          99116.66                             80        No MI                                    100071000000000000                  0
     16814112                       2/1/2007              1159.99                          167822.2                    79.98000336        No MI                                    100022000000000000                  0
     16814197                       2/1/2007               889.56                         130298.27                             80        No MI                                    100099000000000000                  0
     16814201                       2/1/2007               2047.5                            364000                             80        No MI                                    100032000000000000                  0
     16814211                       2/1/2007              1659.33                            209600                             80        No MI                                    100031000000000000                  0
     16814235                       2/1/2007              1659.33                            209600                             80        No MI                                    100031000000000000                  0
     16814242                       2/1/2007               500.25                             82800                             80        No MI                                    100071000000000000                  0
     16814355                       2/1/2007               505.87                             68400                             90        PMI                                      100194000000000000                  0
     16819061                       1/1/2007              3656.46                         535161.22                             80        No MI                                                                        0
     16819124                       2/1/2007                  805                            112000                             80        No MI                                    100031000000000000                  0
     16819141                       2/1/2007              1760.94                            245000                             70        No MI                                    100031000000000000                  0
     16819202                       5/1/2006              1569.04                            255302                             80        No MI                                    100415000000000000                  0
     16819241                       1/1/2007              1306.69                         167800.91                             80        No MI                                    100031000000000000                  0
     16819366                       2/1/2007               532.45                             74080                             80        No MI                                    100031000000000000                  0
     16819375                       2/1/2007              4986.67                            704000                             80        No MI                                    100152000000000000                  0
     16819498                       2/1/2007               527.68                          76341.86                             80        No MI                                    100068000000000000                  0
     16819559                       2/1/2007              1632.85                         251533.24                             95        Radian Guaranty                          100030000000000000                  0
     16819577                      12/1/2006               770.83                            100000                             80        No MI                                    100031000000000000                  0
     16819608                       2/1/2007                 1300                            166400                             80        No MI                                    100031000000000000                  0
     16819652                       1/1/2007              1766.84                         256254.84                    84.91999817        GE Capital MI                            100071000000000000                  0
     16819672                       2/1/2007                 1458                            259200                             80        No MI                                    100071000000000000                  0
     16819718                       2/1/2007               1400.5                          202617.7                    77.84999847        No MI                                    100057000000000000                  0
     16819776                       2/1/2007               387.53                          50369.47                             80        No MI                                    100047000000000000                  0
     16819784                       2/1/2007               387.53                          50369.47                             80        No MI                                    100047000000000000                  0
     16823735                       2/1/2007              2513.82                         323009.18                             80        No MI                                    100204000000000000                  0
     16823897                       2/1/2007              1248.06                         185101.86                             95        Mortgage Guaranty In                     100078000000000000                  0
     16823919                       1/1/2007                 1035                            184000                             80        No MI                                    100016000000000000                  0
     16824152                       2/1/2007               974.32                         135904.01                             80        No MI                                    100022000000000000                  0
     16824344                       2/1/2007              1209.01                            196720                             80        No MI                                    100147000000000000                  0
     16824359                       2/1/2007               1898.4                         339471.16                             80        No MI                                    100057000000000000                  0
     16826538                       2/1/2007              2621.15                         398664.79                             95        PMI                                      100074000000000000                  0
     16826554                       2/1/2007               675.32                         102713.64                    41.81999969        No MI                                    100279000000000000                  0
     16826565                       2/1/2007              1382.43                         215709.52                    70.79000092        No MI                                    100204000000000000                  0
     16826579                       2/1/2007               843.18                         129888.07                    41.93999863        No MI                                    100031000000000000                  0
     16826652                       2/1/2007              1287.58                         195835.34                             80        No MI                                    100074000000000000                  0
     16826766                      12/1/2006               697.18                          98284.76                    79.69000244        No MI                                    100183000000000000                  0
     16826812                       2/1/2007                 1051                         155875.25                             80        No MI                                    100271000000000000                  0
     16826939                       2/1/2007              1573.33                            256000                             80        No MI                                    100107000000000000                  0
     16826958                       2/1/2007               979.62                         152856.02                             80        No MI                                    100216000000000000                  0
     16832877                       2/1/2007              2613.37                         335801.63                             80        No MI                                    100295000000000000                  0
     16832891                       2/1/2007              2295.83                            380000                             80        No MI                                    100183000000000000                  0
     16832932                       2/1/2007               663.92                            102800                             80        No MI                                    100392000000000000                  0
     16832961                       2/1/2007              1746.37                          255800.3                             80        No MI                                    100071000000000000                  0
     16833114                       2/1/2007              2989.03                         454617.74                             65        No MI                                    100183000000000000                  0
     16835206                       2/1/2007              1103.62                         145109.75                             80        No MI                                    100022000000000000                  0
     16835208                      12/1/2006               627.48                          90641.34                    69.95999908        No MI                                    100017000000000000                  0
     16835246                       2/1/2007              2389.06                            417000                    79.43000031        No MI                                    100166000000000000                  0
     16835324                       2/1/2007              2627.72                         399663.95                    47.06000137        No MI                                    100285000000000000                  0
     16835371                       2/1/2007              3131.11                         464378.34                             65        No MI                                    100389000000000000                  0
     16835412                       2/1/2007                  670                             96000                             80        No MI                                    100031000000000000                  0
     16835619                       2/1/2007              2661.21                         399672.12                    78.43000031        No MI                                    100386000000000000                  0
     16835644                       2/1/2007                 2250                            360000                             80        No MI                                    100178000000000000                  0
     16835651                       2/1/2007               523.77                          73946.44                             80        No MI                                    100252000000000000                  0
     16835697                       2/1/2007               1389.4                         211322.32                             90        GE Capital MI                            100216000000000000                  0
     16835739                       2/1/2007               841.08                         115920.17                             80        No MI                                    100032000000000000                  0
     16835885                       2/1/2007               809.58                            116000                    67.05000305        No MI                                    100059000000000000                  0
     16835896                       2/1/2007              2634.56                         449802.94                    55.56000137        No MI                                    100425000000000000                  0
     16838779                       1/1/2007              2128.39                         311511.75                             80        No MI                                    100099000000000000                  0
     16838822                       2/1/2007                 3400                            544000                             80        No MI                                    100022000000000000                  0
     16838940                       2/1/2007              2078.03                         341667.59                    53.86000061        No MI                                    100285000000000000                  0
     16839033                       2/1/2007              1155.68                         157394.32                             90        PMI                                      100216000000000000                  0
     16839080                       2/1/2007                970.3                          149471.2                             80        No MI                                    100071000000000000                  0
     16839126                       2/1/2007              1663.19                         223853.48                             80        No MI                                    100022000000000000                  0
     16839150                       2/1/2007               804.29                         116361.39                    79.98999786        No MI                                    100099000000000000                  0
     16839157                       2/1/2007                  945                            168000                             80        No MI                                    100032000000000000                  0
     16839337                       1/1/2007              2335.42                            380000                             80        No MI                                    100039000000000000                  0
     16839663                       2/1/2007              2122.21                          314748.1                          78.75        No MI                                    100068000000000000                  0
     16839708                       2/1/2007              1148.02                         176847.61                    70.80000305        No MI                                    100071000000000000                  0
     16839715                       2/1/2007              1454.63                            205360                             80        No MI                                                                        0
     16839747                       2/1/2007               2030.9                         308890.27                             90        GE Capital MI                            100424000000000000                  0
     16839761                       2/1/2007              1082.08                            196000                             80        No MI                                    100068000000000000                  0
     16839804                       2/1/2007               504.93                          70430.25                             80        No MI                                    100229000000000000                  0
     16840001                       2/1/2007              1764.17                            292000                             80        No MI                                    100099000000000000                  0
     16840009                       2/1/2007               709.95                          94439.74                             90        Republic MIC                             100076000000000000                  0
     16840019                       2/1/2007               552.08                          77943.55                             80        No MI                                    100183000000000000                  0
     16840070                       2/1/2007                707.4                          91944.27                             80        No MI                                    100032000000000000                  0
     16840118                       2/1/2007              1122.92                            196000                             80        No MI                                    100078000000000000                  0
     16840218                       2/1/2007              3033.33                            520000                    76.47000122        No MI                                    100194000000000000                  0
     16840245                       2/1/2007              1052.66                            180456                             80        No MI                                    100288000000000000                  0
     16840257                      12/1/2006              2776.04                         438002.42                             80        No MI                                    100246000000000000                  0
     16844302                       2/1/2007                  930                            148800                             80        No MI                                    100074000000000000                  0
     16844501                       2/1/2007                 1575                            240000                             80        No MI                                    100152000000000000                  0
     16844506                       2/1/2007               786.96                          104684.2                             80        No MI                                    100032000000000000                  0
     16844610                       2/1/2007              2558.08                         365578.48                    79.98999786        No MI                                    100177000000000000                  0
     16844740                       2/1/2007              1282.49                         187853.34                             80        No MI                                    100074000000000000                  0
     16844748                       2/1/2007              1282.49                         187853.34                             80        No MI                                    100074000000000000                  0
     16845615                       2/1/2007               795.45                            103193                             80        No MI                                    100031000000000000                  0
     16845653                       2/1/2007              2109.58                            332000                             80        No MI                                    100234000000000000                  0
     16845910                      10/1/2006               643.28                          91654.32                             80        No MI                                    100022000000000000                  0
     16845939                       2/1/2007              2925.42                            476000                             80        No MI                                    100152000000000000                  0
     16845947                       2/1/2007                 2145                            312000                             80        No MI                                    100152000000000000                  0
     16845971                      11/1/2006              2307.34                         395543.82                             80        No MI                                    100022000000000000                  0
     16845981                       9/1/2006               1939.6                         310335.68                             80        No MI                                    100022000000000000                  0
     16845987                       7/1/2006                512.4                          77465.17                    79.58999634        No MI                                    100022000000000000                  0
     16846100                       2/1/2007                 1214                         184644.75                             80        No MI                                    100150000000000000                  0
     16846175                       2/1/2007               622.96                          83845.11                    79.98000336        No MI                                                                        0
     16846249                       2/1/2007              2956.18                         449621.95                    29.03000069        No MI                                    100194000000000000                  0
     16847526                       2/1/2007               976.71                         143063.31                             75        No MI                                    100436000000000000                  0
     16847560                       2/1/2007                 1046                            125520                             80        No MI                                    100031000000000000                  0
     16847576                       2/1/2007              2497.92                            436000                    72.66999817        No MI                                    100221000000000000                  0
     16847591                       2/1/2007               979.33                            117520                             80        No MI                                    100031000000000000                  0
     16847776                       2/1/2007              3865.64                         595486.86                             80        No MI                                    100116000000000000                  0
     16847833                       2/1/2007               1512.5                            264000                             80        No MI                                    100234000000000000                  0
     16847952                       2/1/2007              1591.01                         258154.82                             80        No MI                                    100108000000000000                  0
     16848071                       1/1/2007               868.99                         107881.58                    74.48000336        No MI                                    100239000000000000                  0
     16848990                       1/1/2007               594.55                          83878.01                             80        No MI                                    100054000000000000                  0
     16849173                       2/1/2007              1152.56                         179841.19                    41.86000061        No MI                                    100074000000000000                  0
     16849204                       2/1/2007               633.06                          92727.61                             80        No MI                                    100078000000000000                  0
     16849288                       2/1/2007                 1495                            276000                             80        No MI                                    100072000000000000                  0
     16849321                       2/1/2007              4354.17                            760000                             80        No MI                                    100074000000000000                  0
     16849357                       2/1/2007              1021.65                         147807.44                             80        No MI                                    100022000000000000                  0
     16849412                       2/1/2007                 1475                            236000                             80        No MI                                    100152000000000000                  0
     16851063                       2/1/2007              2237.54                         327744.13                             80        No MI                                    100234000000000000                  0
     16851915                       2/1/2007              2314.08                            396700                             80        No MI                                    100218000000000000                  0
     16852255                      12/1/2006               740.36                         105646.77                             80        No MI                                    100029000000000000                  0
     16852272                       2/1/2007               653.37                          91135.63                             80        No MI                                    100178000000000000                  0
     16852332                       2/1/2007              1253.75                            236000                             80        No MI                                                                        0
     16852736                       2/1/2007               839.58                            155000                    59.04999924        No MI                                    100072000000000000                  0
     16852750                       2/1/2007               2047.5                            364000                             80        No MI                                    100072000000000000                  0
     16852807                       2/1/2007               408.75                           57708.2                             70        No MI                                    100437000000000000                  0
     16852822                       2/1/2007               408.75                           57708.2                             70        No MI                                    100437000000000000                  0
     16852825                       2/1/2007                 1181                            231379                             80        No MI                                    100022000000000000                  0
     16852956                       2/1/2007               570.77                          87924.23                    43.34999847        No MI                                    100074000000000000                  0
     16853079                       2/1/2007              1048.38                         171132.45                             80        No MI                                    100178000000000000                  0
     16853104                       1/1/2007               714.53                         108584.72                             80        No MI                                    100029000000000000                  0
     16853110                      12/1/2006              1126.55                         142951.05                             80        No MI                                    100029000000000000                  0
     16853113                       1/1/2007               604.66                          91888.91                             80        No MI                                    100016000000000000                  0
     16853176                       2/1/2007              2095.94                         357843.23                    49.72000122        No MI                                    100074000000000000                  0
     16853316                       2/1/2007              2149.31                            382100                             80        No MI                                    100032000000000000                  0
     16853382                       2/1/2007              1809.13                         235141.47                             70        No MI                                    100307000000000000                  0
     16856433                       2/1/2007              1197.25                         182096.89                             75        No MI                                    100032000000000000                  0
     16856451                       2/1/2007              1133.44                            201500                    64.79000092        No MI                                    100072000000000000                  0
     16856471                       2/1/2007              1347.24                         202334.01                             80        No MI                                    100279000000000000                  0
     16856484                       2/1/2007              2528.27                          399638.4                    38.43000031        No MI                                    100140000000000000                  0
     16856618                       2/1/2007              1398.43                         199851.57                             80        No MI                                    100032000000000000                  0
     16856737                       2/1/2007               737.73                         102903.32                             80        No MI                                    100047000000000000                  0
     16856915                       2/1/2007              3972.14                         560793.82                             80        No MI                                    100108000000000000                  0
     16857309                       2/1/2007              3539.81                            539400                             80        No MI                                                                        0
     16857350                       2/1/2007              1303.91                         193385.23                             80        No MI                                    100189000000000000                  0
     16857485                       2/1/2007              1668.33                            308000                    75.68000031        No MI                                    100068000000000000                  0
     16857659                       2/1/2007              1158.19                         203904.31                    76.98000336        No MI                                    100087000000000000                  0
     16859197                       1/1/2007              1786.57                         246059.75                             80        No MI                                    100032000000000000                  0
     16859454                       2/1/2007               175.17                          25979.21                    72.22000122        No MI                                    100252000000000000                  0
     16859481                      12/1/2006                 4165                            588000                             80        No MI                                    100022000000000000                  0
     16859546                       2/1/2007               576.33                            106400                             80        No MI                                    100185000000000000                  0
     16962998                       2/1/2007              1652.22                         295448.53                             80        No MI                                    100063000000000000                  0
     16963215                       2/1/2007              3032.96                         495084.58                             80        No MI                                    100063000000000000                  0
     16963251                       2/1/2007              1070.55                         154882.05                           77.5        No MI                                    100054000000000000                  0
     16963314                       2/1/2007              1937.81                            344500                             65        No MI                                    100066000000000000                  0
     16963319                       2/1/2007               694.98                          95784.04                    79.27999878        No MI                                    100054000000000000                  0
     16965164                       1/1/2007              2531.03                         404945.49                             70        No MI                                    100063000000000000                  0
     16965219                       2/1/2007              1286.26                         203316.03                    50.88000107        No MI                                    100074000000000000                  0
     16965279                       2/1/2007                275.6                          40368.48                             80        No MI                                    100252000000000000                  0
     16965379                       2/1/2007              1200.93                         189828.24                    45.77999878        No MI                                    100046000000000000                  0
     16965477                      12/1/2006               944.45                         127246.83                             85        No MI                                    100022000000000000                  0
     16965537                       2/1/2007              1783.64                         274763.24                    63.95000076        No MI                                    100194000000000000                  0
     16965664                      11/1/2006               569.81                          82246.57                             75        No MI                                    100307000000000000                  0
     16968209                       2/1/2007               1158.8                         171862.45                             80        No MI                                    100054000000000000                  0
     16968310                       2/1/2007               449.47                          72930.74                    63.99000168        No MI                                    100074000000000000                  0
     16970411                       2/1/2007              1633.54                         233451.62                             75        No MI                                    100072000000000000                  0
     16834976                       2/1/2007              1896.11                         284766.39                    69.51000214        No MI                                    100386000000000000                  0
     16843924                       2/1/2007               875.69                         142943.58                             65        No MI                                    100386000000000000                  0
     16847344                       2/1/2007              1837.12                         299881.63                    68.18000031        No MI                                    100386000000000000                  0
     16812414                       2/1/2007              2147.99                         306972.01                             80        No MI                                    100386000000000000                  0
     16818956                       2/1/2007                  720                            115200                             80        No MI                                    100386000000000000                  0


   LOAN_ID                 NEXT_RATE_ADJ_DATE1                 MAX_RATE              MIN_RATE               PER_RATE_CAP               GROUP_ID                 LIEN
   -------                 -------------------                 --------              --------               ------------               --------                 ----
     16859986                                                            6                     0                            0        G01                   First Lien
     16860003                                                         5.25                     0                            0        G01                   First Lien
     16860014                                                          6.5                     0                            0        G01                   First Lien
     16860020                                                          6.5                     0                            0        G01                   First Lien
     16860040                                                          6.5                     0                            0        G01                   First Lien
     16860054                                                        6.375                     0                            0        G01                   First Lien
     16860057                                                        6.375                     0                            0        G01                   First Lien
     16860072                                                            6                     0                            0        G01                   First Lien
     16860080                                                          6.5                     0                            0        G01                   First Lien
     16860105                                                        6.375                     0                            0        G01                   First Lien
     16860107                                                        6.875                     0                            0        G01                   First Lien
     16860123                                                         6.25                     0                            0        G01                   First Lien
     16860132                                                        5.375                     0                            0        G01                   First Lien
     16860135                                                          6.5                     0                            0        G01                   First Lien
     16860137                                                        5.625                     0                            0        G01                   First Lien
     16860144                                                          6.5                     0                            0        G01                   First Lien
     16860149                                                         6.75                     0                            0        G01                   First Lien
     16860176                                                            6                     0                            0        G01                   First Lien
     16860183                                                          6.5                     0                            0        G01                   First Lien
     16860185                                                         6.75                     0                            0        G01                   First Lien
     16860202                                                         6.25                     0                            0        G01                   First Lien
     16860206                                                         5.75                     0                            0        G01                   First Lien
     16860209                                                          5.5                     0                            0        G01                   First Lien
     16860216                                                        6.625                     0                            0        G01                   First Lien
     16823231                                                          7.5                     0                            0        G01                   First Lien
     16823232                                                        7.375                     0                            0        G01                   First Lien
     16823242                                                        7.625                     0                            0        G01                   First Lien
     16807387                                                        7.875                     0                            0        G01                   First Lien
     16807403                                                        7.375                     0                            0        G01                   First Lien
     16807407                                                        7.125                     0                            0        G01                   First Lien
     16807413                                                         7.25                     0                            0        G01                   First Lien
     16807424                                                         6.75                     0                            0        G01                   First Lien
     16807437                                                          7.5                     0                            0        G01                   First Lien
     16807439                                                          7.5                     0                            0        G01                   First Lien
     16807441                                                         7.75                     0                            0        G01                   First Lien
     16807446                                                        6.875                     0                            0        G01                   First Lien
     16807459                                                        7.375                     0                            0        G01                   First Lien
     16807460                                                            7                     0                            0        G01                   First Lien
     16808053                                                         7.75                     0                            0        G01                   First Lien
     16808059                                                         7.75                     0                            0        G01                   First Lien
     16808065                                                            7                     0                            0        G01                   First Lien
     16808067                                                          6.5                     0                            0        G01                   First Lien
     16808071                                                        7.875                     0                            0        G01                   First Lien
     16808072                                                         7.25                     0                            0        G01                   First Lien
     16808074                                                          7.5                     0                            0        G01                   First Lien
     16808082                                                         7.25                     0                            0        G01                   First Lien
     16808083                                                            7                     0                            0        G01                   First Lien
     16808084                                                         6.75                     0                            0        G01                   First Lien
     16808089                                                          7.5                     0                            0        G01                   First Lien
     16808102                                                        6.875                     0                            0        G01                   First Lien
     16808118                                                          6.5                     0                            0        G01                   First Lien
     16671354                                                         8.25                     0                            0        G01                   First Lien
     16654029                                                          6.5                     0                            0        G01                   First Lien
     16859174                                                        6.875                     0                            0        G01                   First Lien
     16859996                                                         7.25                     0                            0        G01                   First Lien
     16838846                                                         8.25                     0                            0        G01                   First Lien
     16778763                                                          7.5                     0                            0        G01                   First Lien
     16655528                                                            7                     0                            0        G01                   First Lien
     16655536                                                        7.375                     0                            0        G01                   First Lien
     16646336                                                        7.375                     0                            0        G01                   First Lien
     16646185                                                        6.875                     0                            0        G01                   First Lien
     16641310                                                            7                     0                            0        G01                   First Lien
     16640814                               19000101                 7.875                     0                            0        G01                   First Lien
     16981541                                                         6.25                     0                            0        G01                   First Lien
     16980407                                                            7                     0                            0        G01                   First Lien
     16980425                                                          6.5                     0                            0        G01                   First Lien
     16980436                                                        6.875                     0                            0        G01                   First Lien
     16980440                                                         6.75                     0                            0        G01                   First Lien
     16980441                                                         6.75                     0                            0        G01                   First Lien
     16980451                                                         7.25                     0                            0        G01                   First Lien
     16979233                                                        7.875                     0                            0        G01                   First Lien
     16776588                                                         7.75                     0                            0        G01                   First Lien
     16979127                                                         7.75                     0                            0        G01                   First Lien
     16710604                                                        7.375                     0                            0        G01                   First Lien
     16709218                                                        6.625                     0                            0        G01                   First Lien
     16707560                                                            7                     0                            0        G01                   First Lien
     16628689                                                         6.75                     0                            0        G01                   First Lien
     16700036                                                          8.5                     0                            0        G01                   First Lien
     16860152                                                        6.875                     0                            0        G01                   First Lien
     16860156                                                        6.875                     0                            0        G01                   First Lien
     16860157                                                        6.125                     0                            0        G01                   First Lien
     16860159                                                        6.375                     0                            0        G01                   First Lien
     16860160                                                          6.5                     0                            0        G01                   First Lien
     16860164                                                        6.375                     0                            0        G01                   First Lien
     16860165                                                         6.75                     0                            0        G01                   First Lien
     16860167                                                          6.5                     0                            0        G01                   First Lien
     16860171                                                        5.875                     0                            0        G01                   First Lien
     16860173                                                        5.625                     0                            0        G01                   First Lien
     16860182                                                         5.75                     0                            0        G01                   First Lien
     16860184                                                        6.875                     0                            0        G01                   First Lien
     16860189                                                        6.375                     0                            0        G01                   First Lien
     16860191                                                        6.875                     0                            0        G01                   First Lien
     16860192                                                        6.375                     0                            0        G01                   First Lien
     16860193                                                          6.5                     0                            0        G01                   First Lien
     16860195                                                        6.375                     0                            0        G01                   First Lien
     16860203                                                            6                     0                            0        G01                   First Lien
     16860204                                                        6.625                     0                            0        G01                   First Lien
     16860205                                                          6.5                     0                            0        G01                   First Lien
     16860208                                                        6.625                     0                            0        G01                   First Lien
     16860211                                                         6.75                     0                            0        G01                   First Lien
     16860215                                                        6.375                     0                            0        G01                   First Lien
     16860036                                                        5.875                     0                            0        G01                   First Lien
     16860037                                                            6                     0                            0        G01                   First Lien
     16860039                                                        6.375                     0                            0        G01                   First Lien
     16860041                                                            6                     0                            0        G01                   First Lien
     16860043                                                        6.875                     0                            0        G01                   First Lien
     16860044                                                        6.875                     0                            0        G01                   First Lien
     16860046                                                         6.25                     0                            0        G01                   First Lien
     16860049                                                        6.375                     0                            0        G01                   First Lien
     16860050                                                        5.875                     0                            0        G01                   First Lien
     16860055                                                         5.75                     0                            0        G01                   First Lien
     16860056                                                        6.875                     0                            0        G01                   First Lien
     16860058                                                         6.25                     0                            0        G01                   First Lien
     16860059                                                         6.25                     0                            0        G01                   First Lien
     16860061                                                        6.625                     0                            0        G01                   First Lien
     16860062                                                        6.375                     0                            0        G01                   First Lien
     16860064                                                        6.375                     0                            0        G01                   First Lien
     16860068                                                            7                     0                            0        G01                   First Lien
     16860073                                                        6.375                     0                            0        G01                   First Lien
     16860077                                                          6.5                     0                            0        G01                   First Lien
     16860082                                                         6.25                     0                            0        G01                   First Lien
     16860083                                                         6.25                     0                            0        G01                   First Lien
     16860084                                                         6.25                     0                            0        G01                   First Lien
     16860092                                                        6.375                     0                            0        G01                   First Lien
     16860096                                                          5.5                     0                            0        G01                   First Lien
     16860097                                                         5.75                     0                            0        G01                   First Lien
     16860098                                                        6.125                     0                            0        G01                   First Lien
     16860102                                                          5.5                     0                            0        G01                   First Lien
     16860104                                                        6.625                     0                            0        G01                   First Lien
     16860108                                                          5.5                     0                            0        G01                   First Lien
     16860109                                                          6.5                     0                            0        G01                   First Lien
     16860112                                                        6.625                     0                            0        G01                   First Lien
     16860117                                                        6.875                     0                            0        G01                   First Lien
     16860118                                                        6.375                     0                            0        G01                   First Lien
     16860119                                                          6.5                     0                            0        G01                   First Lien
     16860122                                                        6.375                     0                            0        G01                   First Lien
     16860125                                                            6                     0                            0        G01                   First Lien
     16860127                                                          6.5                     0                            0        G01                   First Lien
     16860129                                                         6.25                     0                            0        G01                   First Lien
     16860138                                                        6.375                     0                            0        G01                   First Lien
     16860141                                                          5.5                     0                            0        G01                   First Lien
     16860143                                                        6.875                     0                            0        G01                   First Lien
     16860145                                                        6.875                     0                            0        G01                   First Lien
     16860146                                                        6.125                     0                            0        G01                   First Lien
     16860150                                                            6                     0                            0        G01                   First Lien
     16859985                                                        6.625                     0                            0        G01                   First Lien
     16859988                                                        6.375                     0                            0        G01                   First Lien
     16859989                                                        6.875                     0                            0        G01                   First Lien
     16859993                                                        5.875                     0                            0        G01                   First Lien
     16859998                                                         6.75                     0                            0        G01                   First Lien
     16860001                                                         6.25                     0                            0        G01                   First Lien
     16860005                                                         6.75                     0                            0        G01                   First Lien
     16860006                                                        6.625                     0                            0        G01                   First Lien
     16860007                                                        6.375                     0                            0        G01                   First Lien
     16860010                                                        5.875                     0                            0        G01                   First Lien
     16860012                                                          6.5                     0                            0        G01                   First Lien
     16860013                                                         6.25                     0                            0        G01                   First Lien
     16860016                                                            6                     0                            0        G01                   First Lien
     16860017                                                          6.5                     0                            0        G01                   First Lien
     16860018                                                            6                     0                            0        G01                   First Lien
     16860021                                                        6.625                     0                            0        G01                   First Lien
     16860024                                                         6.25                     0                            0        G01                   First Lien
     16860027                                                            6                     0                            0        G01                   First Lien
     16860028                                                        6.875                     0                            0        G01                   First Lien
     16860030                                                        6.875                     0                            0        G01                   First Lien
     16860032                                                        5.875                     0                            0        G01                   First Lien
     16860035                                                         5.25                     0                            0        G01                   First Lien
     16640397                                                            8                     0                            0        G01                   First Lien
     16596065                                                        7.625                     0                            0        G01                   First Lien
     16656282                                                        6.875                     0                            0        G01                   First Lien
     16564400                                                            7                     0                            0        G01                   First Lien
     16784842                                                        6.625                     0                            0        G01                   First Lien
     16804136                                                        6.875                     0                            0        G01                   First Lien
     16706471                                                        7.125                     0                            0        G01                   First Lien
     16765173                                                          6.5                     0                            0        G01                   First Lien
     16968371                                                         7.25                     0                            0        G01                   First Lien
     16857380                                                        6.375                     0                            0        G01                   First Lien
     16771354                                                        7.125                     0                            0        G01                   First Lien
     16807144                                                         6.75                     0                            0        G01                   First Lien
     16718199                                                        6.875                     0                            0        G01                   First Lien
     16638766                                                         8.25                     0                            0        G01                   First Lien
     16628852                                                         8.25                     0                            0        G01                   First Lien
     16657015                                                          7.5                     0                            0        G01                   First Lien
     16709223                                                        7.125                     0                            0        G01                   First Lien
     16710447                                                        7.875                     0                            0        G01                   First Lien
     16717987                                                        7.625                     0                            0        G01                   First Lien
     16687848                                                         6.75                     0                            0        G01                   First Lien
     16691845                                                         6.75                     0                            0        G01                   First Lien
     16666043                                                          7.5                     0                            0        G01                   First Lien
     16666977                                                        7.875                     0                            0        G01                   First Lien
     16662475                                                          7.5                     0                            0        G01                   First Lien
     16662483                                                          7.5                     0                            0        G01                   First Lien
     16662457                                                          7.5                     0                            0        G01                   First Lien
     16662425                                                          7.5                     0                            0        G01                   First Lien
     16662442                                                          7.5                     0                            0        G01                   First Lien
     16839684                                                        6.625                     0                            0        G01                   First Lien
     16814237                                                          6.5                     0                            0        G01                   First Lien
     16849016                                                         7.75                     0                            0        G01                   First Lien
     16860196                                                        6.375                     0                            0        G01                   First Lien
     16860197                                                         6.25                     0                            0        G01                   First Lien
     16860198                                                        6.375                     0                            0        G01                   First Lien
     16860199                                                          6.5                     0                            0        G01                   First Lien
     16860200                                                            6                     0                            0        G01                   First Lien
     16860201                                                          6.5                     0                            0        G01                   First Lien
     16860207                                                        6.625                     0                            0        G01                   First Lien
     16860210                                                         6.25                     0                            0        G01                   First Lien
     16860212                                                          6.5                     0                            0        G01                   First Lien
     16860213                                                         6.75                     0                            0        G01                   First Lien
     16860214                                                            6                     0                            0        G01                   First Lien
     16860217                                                          5.5                     0                            0        G01                   First Lien
     16860133                                                          6.5                     0                            0        G01                   First Lien
     16860134                                                        6.125                     0                            0        G01                   First Lien
     16860136                                                        5.625                     0                            0        G01                   First Lien
     16860139                                                          6.5                     0                            0        G01                   First Lien
     16860140                                                        6.375                     0                            0        G01                   First Lien
     16860142                                                        6.875                     0                            0        G01                   First Lien
     16860147                                                        6.375                     0                            0        G01                   First Lien
     16860148                                                        6.375                     0                            0        G01                   First Lien
     16860151                                                         5.75                     0                            0        G01                   First Lien
     16860153                                                            6                     0                            0        G01                   First Lien
     16860154                                                          6.5                     0                            0        G01                   First Lien
     16860155                                                            6                     0                            0        G01                   First Lien
     16860158                                                          6.5                     0                            0        G01                   First Lien
     16860161                                                        6.625                     0                            0        G01                   First Lien
     16860162                                                         5.75                     0                            0        G01                   First Lien
     16860163                                                          6.5                     0                            0        G01                   First Lien
     16860166                                                         6.25                     0                            0        G01                   First Lien
     16860168                                                         6.75                     0                            0        G01                   First Lien
     16860169                                                        6.375                     0                            0        G01                   First Lien
     16860170                                                         6.25                     0                            0        G01                   First Lien
     16860172                                                        6.125                     0                            0        G01                   First Lien
     16860174                                                         6.25                     0                            0        G01                   First Lien
     16860175                                                        6.125                     0                            0        G01                   First Lien
     16860177                                                            6                     0                            0        G01                   First Lien
     16860178                                                        6.625                     0                            0        G01                   First Lien
     16860179                                                        7.125                     0                            0        G01                   First Lien
     16860180                                                        5.375                     0                            0        G01                   First Lien
     16860181                                                         6.75                     0                            0        G01                   First Lien
     16860186                                                         6.75                     0                            0        G01                   First Lien
     16860187                                                        5.875                     0                            0        G01                   First Lien
     16860188                                                            6                     0                            0        G01                   First Lien
     16860190                                                         6.75                     0                            0        G01                   First Lien
     16860194                                                        5.875                     0                            0        G01                   First Lien
     16860071                                                        5.625                     0                            0        G01                   First Lien
     16860074                                                         6.25                     0                            0        G01                   First Lien
     16860075                                                        7.125                     0                            0        G01                   First Lien
     16860076                                                         6.75                     0                            0        G01                   First Lien
     16860078                                                        6.375                     0                            0        G01                   First Lien
     16860079                                                         7.25                     0                            0        G01                   First Lien
     16860081                                                         6.75                     0                            0        G01                   First Lien
     16860085                                                          5.5                     0                            0        G01                   First Lien
     16860086                                                         6.75                     0                            0        G01                   First Lien
     16860087                                                         6.25                     0                            0        G01                   First Lien
     16860089                                                        6.875                     0                            0        G01                   First Lien
     16860090                                                        6.875                     0                            0        G01                   First Lien
     16860091                                                        6.625                     0                            0        G01                   First Lien
     16860093                                                          6.5                     0                            0        G01                   First Lien
     16860094                                                         6.25                     0                            0        G01                   First Lien
     16860095                                                        6.375                     0                            0        G01                   First Lien
     16860099                                                         6.75                     0                            0        G01                   First Lien
     16860100                                                        6.375                     0                            0        G01                   First Lien
     16860101                                                         7.25                     0                            0        G01                   First Lien
     16860103                                                        6.625                     0                            0        G01                   First Lien
     16860106                                                          6.5                     0                            0        G01                   First Lien
     16860110                                                        6.375                     0                            0        G01                   First Lien
     16860111                                                          6.5                     0                            0        G01                   First Lien
     16860114                                                        5.875                     0                            0        G01                   First Lien
     16860115                                                        6.625                     0                            0        G01                   First Lien
     16860116                                                        5.875                     0                            0        G01                   First Lien
     16860120                                                        6.625                     0                            0        G01                   First Lien
     16860121                                                        6.625                     0                            0        G01                   First Lien
     16860124                                                        6.875                     0                            0        G01                   First Lien
     16860126                                                          6.5                     0                            0        G01                   First Lien
     16860128                                                        6.375                     0                            0        G01                   First Lien
     16860130                                                         6.25                     0                            0        G01                   First Lien
     16860131                                                         5.75                     0                            0        G01                   First Lien
     16859983                                                        6.375                     0                            0        G01                   First Lien
     16859984                                                        6.375                     0                            0        G01                   First Lien
     16859987                                                        6.875                     0                            0        G01                   First Lien
     16859990                                                        6.625                     0                            0        G01                   First Lien
     16859991                                                        6.375                     0                            0        G01                   First Lien
     16859992                                                         6.75                     0                            0        G01                   First Lien
     16859994                                                         6.25                     0                            0        G01                   First Lien
     16859995                                                         6.25                     0                            0        G01                   First Lien
     16859997                                                          6.5                     0                            0        G01                   First Lien
     16859999                                                        6.875                     0                            0        G01                   First Lien
     16860000                                                        6.875                     0                            0        G01                   First Lien
     16860002                                                        6.375                     0                            0        G01                   First Lien
     16860004                                                         5.25                     0                            0        G01                   First Lien
     16860008                                                        5.875                     0                            0        G01                   First Lien
     16860009                                                         6.25                     0                            0        G01                   First Lien
     16860011                                                         6.25                     0                            0        G01                   First Lien
     16860015                                                        5.875                     0                            0        G01                   First Lien
     16860022                                                        6.625                     0                            0        G01                   First Lien
     16860023                                                          6.5                     0                            0        G01                   First Lien
     16860025                                                          6.5                     0                            0        G01                   First Lien
     16860026                                                         6.75                     0                            0        G01                   First Lien
     16860029                                                         6.75                     0                            0        G01                   First Lien
     16860031                                                        6.625                     0                            0        G01                   First Lien
     16860033                                                        5.875                     0                            0        G01                   First Lien
     16860034                                                        6.375                     0                            0        G01                   First Lien
     16860038                                                            6                     0                            0        G01                   First Lien
     16860042                                                         6.75                     0                            0        G01                   First Lien
     16860045                                                        6.875                     0                            0        G01                   First Lien
     16860047                                                        5.875                     0                            0        G01                   First Lien
     16860048                                                         6.25                     0                            0        G01                   First Lien
     16860051                                                        6.875                     0                            0        G01                   First Lien
     16860052                                                            6                     0                            0        G01                   First Lien
     16860053                                                        6.375                     0                            0        G01                   First Lien
     16860060                                                         6.25                     0                            0        G01                   First Lien
     16860063                                                          6.5                     0                            0        G01                   First Lien
     16860066                                                        6.125                     0                            0        G01                   First Lien
     16860067                                                         6.75                     0                            0        G01                   First Lien
     16860069                                                         6.75                     0                            0        G01                   First Lien
     16860070                                                        6.875                     0                            0        G01                   First Lien
     16683696                                                         6.75                     0                            0        G01                   First Lien
     16676341                                                            7                     0                            0        G01                   First Lien
     16776649                                                        6.125                     0                            0        G01                   First Lien
     16773119                                                        7.375                     0                            0        G01                   First Lien
     16778216                                                        6.625                     0                            0        G01                   First Lien
     16780513                                                         7.75                     0                            0        G01                   First Lien
     16797953                                                         6.75                     0                            0        G01                   First Lien
     16803184                                                        7.375                     0                            0        G01                   First Lien
     16802979                                                        6.625                     0                            0        G01                   First Lien
     16803263                                                          6.5                     0                            0        G01                   First Lien
     16764953                                                        7.875                     0                            0        G01                   First Lien
     16764852                                                        7.375                     0                            0        G01                   First Lien
     16767416                                                        7.125                     0                            0        G01                   First Lien
     16772878                                                        7.875                     0                            0        G01                   First Lien
     16839683                                                        5.625                     0                            0        G01                   First Lien
     16802983                                                        5.875                     0                            0        G01                   First Lien
     16366715                                                        7.875                     0                            0        G01                   First Lien
     16731223                                                         7.75                     0                            0        G01                   First Lien
     16730111                                                         6.75                     0                            0        G01                   First Lien
     16722990                                                        7.875                     0                            0        G01                   First Lien
     16659113                                                          6.5                     0                            0        G01                   First Lien
     16807384                                                            7                     0                            0        G01                   First Lien
     16807410                                                         7.25                     0                            0        G01                   First Lien
     16807445                                                          7.5                     0                            0        G01                   First Lien
     16808045                                                        7.125                     0                            0        G01                   First Lien
     16808099                                                        7.375                     0                            0        G01                   First Lien
     16808101                                                        7.375                     0                            0        G01                   First Lien
     16814065                                                        7.125                     0                            0        G01                   First Lien
     16826855                                                         6.75                     0                            0        G01                   First Lien
     16801623                                                         7.75                     0                            0        G01                   First Lien
     16710768                                                          9.5                     0                            0        G01                   First Lien
     16778520                                                         8.25                     0                            0        G01                   First Lien
     16823213                                                         6.75                     0                            0        G01                   First Lien
     16823216                                                        6.375                     0                            0        G01                   First Lien
     16823221                                                          6.5                     0                            0        G01                   First Lien
     16823224                                                        7.125                     0                            0        G01                   First Lien
     16823226                                                        6.875                     0                            0        G01                   First Lien
     16823234                                                        7.625                     0                            0        G01                   First Lien
     16823235                                                          6.5                     0                            0        G01                   First Lien
     16823236                                                        6.875                     0                            0        G01                   First Lien
     16823245                                                        6.875                     0                            0        G01                   First Lien
     16807438                                                         7.25                     0                            0        G01                   First Lien
     16807440                                                        7.375                     0                            0        G01                   First Lien
     16807444                                                         7.25                     0                            0        G01                   First Lien
     16807450                                                          7.5                     0                            0        G01                   First Lien
     16807453                                                         6.75                     0                            0        G01                   First Lien
     16807458                                                          6.5                     0                            0        G01                   First Lien
     16807463                                                        8.125                     0                            0        G01                   First Lien
     16808047                                                          7.5                     0                            0        G01                   First Lien
     16808051                                                          7.5                     0                            0        G01                   First Lien
     16808054                                                        7.625                     0                            0        G01                   First Lien
     16808063                                                         6.75                     0                            0        G01                   First Lien
     16808064                                                        7.625                     0                            0        G01                   First Lien
     16808066                                                        6.875                     0                            0        G01                   First Lien
     16808073                                                         7.25                     0                            0        G01                   First Lien
     16808076                                                         7.25                     0                            0        G01                   First Lien
     16808077                                                        6.625                     0                            0        G01                   First Lien
     16808078                                                        6.875                     0                            0        G01                   First Lien
     16808087                                                         7.25                     0                            0        G01                   First Lien
     16808090                                                        7.625                     0                            0        G01                   First Lien
     16808092                                                        7.625                     0                            0        G01                   First Lien
     16808093                                                        7.375                     0                            0        G01                   First Lien
     16808095                                                        7.375                     0                            0        G01                   First Lien
     16808098                                                        7.625                     0                            0        G01                   First Lien
     16808100                                                          7.5                     0                            0        G01                   First Lien
     16808104                                                          6.5                     0                            0        G01                   First Lien
     16808108                                                        6.875                     0                            0        G01                   First Lien
     16808114                                                         6.75                     0                            0        G01                   First Lien
     16808123                                                        7.125                     0                            0        G01                   First Lien
     16807386                                                            7                     0                            0        G01                   First Lien
     16807392                                                        6.875                     0                            0        G01                   First Lien
     16807395                                                         6.75                     0                            0        G01                   First Lien
     16807397                                                        6.625                     0                            0        G01                   First Lien
     16807399                                                        6.875                     0                            0        G01                   First Lien
     16807404                                                            7                     0                            0        G01                   First Lien
     16807405                                                            7                     0                            0        G01                   First Lien
     16807406                                                         7.25                     0                            0        G01                   First Lien
     16807415                                                         7.25                     0                            0        G01                   First Lien
     16807416                                                         7.25                     0                            0        G01                   First Lien
     16807417                                                         7.25                     0                            0        G01                   First Lien
     16807419                                                        6.875                     0                            0        G01                   First Lien
     16807420                                                         6.75                     0                            0        G01                   First Lien
     16807421                                                          6.5                     0                            0        G01                   First Lien
     16780378                                                        7.125                     0                            0        G01                   First Lien
     16780385                                                          9.5                     0                            0        G01                   First Lien
     16780390                                                         8.25                     0                            0        G01                   First Lien
     16780393                                                            9                     0                            0        G01                   First Lien
     16780400                                                        6.875                     0                            0        G01                   First Lien
     16851263                                                            8                     0                            0        G01                   First Lien
     16851373                                                          8.5                     0                            0        G01                   First Lien
     16851375                                                         8.75                     0                            0        G01                   First Lien
     16851398                                                        7.875                     0                            0        G01                   First Lien
     16851887                                                        8.375                     0                            0        G01                   First Lien
     16851948                                                        6.375                     0                            0        G01                   First Lien
     16851996                                                        7.875                     0                            0        G01                   First Lien
     16849392                                                        7.125                     0                            0        G01                   First Lien
     16849399                                                        7.125                     0                            0        G01                   First Lien
     16849413                                                         7.25                     0                            0        G01                   First Lien
     16849453                                                        7.625                     0                            0        G01                   First Lien
     16849486                                                        7.125                     0                            0        G01                   First Lien
     16849508                                                        7.625                     0                            0        G01                   First Lien
     16849516                                                        7.375                     0                            0        G01                   First Lien
     16849555                                                        7.125                     0                            0        G01                   First Lien
     16851038                                                        7.125                     0                            0        G01                   First Lien
     16851058                                                        6.125                     0                            0        G01                   First Lien
     16851174                                                        6.375                     0                            0        G01                   First Lien
     16848988                                                        7.375                     0                            0        G01                   First Lien
     16848989                                                         7.25                     0                            0        G01                   First Lien
     16849179                                                        7.125                     0                            0        G01                   First Lien
     16849285                                                            7                     0                            0        G01                   First Lien
     16849306                                                        6.875                     0                            0        G01                   First Lien
     16847846                                                        7.125                     0                            0        G01                   First Lien
     16847860                                                        7.375                     0                            0        G01                   First Lien
     16847705                                                        7.875                     0                            0        G01                   First Lien
     16847902                                                        6.875                     0                            0        G01                   First Lien
     16847934                                                         7.75                     0                            0        G01                   First Lien
     16847752                                                        7.875                     0                            0        G01                   First Lien
     16847816                                                        8.625                     0                            0        G01                   First Lien
     16848018                                                            7                     0                            0        G01                   First Lien
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     16845909                                                        7.125                     0                            0        G01                   First Lien
     16845923                                                        7.125                     0                            0        G01                   First Lien
     16845932                                                         6.75                     0                            0        G01                   First Lien
     16845940                                                        6.625                     0                            0        G01                   First Lien
     16845948                                                          7.5                     0                            0        G01                   First Lien
     16845985                                                        6.375                     0                            0        G01                   First Lien
     16846005                                                        8.125                     0                            0        G01                   First Lien
     16846081                                                        7.875                     0                            0        G01                   First Lien
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     16847483                                                        6.375                     0                            0        G01                   First Lien
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     16846196                                                        6.375                     0                            0        G01                   First Lien
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     16846233                                                         7.75                     0                            0        G01                   First Lien
     16846237                                                            8                     0                            0        G01                   First Lien
     16845639                                                          6.5                     0                            0        G01                   First Lien
     16845698                                                        7.375                     0                            0        G01                   First Lien
     16845719                                                        6.875                     0                            0        G01                   First Lien
     16845762                                                         6.25                     0                            0        G01                   First Lien
     16845569                                                        6.875                     0                            0        G01                   First Lien
     16845582                                                        7.375                     0                            0        G01                   First Lien
     16845587                                                        7.875                     0                            0        G01                   First Lien
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     16844599                                                          7.5                     0                            0        G01                   First Lien
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     16844443                                                        7.625                     0                            0        G01                   First Lien
     16840054                                                        6.875                     0                            0        G01                   First Lien
     16840056                                                        6.875                     0                            0        G01                   First Lien
     16840061                                                        6.875                     0                            0        G01                   First Lien
     16840120                                                         6.75                     0                            0        G01                   First Lien
     16840156                                                        7.875                     0                            0        G01                   First Lien
     16840230                                                        7.625                     0                            0        G01                   First Lien
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     16839836                                                        7.625                     0                            0        G01                   First Lien
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     16839914                                                            7                     0                            0        G01                   First Lien
     16839926                                                        7.625                     0                            0        G01                   First Lien
     16839956                                                        7.375                     0                            0        G01                   First Lien
     16839733                                                        6.875                     0                            0        G01                   First Lien
     16839739                                                            8                     0                            0        G01                   First Lien
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     16839236                                                        6.875                     0                            0        G01                   First Lien
     16839006                                                            7                     0                            0        G01                   First Lien
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     16839160                                                            8                     0                            0        G01                   First Lien
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     16838905                                                        6.875                     0                            0        G01                   First Lien
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     16838681                                                        7.375                     0                            0        G01                   First Lien
     16838751                                                         7.75                     0                            0        G01                   First Lien
     16838760                                                          7.5                     0                            0        G01                   First Lien
     16838821                                                        8.375                     0                            0        G01                   First Lien
     16835733                                                        6.875                     0                            0        G01                   First Lien
     16835780                                                         6.75                     0                            0        G01                   First Lien
     16835845                                                         6.75                     0                            0        G01                   First Lien
     16835284                                                        7.875                     0                            0        G01                   First Lien
     16835293                                                         7.75                     0                            0        G01                   First Lien
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     16835323                                                          6.5                     0                            0        G01                   First Lien
     16835375                                                        7.375                     0                            0        G01                   First Lien
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     16835472                                                        6.125                     0                            0        G01                   First Lien
     16835486                                                        7.375                     0                            0        G01                   First Lien
     16835487                                                        6.625                     0                            0        G01                   First Lien
     16835488                                                        6.875                     0                            0        G01                   First Lien
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     16835562                                                        7.375                     0                            0        G01                   First Lien
     16835582                                                         6.75                     0                            0        G01                   First Lien
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     16835647                                                            7                     0                            0        G01                   First Lien
     16835177                                                        6.875                     0                            0        G01                   First Lien
     16835195                                                        7.875                     0                            0        G01                   First Lien
     16835271                                                         6.75                     0                            0        G01                   First Lien
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     16833215                                                        7.875                     0                            0        G01                   First Lien
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     16826983                                                          7.5                     0                            0        G01                   First Lien
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     16832827                                                        6.875                     0                            0        G01                   First Lien
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     16833086                                                         7.25                     0                            0        G01                   First Lien
     16832909                                                        6.625                     0                            0        G01                   First Lien
     16832919                               19000101                   7.5                     0                            0        G01                   First Lien
     16826602                                                        6.875                     0                            0        G01                   First Lien
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     16710653                                                        7.375                     0                            0        G01                   First Lien
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     16824339                                                        6.999                     0                            0        G01                   First Lien
     16819388                                                        8.625                     0                            0        G01                   First Lien
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     16823690                                                        6.875                     0                            0        G01                   First Lien
     16823746                                                          6.5                     0                            0        G01                   First Lien
     16823779                                                        6.875                     0                            0        G01                   First Lien
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     16823817                                                         6.75                     0                            0        G01                   First Lien
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     16819456                                                         8.25                     0                            0        G01                   First Lien
     16823835                                                        7.625                     0                            0        G01                   First Lien
     16819517                                                            7                     0                            0        G01                   First Lien
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     16819561                                                        7.125                     0                            0        G01                   First Lien
     16819576                                                        6.375                     0                            0        G01                   First Lien
     16819624                                                        7.375                     0                            0        G01                   First Lien
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     16824053                                                          6.5                     0                            0        G01                   First Lien
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     16824164                                                          6.5                     0                            0        G01                   First Lien
     16824169                                                        6.875                     0                            0        G01                   First Lien
     16824177                                                         7.75                     0                            0        G01                   First Lien
     16824181                                                         7.75                     0                            0        G01                   First Lien
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     16823638                                                            7                     0                            0        G01                   First Lien
     16676897                                                        7.875                     0                            0        G01                   First Lien
     16780380                                                         9.25                     0                            0        G01                   First Lien
     16780383                                                         7.25                     0                            0        G01                   First Lien
     16780392                                                         7.75                     0                            0        G01                   First Lien
     16819266                                                         6.75                     0                            0        G01                   First Lien
     16819273                                                        7.125                     0                            0        G01                   First Lien
     16819291                                                        7.375                     0                            0        G01                   First Lien
     16819313                                                            7                     0                            0        G01                   First Lien
     16814126                                                        7.125                     0                            0        G01                   First Lien
     16814131                                                          7.5                     0                            0        G01                   First Lien
     16814169                                                         7.25                     0                            0        G01                   First Lien
     16813662                                                            7                     0                            0        G01                   First Lien
     16813687                                                        6.875                     0                            0        G01                   First Lien
     16813723                                                        6.625                     0                            0        G01                   First Lien
     16814188                                                        7.375                     0                            0        G01                   First Lien
     16814215                                                        8.375                     0                            0        G01                   First Lien
     16813735                                                        8.375                     0                            0        G01                   First Lien
     16813751                                                        6.375                     0                            0        G01                   First Lien
     16813766                                                          6.5                     0                            0        G01                   First Lien
     16814337                                                            7                     0                            0        G01                   First Lien
     16813781                                                            7                     0                            0        G01                   First Lien
     16819083                                                         8.75                     0                            0        G01                   First Lien
     16819121                                                        8.375                     0                            0        G01                   First Lien
     16813966                                                         7.75                     0                            0        G01                   First Lien
     16813994                                                         7.25                     0                            0        G01                   First Lien
     16814003                                                        6.875                     0                            0        G01                   First Lien
     16814059                                                        6.625                     0                            0        G01                   First Lien
     16814062                                                          8.5                     0                            0        G01                   First Lien
     16814067                                                        7.125                     0                            0        G01                   First Lien
     16814077                                                        6.625                     0                            0        G01                   First Lien
     16814088                                                        8.625                     0                            0        G01                   First Lien
     16814104                                                        7.125                     0                            0        G01                   First Lien
     16819218                                                         6.25                     0                            0        G01                   First Lien
     16819220                                                          6.5                     0                            0        G01                   First Lien
     16697511                                                         6.75                     0                            0        G01                   First Lien
     16680550                                                            8                     0                            0        G01                   First Lien
     16680551                                                        7.375                     0                            0        G01                   First Lien
     16695631                                                        5.875                     0                            0        G01                   First Lien
     16970821                                                        6.875                     0                            0        G01                   First Lien
     16970825                                                        6.625                     0                            0        G01                   First Lien
     16970895                                                        6.875                     0                            0        G01                   First Lien
     16974033                                                        6.375                     0                            0        G01                   First Lien
     16970640                                                         6.75                     0                            0        G01                   First Lien
     16970667                                                        6.375                     0                            0        G01                   First Lien
     16823215                                                         6.75                     0                            0        G01                   First Lien
     16823222                                                        6.875                     0                            0        G01                   First Lien
     16823227                                                        6.875                     0                            0        G01                   First Lien
     16567451                                                         8.25                     0                            0        G01                   First Lien
     16823228                                                         6.75                     0                            0        G01                   First Lien
     16823229                                                        7.375                     0                            0        G01                   First Lien
     16823230                                                         6.75                     0                            0        G01                   First Lien
     16823239                                                          7.5                     0                            0        G01                   First Lien
     16823240                                                          7.5                     0                            0        G01                   First Lien
     16823247                                                        6.625                     0                            0        G01                   First Lien
     16823248                                                        7.875                     0                            0        G01                   First Lien
     16808055                                                          7.5                     0                            0        G01                   First Lien
     16808056                                                          7.5                     0                            0        G01                   First Lien
     16808057                                                         6.75                     0                            0        G01                   First Lien
     16808058                                                            7                     0                            0        G01                   First Lien
     16808062                                                        6.375                     0                            0        G01                   First Lien
     16808068                                                        7.375                     0                            0        G01                   First Lien
     16808069                                                            8                     0                            0        G01                   First Lien
     16808079                                                        6.875                     0                            0        G01                   First Lien
     16808080                                                         7.25                     0                            0        G01                   First Lien
     16808081                                                        7.375                     0                            0        G01                   First Lien
     16808086                                                        6.875                     0                            0        G01                   First Lien
     16808088                                                         7.25                     0                            0        G01                   First Lien
     16808091                                                         7.25                     0                            0        G01                   First Lien
     16808097                                                          7.5                     0                            0        G01                   First Lien
     16808106                                                         7.25                     0                            0        G01                   First Lien
     16808107                                                         6.75                     0                            0        G01                   First Lien
     16808110                                                          7.5                     0                            0        G01                   First Lien
     16808111                                                        6.875                     0                            0        G01                   First Lien
     16808112                                                            7                     0                            0        G01                   First Lien
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     16807414                                                            8                     0                            0        G01                   First Lien
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     16807423                                                         6.75                     0                            0        G01                   First Lien
     16807428                                                        6.875                     0                            0        G01                   First Lien
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     16807443                                                        6.875                     0                            0        G01                   First Lien
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     16807451                                                        6.625                     0                            0        G01                   First Lien
     16807466                                                            7                     0                            0        G01                   First Lien
     16808043                                                          7.5                     0                            0        G01                   First Lien
     16808044                                                          7.5                     0                            0        G01                   First Lien
     16808046                                                            7                     0                            0        G01                   First Lien
     16808048                                                        7.125                     0                            0        G01                   First Lien
     16808049                                                        7.625                     0                            0        G01                   First Lien
     16808050                                                         7.25                     0                            0        G01                   First Lien
     16808052                                                          7.5                     0                            0        G01                   First Lien
     16807383                                                        6.875                     0                            0        G01                   First Lien
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     16807389                                                        6.875                     0                            0        G01                   First Lien
     16807390                                                        6.625                     0                            0        G01                   First Lien
     16807391                                                        6.875                     0                            0        G01                   First Lien
     16807393                                                            7                     0                            0        G01                   First Lien
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     16780387                                                        8.875                     0                            0        G01                   First Lien
     16780389                                                        7.875                     0                            0        G01                   First Lien
     16780391                                                        6.875                     0                            0        G01                   First Lien
     16780394                                                            8                     0                            0        G01                   First Lien
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     16780398                                                        7.875                     0                            0        G01                   First Lien
     16780399                                                        8.875                     0                            0        G01                   First Lien
     16780379                                                        7.875                     0                            0        G01                   First Lien
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     16780384                                                            9                     0                            0        G01                   First Lien
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     16838397                                                        7.875                     0                            0        G01                   First Lien
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     16825962                                                        6.875                     0                            0        G01                   First Lien
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     16818707                                                        7.625                     0                            0        G01                   First Lien
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     16832596                                                        6.625                     0                            0        G01                   First Lien
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     16797992                                                            7                     0                            0        G01                   First Lien
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     16799233                                                        5.875                     0                            0        G01                   First Lien
     16799229                                                        6.875                     0                            0        G01                   First Lien
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     16785239                                                            7                     0                            0        G01                   First Lien
     16785107                                                        6.875                     0                            0        G01                   First Lien
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     16797980                                                            9                     0                            0        G01                   First Lien
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     16764976                                                        6.875                     0                            0        G01                   First Lien
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     16727978                                                            7                     0                            0        G01                   First Lien
     16717915                                                        8.875                     0                            0        G01                   First Lien
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     16962952                                                            7                     0                            0        G01                   First Lien
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     16853385                                                            7                     0                            0        G01                   First Lien
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     16680563                                                            8                     0                            0        G01                   First Lien
     16680574                                                            8                     0                            0        G01                   First Lien
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     16859306                                                        7.875                     0                            0        G01                   First Lien
     16963093                                                            7                     0                            0        G01                   First Lien
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     16833096                                                           10                     0                            0        G01                   First Lien
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     16771098                                                        7.875                     0                            0        G01                   First Lien
     16771757                                                            8                     0                            0        G01                   First Lien
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     16718881                                                            7                     0                            0        G01                   First Lien
     16721760                                                        6.875                     0                            0        G01                   First Lien
     16723054                                                        7.875                     0                            0        G01                   First Lien
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     16813580                                                        6.875                     0                            0        G01                   First Lien
     16813594                                                            7                     0                            0        G01                   First Lien
     16813598                                                            7                     0                            0        G01                   First Lien
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     16809631                                                        7.875                     0                            0        G01                   First Lien
     16809636                                                            7                     0                            0        G01                   First Lien
     16809476                                                        7.375                     0                            0        G01                   First Lien
     16784888                                                        8.875                     0                            0        G01                   First Lien
     16784951                                                        7.375                     0                            0        G01                   First Lien
     16788864                                                        6.875                     0                            0        G01                   First Lien
     16803906                                                        7.625                     0                            0        G01                   First Lien
     16803942                                                            7                     0                            0        G01                   First Lien
     16806908                                                        7.875                     0                            0        G01                   First Lien
     16806977                                                        7.875                     0                            0        G01                   First Lien
     16806988                                                         7.25                     0                            0        G01                   First Lien
     16807107                               19000101                     8                     0                            0        G01                   First Lien
     16807137                                                        6.875                     0                            0        G01                   First Lien
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     16809180                               19000101                  7.25                     0                            0        G01                   First Lien
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     16790412                                                        7.375                     0                            0        G01                   First Lien
     16809536                                                          8.5                     0                            0        G01                   First Lien
     16809540                                                         7.25                     0                            0        G01                   First Lien
     16809775                                                        7.625                     0                            0        G01                   First Lien
     16790606                                                        6.875                     0                            0        G01                   First Lien
     16790763                                                         9.75                     0                            0        G01                   First Lien
     16791063                                                        7.375                     0                            0        G01                   First Lien
     16813630                                                          6.5                     0                            0        G01                   First Lien
     16798300                                                        6.375                     0                            0        G01                   First Lien
     16813989                                                        7.375                     0                            0        G01                   First Lien
     16814027                                                         7.25                     0                            0        G01                   First Lien
     16814132                                                            7                     0                            0        G01                   First Lien
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     16729438                                                            8                     0                            0        G01                   First Lien
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     16776629                                                        6.999                     0                            0        G01                   First Lien
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     16774978                                                        7.125                     0                            0        G01                   First Lien
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     16771162                                                        6.999                     0                            0        G01                   First Lien
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     16771228                                                            8                     0                            0        G01                   First Lien
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     16765590                                                        6.375                     0                            0        G01                   First Lien
     16765623                                                        6.625                     0                            0        G01                   First Lien
     16767837                                                        7.375                     0                            0        G01                   First Lien
     16767879                                                        6.875                     0                            0        G01                   First Lien
     16768439                                                        7.375                     0                            0        G01                   First Lien
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     16767921                                                        6.875                     0                            0        G01                   First Lien
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     16770620                                                        6.875                     0                            0        G01                   First Lien
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     16729922                                                        6.875                     0                            0        G01                   First Lien
     16729958                                                        6.875                     0                            0        G01                   First Lien
     16729960                                                        7.375                     0                            0        G01                   First Lien
     16729966                                                        7.875                     0                            0        G01                   First Lien
     16731463                                                        6.875                     0                            0        G01                   First Lien
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     16731705                                                        6.875                     0                            0        G01                   First Lien
     16731754                                                            8                     0                            0        G01                   First Lien
     16731759                                                        6.875                     0                            0        G01                   First Lien
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     16765155                                                            8                     0                            0        G01                   First Lien
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     16731812                                                        7.125                     0                            0        G01                   First Lien
     16731829                                                        7.625                     0                            0        G01                   First Lien
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     16731917                                                        7.875                     0                            0        G01                   First Lien
     16731987                                                        7.375                     0                            0        G01                   First Lien
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     16728732                                                        7.375                     0                            0        G01                   First Lien
     16728880                                                        7.375                     0                            0        G01                   First Lien
     16728361                                                            7                     0                            0        G01                   First Lien
     16728365                               19000101                   7.5                     0                            0        G01                   First Lien
     16729421                                                         7.75                     0                            0        G01                   First Lien
     16728414                                                         7.25                     0                            0        G01                   First Lien
     16729477                                                         8.75                     0                            0        G01                   First Lien
     16729492                                                            7                     0                            0        G01                   First Lien
     16729499                                                         8.75                     0                            0        G01                   First Lien
     16729517                                                         6.75                     0                            0        G01                   First Lien
     16728474                                                        6.625                     0                            0        G01                   First Lien
     16728554                                                          7.5                     0                            0        G01                   First Lien
     16728578                               19000101                   8.5                     0                            0        G01                   First Lien
     16729679                                                          7.5                     0                            0        G01                   First Lien
     16729684                                                         8.75                     0                            0        G01                   First Lien
     16729712                                                         6.75                     0                            0        G01                   First Lien
     16729779                                                        7.875                     0                            0        G01                   First Lien
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     16722216                               19000101                 6.875                     0                            0        G01                   First Lien
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     16718128                                                        6.625                     0                            0        G01                   First Lien
     16713530                                                        7.875                     0                            0        G01                   First Lien
     16714752                                                        7.875                     0                            0        G01                   First Lien
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     16696559                                                            7                     0                            0        G01                   First Lien
     16696622                                                        7.875                     0                            0        G01                   First Lien
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     16767459                                                        6.875                     0                            0        G01                   First Lien
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     16785143                                                        6.875                     0                            0        G01                   First Lien
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     16797951                                                        6.875                     0                            0        G01                   First Lien
     16801243                                                            7                     0                            0        G01                   First Lien
     16801247                                                            7                     0                            0        G01                   First Lien
     16801280                                                            7                     0                            0        G01                   First Lien
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     16847371                                                        7.625                     0                            0        G01                   First Lien
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     16673422                               19000101                 6.875                     0                            0        G01                   First Lien
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     16673425                               19000101                     7                     0                            0        G01                   First Lien
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     16723878                                                            7                     0                            0        G01                   First Lien
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     16778785                                                        6.875                     0                            0        G01                   First Lien
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     16780966                                                        8.625                     0                            0        G01                   First Lien
     16781308                                                        7.625                     0                            0        G01                   First Lien
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     16784775                                                        7.875                     0                            0        G01                   First Lien
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     16786273                                                            7                     0                            0        G01                   First Lien
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     16788617                                                        7.875                     0                            0        G01                   First Lien
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     16788684                                                        7.875                     0                            0        G01                   First Lien
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     16788859                                                        7.875                     0                            0        G01                   First Lien
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     16789068                                                            8                     0                            0        G01                   First Lien
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     16791072                                                        6.875                     0                            0        G01                   First Lien
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     16798525                                                        6.875                     0                            0        G01                   First Lien
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     16798654                                                        7.875                     0                            0        G01                   First Lien
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     16798953                                                        7.875                     0                            0        G01                   First Lien
     16801435                                                         7.75                     0                            0        G01                   First Lien
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     16801534                                                         7.25                     0                            0        G01                   First Lien
     16801563                                                        6.875                     0                            0        G01                   First Lien
     16801577                                                        7.875                     0                            0        G01                   First Lien
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     16801605                                                          6.5                     0                            0        G01                   First Lien
     16801732                                                        8.125                     0                            0        G01                   First Lien
     16801800                                                        8.625                     0                            0        G01                   First Lien
     16801856                                                        8.625                     0                            0        G01                   First Lien
     16801870                                                        6.875                     0                            0        G01                   First Lien
     16801884                                                        8.375                     0                            0        G01                   First Lien
     16803358                                                        6.875                     0                            0        G01                   First Lien
     16803696                                                        7.875                     0                            0        G01                   First Lien
     16803715                                                         6.75                     0                            0        G01                   First Lien
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     16803984                                                         7.25                     0                            0        G01                   First Lien
     16804078                                                         6.75                     0                            0        G01                   First Lien
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     16806918                                                            8                     0                            0        G01                   First Lien
     16806922                                                        7.375                     0                            0        G01                   First Lien
     16807018                                                        6.625                     0                            0        G01                   First Lien
     16807061                                                        7.875                     0                            0        G01                   First Lien
     16807063                                                          8.5                     0                            0        G01                   First Lien
     16807127                                                        8.625                     0                            0        G01                   First Lien
     16807271                                                        6.625                     0                            0        G01                   First Lien
     16807281                                                        8.375                     0                            0        G01                   First Lien
     16807331                                                            8                     0                            0        G01                   First Lien
     16807372                                                        7.875                     0                            0        G01                   First Lien
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     16809212                                                            7                     0                            0        G01                   First Lien
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     16809291                                                            7                     0                            0        G01                   First Lien
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     16809503                                                        7.125                     0                            0        G01                   First Lien
     16809538                                                        8.625                     0                            0        G01                   First Lien
     16809581                                                        8.625                     0                            0        G01                   First Lien
     16809591                                                        8.875                     0                            0        G01                   First Lien
     16809592                                                        6.875                     0                            0        G01                   First Lien
     16809614                                                        6.875                     0                            0        G01                   First Lien
     16809619                                                        7.875                     0                            0        G01                   First Lien
     16809737                                                         7.75                     0                            0        G01                   First Lien
     16809741                                                         7.25                     0                            0        G01                   First Lien
     16809832                                                        7.875                     0                            0        G01                   First Lien
     16813590                                                        6.875                     0                            0        G01                   First Lien
     16814112                                                        7.375                     0                            0        G01                   First Lien
     16814197                                                         7.25                     0                            0        G01                   First Lien
     16814201                                                         6.75                     0                            0        G01                   First Lien
     16814211                                                          9.5                     0                            0        G01                   First Lien
     16814235                                                          9.5                     0                            0        G01                   First Lien
     16814242                                                         7.25                     0                            0        G01                   First Lien
     16814355                                                        8.875                     0                            0        G01                   First Lien
     16819061                                                         7.25                     0                            0        G01                   First Lien
     16819124                                                        8.625                     0                            0        G01                   First Lien
     16819141                                                        8.625                     0                            0        G01                   First Lien
     16819202                                                        7.375                     0                            0        G01                   First Lien
     16819241                                                        8.625                     0                            0        G01                   First Lien
     16819366                                                        8.625                     0                            0        G01                   First Lien
     16819375                                                          8.5                     0                            0        G01                   First Lien
     16819498                                                        7.375                     0                            0        G01                   First Lien
     16819559                                                         6.75                     0                            0        G01                   First Lien
     16819577                                                         9.25                     0                            0        G01                   First Lien
     16819608                                                        9.375                     0                            0        G01                   First Lien
     16819652                               19000101                  7.25                     0                            0        G01                   First Lien
     16819672                                                         6.75                     0                            0        G01                   First Lien
     16819718                                                        7.375                     0                            0        G01                   First Lien
     16819776                                                          8.5                     0                            0        G01                   First Lien
     16819784                                                          8.5                     0                            0        G01                   First Lien
     16823735                                                        8.625                     0                            0        G01                   First Lien
     16823897                                                        7.125                     0                            0        G01                   First Lien
     16823919                                                         6.75                     0                            0        G01                   First Lien
     16824152                                                         7.75                     0                            0        G01                   First Lien
     16824344                                                        7.375                     0                            0        G01                   First Lien
     16824359                                                        6.125                     0                            0        G01                   First Lien
     16826538                                                        6.875                     0                            0        G01                   First Lien
     16826554                                                        6.875                     0                            0        G01                   First Lien
     16826565                                                        6.625                     0                            0        G01                   First Lien
     16826579                                                         6.75                     0                            0        G01                   First Lien
     16826652                                                        6.875                     0                            0        G01                   First Lien
     16826766                                                        7.625                     0                            0        G01                   First Lien
     16826812                                                        7.125                     0                            0        G01                   First Lien
     16826939                                                        7.375                     0                            0        G01                   First Lien
     16826958                                                        6.625                     0                            0        G01                   First Lien
     16832877                                                        8.625                     0                            0        G01                   First Lien
     16832891                                                         7.25                     0                            0        G01                   First Lien
     16832932                                                         7.75                     0                            0        G01                   First Lien
     16832961                                                         7.25                     0                            0        G01                   First Lien
     16833114                                                        6.875                     0                            0        G01                   First Lien
     16835206                                                        8.375                     0                            0        G01                   First Lien
     16835208                                                        7.375                     0                            0        G01                   First Lien
     16835246                                                        6.875                     0                            0        G01                   First Lien
     16835324                                                        6.875                     0                            0        G01                   First Lien
     16835371                                                        7.125                     0                            0        G01                   First Lien
     16835412                                                        8.375                     0                            0        G01                   First Lien
     16835619                                                            7                     0                            0        G01                   First Lien
     16835644                                                          7.5                     0                            0        G01                   First Lien
     16835651                                                        7.625                     0                            0        G01                   First Lien
     16835697                                                        6.875                     0                            0        G01                   First Lien
     16835739                                                        7.875                     0                            0        G01                   First Lien
     16835885                                                        8.375                     0                            0        G01                   First Lien
     16835896                                                          6.5                     0                            0        G01                   First Lien
     16838779                                                         7.25                     0                            0        G01                   First Lien
     16838822                                                          7.5                     0                            0        G01                   First Lien
     16838940                                                        6.125                     0                            0        G01                   First Lien
     16839033                                                            8                     0                            0        G01                   First Lien
     16839080                                                         6.75                     0                            0        G01                   First Lien
     16839126                                                        8.125                     0                            0        G01                   First Lien
     16839150                                                        7.375                     0                            0        G01                   First Lien
     16839157                                                         6.75                     0                            0        G01                   First Lien
     16839337                                                        7.375                     0                            0        G01                   First Lien
     16839663                                                        7.125                     0                            0        G01                   First Lien
     16839708                                                         6.75                     0                            0        G01                   First Lien
     16839715                                                          8.5                     0                            0        G01                   First Lien
     16839747                                                        6.875                     0                            0        G01                   First Lien
     16839761                                                        6.625                     0                            0        G01                   First Lien
     16839804                                                         7.75                     0                            0        G01                   First Lien
     16840001                                                         7.25                     0                            0        G01                   First Lien
     16840009                                                         8.25                     0                            0        G01                   First Lien
     16840019                                                        7.625                     0                            0        G01                   First Lien
     16840070                                                          8.5                     0                            0        G01                   First Lien
     16840118                                                        6.875                     0                            0        G01                   First Lien
     16840218                                                            7                     0                            0        G01                   First Lien
     16840245                                                            7                     0                            0        G01                   First Lien
     16840257                                                          6.5                     0                            0        G01                   First Lien
     16844302                                                          7.5                     0                            0        G01                   First Lien
     16844501                                                        7.875                     0                            0        G01                   First Lien
     16844506                                                         8.25                     0                            0        G01                   First Lien
     16844610                                                          7.5                     0                            0        G01                   First Lien
     16844740                                                         7.25                     0                            0        G01                   First Lien
     16844748                                                         7.25                     0                            0        G01                   First Lien
     16845615                                                         9.25                     0                            0        G01                   First Lien
     16845653                                                        7.625                     0                            0        G01                   First Lien
     16845910                                                          7.5                     0                            0        G01                   First Lien
     16845939                                                        7.375                     0                            0        G01                   First Lien
     16845947                                                         8.25                     0                            0        G01                   First Lien
     16845971                                                            7                     0                            0        G01                   First Lien
     16845981                                                          7.5                     0                            0        G01                   First Lien
     16845987                                                        6.875                     0                            0        G01                   First Lien
     16846100                                                        6.875                     0                            0        G01                   First Lien
     16846175                                                        8.125                     0                            0        G01                   First Lien
     16846249                                                        6.875                     0                            0        G01                   First Lien
     16847526                                                         7.25                     0                            0        G01                   First Lien
     16847560                                                           10                     0                            0        G01                   First Lien
     16847576                                                        6.875                     0                            0        G01                   First Lien
     16847591                                                           10                     0                            0        G01                   First Lien
     16847776                                                         6.75                     0                            0        G01                   First Lien
     16847833                                                        6.875                     0                            0        G01                   First Lien
     16847952                                                         6.25                     0                            0        G01                   First Lien
     16848071                                                            9                     0                            0        G01                   First Lien
     16848990                                                        7.625                     0                            0        G01                   First Lien
     16849173                                                        6.625                     0                            0        G01                   First Lien
     16849204                                                         7.25                     0                            0        G01                   First Lien
     16849288                                                          6.5                     0                            0        G01                   First Lien
     16849321                                                        6.875                     0                            0        G01                   First Lien
     16849357                                                        7.375                     0                            0        G01                   First Lien
     16849412                                                          7.5                     0                            0        G01                   First Lien
     16851063                                                         7.25                     0                            0        G01                   First Lien
     16851915                                                            7                     0                            0        G01                   First Lien
     16852255                                                          7.5                     0                            0        G01                   First Lien
     16852272                                                         7.75                     0                            0        G01                   First Lien
     16852332                                                        6.375                     0                            0        G01                   First Lien
     16852736                                                          6.5                     0                            0        G01                   First Lien
     16852750                                                         6.75                     0                            0        G01                   First Lien
     16852807                                                        7.625                     0                            0        G01                   First Lien
     16852822                                                        7.625                     0                            0        G01                   First Lien
     16852825                                                        6.125                     0                            0        G01                   First Lien
     16852956                                                         6.75                     0                            0        G01                   First Lien
     16853079                                                        6.875                     0                            0        G01                   First Lien
     16853104                                                        6.875                     0                            0        G01                   First Lien
     16853110                                                         8.75                     0                            0        G01                   First Lien
     16853113                                                        6.875                     0                            0        G01                   First Lien
     16853176                                                          6.5                     0                            0        G01                   First Lien
     16853316                                                         6.75                     0                            0        G01                   First Lien
     16853382                                                          8.5                     0                            0        G01                   First Lien
     16856433                                                        6.875                     0                            0        G01                   First Lien
     16856451                                                         6.75                     0                            0        G01                   First Lien
     16856471                                                            7                     0                            0        G01                   First Lien
     16856484                                                          6.5                     0                            0        G01                   First Lien
     16856618                                                          7.5                     0                            0        G01                   First Lien
     16856737                                                         7.75                     0                            0        G01                   First Lien
     16856915                                                        7.625                     0                            0        G01                   First Lien
     16857309                                                        7.875                     0                            0        G01                   First Lien
     16857350                                                        7.125                     0                            0        G01                   First Lien
     16857485                                                          6.5                     0                            0        G01                   First Lien
     16857659                                                         6.25                     0                            0        G01                   First Lien
     16859197                                                        7.875                     0                            0        G01                   First Lien
     16859454                                                        7.125                     0                            0        G01                   First Lien
     16859481                                                          8.5                     0                            0        G01                   First Lien
     16859546                                                          6.5                     0                            0        G01                   First Lien
     16962998                                                        6.125                     0                            0        G01                   First Lien
     16963215                                                        6.875                     0                            0        G01                   First Lien
     16963251                                                        7.375                     0                            0        G01                   First Lien
     16963314                                                         6.75                     0                            0        G01                   First Lien
     16963319                                                        7.875                     0                            0        G01                   First Lien
     16965164                                                        6.375                     0                            0        G01                   First Lien
     16965219                                                          6.5                     0                            0        G01                   First Lien
     16965279                                                         7.25                     0                            0        G01                   First Lien
     16965379                                                          6.5                     0                            0        G01                   First Lien
     16965477                                                          8.1                     0                            0        G01                   First Lien
     16965537                                                         6.75                     0                            0        G01                   First Lien
     16965664                                                        7.375                     0                            0        G01                   First Lien
     16968209                                                        7.125                     0                            0        G01                   First Lien
     16968310                                                         6.25                     0                            0        G01                   First Lien
     16970411                                                          7.5                     0                            0        G01                   First Lien
     16834976                                                            7                     0                            0        G01                   First Lien
     16843924                                                        6.875                     0                            0        G01                   First Lien
     16847344                                                        6.875                     0                            0        G01                   First Lien
     16812414                                                          7.5                     0                            0        G01                   First Lien
     16818956                                                          7.5                     0                            0        G01                   First Lien


   LOAN_ID              BALLOON             IO_PERIOD                     PORTFOLIO                     PREPAY
   -------              -------             ---------                     ---------                     ------
     16859986         Xx                             000         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 No
     16860014         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860040         No                             120         CNDU                                 No
     16860054         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860072         Yes                              0         CNDU                                 No
     16860080         No                             120         CNDU                                 No
     16860105         No                             120         CNDU                                 No
     16860107         No                             120         CNDU                                 No
     16860123         No                             120         CNDU                                 No
     16860132         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860137         No                             120         CNDU                                 No
     16860144         No                             120         CNDU                                 No
     16860149         No                             120         CNDU                                 No
     16860176         No                             120         CNDU                                 No
     16860183         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860202         No                             120         CNDU                                 No
     16860206         No                             120         CNDU                                 No
     16860209         No                             120         CNDU                                 No
     16860216         No                             120         CNDU                                 No
     16823231         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823242         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16807403         No                               0         CNDU                                 Yes
     16807407         No                             120         CNDU                                 Yes
     16807413         No                               0         CNDU                                 Yes
     16807424         No                             120         CNDU                                 Yes
     16807437         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16807441         No                               0         CNDU                                 Yes
     16807446         No                             120         CNDU                                 Yes
     16807459         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16808053         Yes                              0         CNDU                                 Yes
     16808059         No                             120         CNDU                                 Yes
     16808065         Yes                              0         CNDU                                 Yes
     16808067         No                               0         CNDU                                 Yes
     16808071         No                             120         CNDU                                 Yes
     16808072         No                             120         CNDU                                 Yes
     16808074         No                             120         CNDU                                 No
     16808082         No                             120         CNDU                                 No
     16808083         Xx                             000         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16808089         No                             120         CNDU                                 No
     16808102         No                             120         CNDU                                 No
     16808118         No                             120         CNDU                                 No
     16671354         No                               0         WFLN                                 Yes
     16654029         No                               0         EFLO                                 No
     16859174         No                               0         EFLO                                 No
     16859996         No                             120         CNDU                                 No
     16838846         No                               0         EFLO                                 No
     16778763         No                               0         EFLO                                 Yes
     16655528         No                               0         MCND                                 No
     16655536         No                               0         MCND                                 Yes
     16646336         No                               0         EFLO                                 No
     16646185         No                               0         EFLO                                 No
     16641310         No                               0         EFLO                                 No
     16640814         No                               0         EFLO                                 Yes
     16981541         No                               0         EFLO                                 No
     16980407         No                             120         EFLO                                 No
     16980425         No                               0         EFLO                                 Yes
     16980436         No                               0         EFLO                                 No
     16980440         No                               0         EFLO                                 No
     16980441         No                               0         EFLO                                 Yes
     16980451         No                               0         EFLO                                 Yes
     16979233         No                               0         EFLO                                 No
     16776588         No                               0         EFLO                                 Yes
     16979127         No                               0         EFLO                                 No
     16710604         No                               0         WFLN                                 Yes
     16709218         No                               0         WFLN                                 No
     16707560         No                               0         WFLN                                 No
     16628689         No                               0         EFLO                                 No
     16700036         Yes                              0         WFLN                                 Yes
     16860152         No                             120         CNDU                                 No
     16860156         No                             120         CNDU                                 No
     16860157         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860160         No                               0         CNDU                                 No
     16860164         No                             120         CNDU                                 No
     16860165         No                             120         CNDU                                 No
     16860167         No                             120         CNDU                                 No
     16860171         No                             120         CNDU                                 No
     16860173         No                             120         CNDU                                 No
     16860182         No                             120         CNDU                                 No
     16860184         No                             120         CNDU                                 No
     16860189         No                             120         CNDU                                 No
     16860191         No                             120         CNDU                                 No
     16860192         No                             120         CNDU                                 No
     16860193         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860203         No                               0         CNDU                                 No
     16860204         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860208         No                             120         CNDU                                 No
     16860211         No                             120         CNDU                                 No
     16860215         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860037         No                             120         CNDU                                 No
     16860039         No                             120         CNDU                                 No
     16860041         No                             120         CNDU                                 No
     16860043         No                             120         CNDU                                 No
     16860044         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860049         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860055         No                             120         CNDU                                 No
     16860056         No                             120         CNDU                                 No
     16860058         No                             120         CNDU                                 No
     16860059         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860062         No                             120         CNDU                                 No
     16860064         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860073         No                             120         CNDU                                 No
     16860077         No                             120         CNDU                                 No
     16860082         No                             120         CNDU                                 No
     16860083         No                             120         CNDU                                 No
     16860084         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860096         No                             120         CNDU                                 No
     16860097         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860102         No                             120         CNDU                                 No
     16860104         No                             120         CNDU                                 No
     16860108         No                             120         CNDU                                 No
     16860109         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860117         No                             120         CNDU                                 No
     16860118         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860122         No                             120         CNDU                                 No
     16860125         No                             120         CNDU                                 No
     16860127         No                             120         CNDU                                 No
     16860129         No                             120         CNDU                                 No
     16860138         Yes                              0         CNDU                                 No
     16860141         No                             120         CNDU                                 No
     16860143         No                             120         CNDU                                 No
     16860145         No                             120         CNDU                                 No
     16860146         No                             120         CNDU                                 No
     16860150         No                             120         CNDU                                 No
     16859985         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16859989         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16859998         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860005         No                             120         CNDU                                 No
     16860006         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860010         No                             120         CNDU                                 No
     16860012         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860016         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860018         No                             120         CNDU                                 No
     16860021         No                             120         CNDU                                 No
     16860024         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860028         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860032         No                             120         CNDU                                 No
     16860035         No                             120         CNDU                                 No
     16640397         No                               0         WFLN                                 No
     16596065         No                             120         WFLN                                 Yes
     16656282         No                               0         EFLO                                 No
     16564400         No                             120         EFLO                                 No
     16784842         Yes                              0         EFLO                                 No
     16804136         No                               0         EFLO                                 No
     16706471         No                               0         EFLO                                 No
     16765173         No                               0         EFLO                                 No
     16968371         No                             120         EFLO                                 No
     16857380         No                             120         EFLO                                 No
     16771354         No                               0         EFLO                                 No
     16807144         No                               0         EFLO                                 No
     16718199         No                             120         EFLO                                 No
     16638766         No                               0         EFLO                                 No
     16628852         No                               0         EFLO                                 Yes
     16657015         No                               0         EFLO                                 No
     16709223         No                               0         WFLN                                 No
     16710447         No                             120         WFLN                                 No
     16717987         No                             120         WFLN                                 Yes
     16687848         No                               0         WFLN                                 No
     16691845         No                             120         WFLN                                 Yes
     16666043         No                               0         EFLO                                 No
     16666977         No                             120         EFLO                                 Yes
     16662475         No                             120         EFLO                                 No
     16662483         No                               0         EFLO                                 No
     16662457         No                             120         EFLO                                 No
     16662425         No                             120         EFLO                                 No
     16662442         No                             120         EFLO                                 No
     16839684         No                               0         EFLO                                 Yes
     16814237         No                             120         EFLO                                 No
     16849016         No                               0         EFLO                                 Yes
     16860196         Xx                               0         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 No
     16860198         No                             120         CNDU                                 No
     16860199         No                             120         CNDU                                 No
     16860200         No                             120         CNDU                                 No
     16860201         No                             120         CNDU                                 No
     16860207         No                             120         CNDU                                 No
     16860210         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860213         No                             120         CNDU                                 No
     16860214         No                             120         CNDU                                 No
     16860217         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860134         No                             120         CNDU                                 No
     16860136         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860140         No                               0         CNDU                                 No
     16860142         No                             120         CNDU                                 No
     16860147         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860151         No                             120         CNDU                                 No
     16860153         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860155         No                               0         CNDU                                 No
     16860158         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860162         No                             120         CNDU                                 No
     16860163         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860168         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860170         No                             120         CNDU                                 No
     16860172         No                             120         CNDU                                 No
     16860174         No                             120         CNDU                                 No
     16860175         No                             120         CNDU                                 No
     16860177         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860179         No                             120         CNDU                                 No
     16860180         No                             120         CNDU                                 No
     16860181         No                             120         CNDU                                 No
     16860186         No                             120         CNDU                                 No
     16860187         No                             120         CNDU                                 No
     16860188         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860194         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860074         No                             120         CNDU                                 No
     16860075         No                             120         CNDU                                 No
     16860076         No                             120         CNDU                                 No
     16860078         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860081         No                             120         CNDU                                 No
     16860085         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860087         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860090         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860093         No                             120         CNDU                                 No
     16860094         No                             120         CNDU                                 No
     16860095         No                             120         CNDU                                 No
     16860099         No                             120         CNDU                                 No
     16860100         No                             120         CNDU                                 No
     16860101         No                             120         CNDU                                 No
     16860103         No                             120         CNDU                                 No
     16860106         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860111         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860115         No                             120         CNDU                                 No
     16860116         No                             120         CNDU                                 No
     16860120         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860124         No                             120         CNDU                                 No
     16860126         No                             120         CNDU                                 No
     16860128         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860131         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16859984         No                             120         CNDU                                 No
     16859987         No                             120         CNDU                                 No
     16859990         No                             120         CNDU                                 No
     16859991         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16859994         No                             120         CNDU                                 No
     16859995         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16859999         No                             120         CNDU                                 No
     16860000         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860004         No                             120         CNDU                                 No
     16860008         No                             120         CNDU                                 No
     16860009         No                             120         CNDU                                 No
     16860011         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860022         No                             120         CNDU                                 No
     16860023         No                             120         CNDU                                 No
     16860025         No                             120         CNDU                                 No
     16860026         No                             120         CNDU                                 No
     16860029         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860033         No                             120         CNDU                                 No
     16860034         No                             120         CNDU                                 No
     16860038         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860045         No                             120         CNDU                                 No
     16860047         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860051         No                             120         CNDU                                 No
     16860052         No                             120         CNDU                                 No
     16860053         No                             120         CNDU                                 No
     16860060         No                             120         CNDU                                 No
     16860063         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16860067         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16860070         No                             120         CNDU                                 No
     16683696         No                               0         WFLN                                 No
     16676341         No                             120         WFLN                                 Yes
     16776649         No                               0         EFLO                                 No
     16773119         Yes                              0         WFLN                                 No
     16778216         Yes                              0         WFLN                                 Yes
     16780513         No                               0         WFLN                                 Yes
     16797953         No                               0         WFLN                                 No
     16803184         No                               0         WFLN                                 Yes
     16802979         No                               0         WFLN                                 Yes
     16803263         No                               0         WFLN                                 Yes
     16764953         No                             120         WFLN                                 No
     16764852         No                               0         WFLN                                 Yes
     16767416         No                             120         WFLN                                 Yes
     16772878         Yes                              0         WFLN                                 Yes
     16839683         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16366715         No                             120         CNDU                                 No
     16731223         No                             120         WFLN                                 Yes
     16730111         No                               0         WFLN                                 No
     16722990         No                             120         WFLN                                 Yes
     16659113         No                             120         DFLO                                 No
     16807384         Yes                              0         CNDU                                 No
     16807410         No                               0         CNDU                                 No
     16807445         No                             120         CNDU                                 No
     16808045         Yes                              0         CNDU                                 Yes
     16808099         No                               0         CNDU                                 No
     16808101         No                             120         CNDU                                 No
     16814065         No                               0         EFLO                                 Yes
     16826855         No                             120         EFLO                                 No
     16801623         No                               0         EFLO                                 No
     16710768         No                             120         EFLO                                 Yes
     16778520         No                             120         EFLO                                 No
     16823213         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823221         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823226         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823235         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823245         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16807440         No                               0         CNDU                                 Yes
     16807444         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16807453         No                             120         CNDU                                 Yes
     16807458         No                             120         CNDU                                 Yes
     16807463         Xx                             000         XXXX                                 Xxx
     00000000         Xx                               0         XXXX                                 Yes
     16808051         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16808063         No                               0         CNDU                                 No
     16808064         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16808073         Yes                              0         CNDU                                 No
     16808076         Xx                             000         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16808078         No                             120         CNDU                                 Yes
     16808087         Xx                             000         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16808092         No                               0         CNDU                                 Yes
     16808093         No                             120         CNDU                                 No
     16808095         No                             120         CNDU                                 No
     16808098         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16808104         No                             120         CNDU                                 No
     16808108         No                             120         CNDU                                 No
     16808114         No                             120         CNDU                                 No
     16808123         No                             120         CNDU                                 Yes
     16807386         Xx                               0         XXXX                                 Xxx
     00000000         Xx                               0         XXXX                                 Yes
     16807395         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16807399         No                               0         CNDU                                 No
     16807404         Yes                              0         CNDU                                 No
     16807405         No                             120         CNDU                                 Yes
     16807406         No                               0         CNDU                                 Yes
     16807415         No                             120         CNDU                                 No
     16807416         Xx                             000         XXXX                                 Xxx
     00000000         Xx                               0         XXXX                                 Yes
     16807419         No                             120         CNDU                                 Yes
     16807420         No                             120         CNDU                                 Yes
     16807421         Yes                              0         CNDU                                 No
     16780378         Xx                               0         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16780390         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16780400         No                             120         CNDU                                 No
     16851263         No                             120         EFLO                                 Yes
     16851373         No                               0         EFLO                                 Yes
     16851375         No                               0         EFLO                                 Yes
     16851398         Yes                              0         EFLO                                 No
     16851887         No                               0         EFLO                                 Yes
     16851948         Yes                              0         EFLO                                 No
     16851996         No                             120         EFLO                                 Yes
     16849392         No                             120         EFLO                                 No
     16849399         No                             120         EFLO                                 No
     16849413         No                               0         EFLO                                 Yes
     16849453         No                             120         EFLO                                 No
     16849486         No                             120         EFLO                                 Yes
     16849508         No                               0         EFLO                                 No
     16849516         No                               0         EFLO                                 No
     16849555         No                             120         EFLO                                 No
     16851038         No                             120         EFLO                                 No
     16851058         No                             120         EFLO                                 Yes
     16851174         No                               0         EFLO                                 Yes
     16848988         No                             120         EFLO                                 No
     16848989         No                               0         EFLO                                 Yes
     16849179         No                               0         EFLO                                 No
     16849285         No                               0         EFLO                                 No
     16849306         No                             120         EFLO                                 No
     16847846         No                               0         EFLO                                 No
     16847860         No                             120         EFLO                                 No
     16847705         No                             120         EFLO                                 No
     16847902         No                             120         EFLO                                 No
     16847934         No                             120         EFLO                                 No
     16847752         No                             120         EFLO                                 Yes
     16847816         No                               0         EFLO                                 No
     16848018         No                             120         EFLO                                 Yes
     16845885         No                               0         EFLO                                 No
     16845909         No                               0         EFLO                                 Yes
     16845923         No                               0         EFLO                                 No
     16845932         No                               0         EFLO                                 No
     16845940         Yes                              0         EFLO                                 No
     16845948         No                               0         EFLO                                 Yes
     16845985         No                               0         EFLO                                 Yes
     16846005         No                             120         EFLO                                 Yes
     16846081         No                               0         EFLO                                 No
     16846320         No                             120         EFLO                                 Yes
     16847483         No                               0         EFLO                                 No
     16847492         No                               0         EFLO                                 Yes
     16846111         No                               0         EFLO                                 No
     16846196         No                               0         EFLO                                 Yes
     16846230         No                               0         EFLO                                 No
     16846233         No                               0         EFLO                                 No
     16846237         No                               0         EFLO                                 No
     16845639         No                               0         EFLO                                 Yes
     16845698         No                             120         EFLO                                 Yes
     16845719         No                               0         EFLO                                 Yes
     16845762         No                               0         EFLO                                 No
     16845569         No                               0         EFLO                                 Yes
     16845582         No                               0         EFLO                                 No
     16845587         No                               0         EFLO                                 No
     16845597         No                               0         EFLO                                 No
     16844664         No                               0         EFLO                                 No
     16844599         No                               0         EFLO                                 No
     16844654         No                               0         EFLO                                 Yes
     16844331         No                             120         EFLO                                 Yes
     16844387         No                             120         EFLO                                 No
     16844443         No                               0         EFLO                                 No
     16840054         No                             120         EFLO                                 No
     16840056         No                             120         EFLO                                 No
     16840061         No                               0         EFLO                                 No
     16840120         No                             120         EFLO                                 Yes
     16840156         No                               0         EFLO                                 No
     16840230         No                               0         EFLO                                 No
     16840234         No                               0         EFLO                                 Yes
     16840015         No                               0         EFLO                                 Yes
     16840021         No                               0         EFLO                                 No
     16839832         No                             120         EFLO                                 No
     16839836         No                             120         EFLO                                 No
     16839850         No                               0         EFLO                                 No
     16839888         No                             120         EFLO                                 No
     16839914         No                               0         EFLO                                 No
     16839926         No                               0         EFLO                                 Yes
     16839956         No                             120         EFLO                                 No
     16839733         No                               0         EFLO                                 No
     16839739         No                               0         EFLO                                 Yes
     16839753         No                               0         EFLO                                 Yes
     16839762         No                               0         EFLO                                 Yes
     16839781         No                             120         EFLO                                 Yes
     16839210         No                               0         EFLO                                 No
     16839236         No                             120         EFLO                                 No
     16839006         No                             120         EFLO                                 No
     16839056         No                               0         EFLO                                 Yes
     16839115         Yes                              0         EFLO                                 No
     16839160         No                             120         EFLO                                 Yes
     16838883         No                             120         EFLO                                 Yes
     16838905         Yes                              0         EFLO                                 No
     16838605         No                               0         EFLO                                 No
     16838608         No                               0         EFLO                                 No
     16838646         No                               0         EFLO                                 No
     16838672         No                               0         EFLO                                 Yes
     16838681         No                               0         EFLO                                 Yes
     16838751         No                             120         EFLO                                 No
     16838760         No                             120         EFLO                                 Yes
     16838821         No                               0         EFLO                                 No
     16835733         No                               0         EFLO                                 No
     16835780         No                               0         EFLO                                 No
     16835845         No                               0         EFLO                                 No
     16835284         No                               0         EFLO                                 No
     16835293         No                               0         EFLO                                 No
     16835308         No                               0         EFLO                                 No
     16835323         Yes                              0         EFLO                                 No
     16835375         No                               0         EFLO                                 No
     16835388         No                               0         EFLO                                 No
     16835415         No                               0         EFLO                                 No
     16835472         No                               0         EFLO                                 No
     16835486         No                               0         EFLO                                 Yes
     16835487         No                               0         EFLO                                 No
     16835488         No                             120         EFLO                                 No
     16835530         No                               0         EFLO                                 Yes
     16835549         No                             120         EFLO                                 No
     16835562         No                               0         EFLO                                 No
     16835582         No                               0         EFLO                                 Yes
     16835632         Yes                              0         EFLO                                 No
     16835647         No                               0         EFLO                                 No
     16835177         No                               0         EFLO                                 No
     16835195         No                               0         EFLO                                 No
     16835271         No                             120         EFLO                                 No
     16833101         No                               0         EFLO                                 Yes
     16833207         No                               0         EFLO                                 No
     16833215         No                               0         EFLO                                 No
     16832973         No                               0         EFLO                                 No
     16832980         No                               0         EFLO                                 Yes
     16833015         No                               0         EFLO                                 No
     16826983         No                               0         EFLO                                 No
     16826985         No                             120         EFLO                                 No
     16827005         No                               0         EFLO                                 No
     16832792         No                               0         EFLO                                 No
     16832821         No                               0         EFLO                                 No
     16832827         No                             120         EFLO                                 Yes
     16833074         No                             120         EFLO                                 No
     16833086         No                               0         EFLO                                 Yes
     16832909         No                             120         EFLO                                 Yes
     16832919         No                             120         EFLO                                 No
     16826602         No                               0         EFLO                                 No
     16826698         No                               0         EFLO                                 No
     16824428         No                               0         EFLO                                 No
     16826552         No                             120         EFLO                                 No
     16710653         No                               0         WFLN                                 Yes
     16824294         Yes                              0         EFLO                                 No
     16824339         Yes                              0         EFLO                                 No
     16819388         No                               0         EFLO                                 No
     16819391         No                             120         EFLO                                 No
     16823690         No                             120         EFLO                                 No
     16823746         No                               0         EFLO                                 No
     16823779         No                               0         EFLO                                 Yes
     16823797         Yes                              0         EFLO                                 Yes
     16823817         No                             120         EFLO                                 Yes
     16819455         No                             120         EFLO                                 No
     16819456         No                             120         EFLO                                 No
     16823835         No                               0         EFLO                                 Yes
     16819517         No                             120         EFLO                                 Yes
     16819550         No                               0         EFLO                                 No
     16823952         No                             120         EFLO                                 Yes
     16819561         No                             120         EFLO                                 No
     16819576         No                               0         EFLO                                 Yes
     16819624         No                               0         EFLO                                 No
     16819657         No                               0         EFLO                                 No
     16824053         No                               0         EFLO                                 No
     16819736         No                               0         EFLO                                 No
     16824164         No                               0         EFLO                                 No
     16824169         No                               0         EFLO                                 No
     16824177         No                             120         EFLO                                 No
     16824181         No                               0         EFLO                                 Yes
     16824185         No                             120         EFLO                                 No
     16819856         No                               0         EFLO                                 Yes
     16823638         No                             120         EFLO                                 No
     16676897         No                             120         EFLO                                 Yes
     16780380         Xx                               0         XXXX                                 Xx
     00000000         Xxx                              0         XXXX                                 Yes
     16780392         No                               0         CNDU                                 Yes
     16819266         No                               0         EFLO                                 No
     16819273         No                             120         EFLO                                 No
     16819291         No                               0         EFLO                                 No
     16819313         No                               0         EFLO                                 No
     16814126         No                               0         EFLO                                 Yes
     16814131         No                               0         EFLO                                 No
     16814169         No                             120         EFLO                                 No
     16813662         No                               0         EFLO                                 Yes
     16813687         No                             120         EFLO                                 No
     16813723         No                             120         EFLO                                 Yes
     16814188         No                               0         EFLO                                 No
     16814215         No                               0         EFLO                                 Yes
     16813735         No                             120         EFLO                                 Yes
     16813751         No                             120         EFLO                                 Yes
     16813766         No                             120         EFLO                                 Yes
     16814337         No                             120         EFLO                                 Yes
     16813781         No                               0         EFLO                                 No
     16819083         No                               0         EFLO                                 Yes
     16819121         No                               0         EFLO                                 No
     16813966         No                             120         EFLO                                 No
     16813994         No                               0         EFLO                                 No
     16814003         No                             120         EFLO                                 Yes
     16814059         No                             120         EFLO                                 No
     16814062         No                               0         EFLO                                 No
     16814067         No                             120         EFLO                                 No
     16814077         No                               0         EFLO                                 Yes
     16814088         No                               0         EFLO                                 No
     16814104         No                               0         EFLO                                 No
     16819218         No                             120         EFLO                                 Yes
     16819220         No                               0         EFLO                                 No
     16697511         No                               0         EFLO                                 No
     16680550         No                             120         EFLO                                 Yes
     16680551         No                               0         EFLO                                 Yes
     16695631         No                             120         CNDU                                 No
     16970821         No                               0         EFLO                                 Yes
     16970825         No                               0         EFLO                                 Yes
     16970895         No                             120         EFLO                                 No
     16974033         No                               0         EFLO                                 No
     16970640         No                               0         EFLO                                 No
     16970667         No                             120         EFLO                                 Yes
     16823215         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823227         No                               0         CNDU                                 No
     16567451         No                               0         EFLO                                 No
     16823228         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16823230         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823240         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16823248         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16808056         No                               0         CNDU                                 No
     16808057         Yes                              0         CNDU                                 No
     16808058         No                             120         CNDU                                 No
     16808062         Xx                               0         XXXX                                 Xx
     00000000         Xxx                              0         XXXX                                 Yes
     16808069         Yes                              0         CNDU                                 No
     16808079         No                             120         CNDU                                 Yes
     16808080         Yes                              0         CNDU                                 Yes
     16808081         No                             120         CNDU                                 No
     16808086         No                             120         CNDU                                 No
     16808088         No                             120         CNDU                                 Yes
     16808091         No                               0         CNDU                                 No
     16808097         No                             120         CNDU                                 No
     16808106         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Xx
     16808110         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16808112         Xx                               0         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16808117         Xx                             000         XXXX                                 Xxx
     00000000         Xx                               0         XXXX                                 Yes
     16808120         No                             120         CNDU                                 Yes
     16807411         No                               0         CNDU                                 No
     16807414         No                             120         CNDU                                 No
     16807418         Xx                               0         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16807423         Xx                               0         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16807431         Xx                               0         XXXX                                 Xx
     00000000         Xx                             000         XXXX                                 Yes
     16807443         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16807451         No                             120         CNDU                                 Yes
     16807466         No                             120         CNDU                                 No
     16808043         Yes                              0         CNDU                                 No
     16808044         No                               0         CNDU                                 Yes
     16808046         No                             120         CNDU                                 Yes
     16808048         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16808050         No                               0         CNDU                                 No
     16808052         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16807388         Xx                             000         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16807390         Yes                              0         CNDU                                 No
     16807391         Xx                               0         XXXX                                 Xxx
     00000000         Xx                               0         XXXX                                 Yes
     16807398         No                               0         CNDU                                 No
     16807408         Yes                              0         CNDU                                 Yes
     16780387         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 No
     16780391         Yes                              0         CNDU                                 Yes
     16780394         No                             120         CNDU                                 No
     16780395         Yes                              0         CNDU                                 No
     16780397         Yes                              0         CNDU                                 No
     16780398         Xx                               0         XXXX                                 Xx
     00000000         Xx                               0         XXXX                                 Yes
     16780379         No                             120         CNDU                                 No
     16780381         Yes                              0         CNDU                                 No
     16780382         Yes                              0         CNDU                                 Yes
     16780384         Yes                              0         CNDU                                 No
     16780386         Yes                              0         CNDU                                 No
     16852560         No                               0         WFLN                                 No
     16843967         No                               0         WFLN                                 Yes
     16838388         No                               0         WFLN                                 No
     16845400         No                             120         WFLN                                 Yes
     16838397         No                               0         WFLN                                 Yes
     16838398         No                               0         WFLN                                 No
     16847269         No                               0         WFLN                                 Yes
     16825962         No                             120         WFLN                                 Yes
     16826050         Yes                              0         WFLN                                 Yes
     16818707         No                               0         WFLN                                 No
     16826118         No                             120         WFLN                                 Yes
     16826134         No                               0         WFLN                                 Yes
     16818941         No                               0         WFLN                                 Yes
     16832566         No                             120         WFLN                                 Yes
     16832596         No                               0         WFLN                                 No
     16834988         No                             120         WFLN                                 No
     16808308         No                               0         WFLN                                 Yes
     16797945         No                               0         WFLN                                 No
     16797992         No                               0         WFLN                                 Yes
     16797946         No                               0         WFLN                                 Yes
     16798024         No                               0         WFLN                                 No
     16799233         Yes                              0         WFLN                                 Yes
     16799229         No                               0         WFLN                                 Yes
     16801218         Yes                              0         WFLN                                 Yes
     16801318         No                             120         WFLN                                 No
     16808398         No                               0         WFLN                                 Yes
     16808253         No                               0         WFLN                                 Yes
     16803122         No                             120         WFLN                                 Yes
     16803162         No                             120         WFLN                                 No
     16803219         No                             120         WFLN                                 No
     16806470         No                               0         WFLN                                 Yes
     16812462         No                             120         WFLN                                 Yes
     16806548         Yes                              0         WFLN                                 No
     16812503         Yes                              0         WFLN                                 Yes
     16780479         No                               0         WFLN                                 No
     16780481         No                             120         WFLN                                 Yes
     16785199         No                               0         WFLN                                 Yes
     16785212         Yes                              0         WFLN                                 No
     16785239         No                               0         WFLN                                 No
     16785107         No                               0         WFLN                                 No
     16787107         Yes                              0         WFLN                                 No
     16778108         No                               0         WFLN                                 Yes
     16778112         No                             120         WFLN                                 Yes
     16787131         No                               0         WFLN                                 Yes
     16787167         No                               0         WFLN                                 Yes
     16787223         No                               0         WFLN                                 Yes
     16787234         Yes                              0         WFLN                                 Yes
     16790161         Yes                              0         WFLN                                 Yes
     16790213         No                               0         WFLN                                 Yes
     16790253         No                             120         WFLN                                 No
     16790140         No                               0         WFLN                                 No
     16797980         No                               0         WFLN                                 No
     16767343         No                               0         WFLN                                 No
     16731260         No                               0         WFLN                                 No
     16767348         No                               0         WFLN                                 Yes
     16772884         No                               0         WFLN                                 Yes
     16773038         No                             120         WFLN                                 Yes
     16731227         No                               0         WFLN                                 Yes
     16773247         No                               0         WFLN                                 Yes
     16764949         No                               0         WFLN                                 No
     16764850         No                               0         WFLN                                 Yes
     16764976         No                               0         WFLN                                 No
     16764977         No                               0         WFLN                                 No
     16765019         No                             120         WFLN                                 No
     16765028         No                               0         WFLN                                 Yes
     16775709         No                               0         WFLN                                 Yes
     16775710         No                               0         WFLN                                 No
     16775796         No                               0         WFLN                                 No
     16767339         No                             120         WFLN                                 No
     16776375         No                               0         WFLN                                 No
     16776293         Yes                              0         WFLN                                 Yes
     16722841         No                               0         WFLN                                 Yes
     16716212         No                               0         WFLN                                 No
     16717904         No                               0         WFLN                                 No
     16717939         No                               0         WFLN                                 No
     16727978         No                               0         WFLN                                 Yes
     16717915         No                             120         WFLN                                 No
     16730106         No                               0         WFLN                                 No
     16730394         No                               0         WFLN                                 Yes
     16730418         No                               0         WFLN                                 Yes
     16696201         No                             120         EFLO                                 No
     16693894         No                             120         EFLO                                 No
     16695903         No                               0         EFLO                                 No
     16697650         No                               0         EFLO                                 Yes
     16697670         No                               0         EFLO                                 No
     16693398         No                               0         EFLO                                 Yes
     16693653         No                               0         EFLO                                 No
     16693710         No                             120         EFLO                                 No
     16693714         No                               0         EFLO                                 No
     16693759         No                               0         EFLO                                 No
     16688248         No                             120         EFLO                                 No
     16688297         No                               0         EFLO                                 No
     16681699         No                             120         EFLO                                 No
     16681730         No                             120         EFLO                                 No
     16684460         No                               0         EFLO                                 No
     16681290         No                             120         EFLO                                 No
     16968229         No                               0         EFLO                                 No
     16968230         No                               0         EFLO                                 No
     16968231         No                               0         EFLO                                 No
     16968241         No                               0         EFLO                                 No
     17003621         Yes                              0         EFLO                                 No
     16985001         No                             120         EFLO                                 No
     16984792         No                               0         EFLO                                 No
     16982891         No                             120         EFLO                                 Yes
     16982908         No                               0         EFLO                                 Yes
     16982888         No                             120         EFLO                                 Yes
     16978726         No                             120         EFLO                                 No
     16979249         No                               0         EFLO                                 No
     16980391         No                               0         EFLO                                 Yes
     16980429         No                               0         EFLO                                 No
     16670408         No                               0         EFLO                                 Yes
     16665789         No                               0         EFLO                                 No
     16666906         No                               0         EFLO                                 Yes
     16973914         No                               0         EFLO                                 No
     16973933         No                               0         EFLO                                 Yes
     16974039         No                               0         EFLO                                 Yes
     16970818         No                               0         EFLO                                 Yes
     16970823         No                               0         EFLO                                 No
     16970630         No                               0         EFLO                                 No
     16662630         No                             120         EFLO                                 No
     16970579         No                               0         EFLO                                 Yes
     16659166         No                             120         EFLO                                 Yes
     16965517         No                               0         EFLO                                 No
     16965306         No                             120         EFLO                                 No
     16965384         No                               0         EFLO                                 No
     16963244         No                               0         EFLO                                 No
     16963017         No                             120         EFLO                                 Yes
     16963042         No                               0         EFLO                                 Yes
     16859586         No                               0         EFLO                                 No
     16962952         No                             120         EFLO                                 Yes
     16962995         No                               0         EFLO                                 No
     16859249         No                               0         EFLO                                 No
     16859543         No                               0         EFLO                                 Yes
     16857481         No                               0         EFLO                                 No
     16857486         No                               0         EFLO                                 Yes
     16857489         No                               0         EFLO                                 Yes
     16857500         No                               0         EFLO                                 No
     16857502         No                               0         EFLO                                 No
     16857530         No                               0         EFLO                                 Yes
     16857541         No                             120         EFLO                                 Yes
     16857542         No                             120         EFLO                                 No
     16857546         No                               0         EFLO                                 Yes
     16857625         No                             120         EFLO                                 No
     16856979         No                               0         EFLO                                 No
     16857377         No                             120         EFLO                                 No
     16656486         No                               0         EFLO                                 No
     16856464         No                               0         EFLO                                 Yes
     16856501         No                               0         EFLO                                 No
     16856525         No                               0         EFLO                                 No
     16856530         No                               0         EFLO                                 No
     16856563         No                             120         EFLO                                 No
     16856567         Yes                              0         EFLO                                 No
     16853120         No                               0         EFLO                                 No
     16853157         No                             120         EFLO                                 No
     16853179         No                             120         EFLO                                 No
     16853352         No                               0         EFLO                                 No
     16853365         No                               0         EFLO                                 No
     16853385         No                               0         EFLO                                 No
     16856423         No                               0         EFLO                                 No
     16852860         No                             120         EFLO                                 Yes
     16852915         No                             120         EFLO                                 Yes
     16852953         No                             120         EFLO                                 No
     16852976         Yes                              0         EFLO                                 No
     16853010         Yes                              0         EFLO                                 No
     16852716         No                               0         EFLO                                 Yes
     16852717         No                               0         EFLO                                 No
     16852734         No                               0         EFLO                                 No
     16852789         No                             120         EFLO                                 Yes
     16852792         No                               0         EFLO                                 Yes
     16852249         No                               0         EFLO                                 No
     16852251         No                               0         EFLO                                 No
     16852134         No                             120         EFLO                                 Yes
     16852031         No                             120         EFLO                                 No
     16852045         No                             120         EFLO                                 No
     16653729         No                             120         EFLO                                 Yes
     16680563         No                             120         EFLO                                 Yes
     16680574         No                             120         EFLO                                 Yes
     16970824         No                               0         EFLO                                 Yes
     16973937         No                             120         EFLO                                 No
     16980837         No                               0         EFLO                                 No
     16844660         No                               0         EFLO                                 No
     16846064         No                             120         EFLO                                 No
     16846151         No                               0         EFLO                                 Yes
     16846178         No                               0         EFLO                                 Yes
     16848015         No                             120         EFLO                                 No
     16849167         No                               0         EFLO                                 No
     16849433         No                               0         EFLO                                 No
     16851182         No                               0         EFLO                                 Yes
     16851236         No                               0         EFLO                                 No
     16852390         No                               0         EFLO                                 Yes
     16852791         No                               0         EFLO                                 Yes
     16853037         No                               0         EFLO                                 No
     16853165         No                               0         EFLO                                 No
     16853269         No                               0         EFLO                                 Yes
     16856506         No                             120         EFLO                                 Yes
     16859304         No                             120         EFLO                                 Yes
     16859306         Yes                              0         EFLO                                 No
     16963093         Yes                              0         EFLO                                 No
     16963241         No                               0         EFLO                                 No
     16845703         No                             120         EFLO                                 Yes
     16968250         No                             120         EFLO                                 No
     16968312         Yes                              0         EFLO                                 No
     16968348         No                             120         EFLO                                 No
     16968521         No                               0         EFLO                                 No
     16814349         No                             120         EFLO                                 No
     16814351         No                             120         EFLO                                 No
     16819182         No                             120         EFLO                                 Yes
     16819655         No                               0         EFLO                                 Yes
     16819678         No                               0         EFLO                                 No
     16819698         No                               0         EFLO                                 Yes
     16819852         No                               0         EFLO                                 Yes
     16823688         No                               0         EFLO                                 Yes
     16824250         No                               0         EFLO                                 Yes
     16824273         No                             120         EFLO                                 Yes
     16824320         No                             120         EFLO                                 No
     16824375         No                               0         EFLO                                 No
     16827091         No                             120         EFLO                                 No
     16832920         No                               0         EFLO                                 No
     16832931         No                               0         EFLO                                 No
     16833096         No                               0         EFLO                                 No
     16833146         No                               0         EFLO                                 No
     16835214         No                             120         EFLO                                 Yes
     16835516         No                               0         EFLO                                 No
     16835573         No                             120         EFLO                                 Yes
     16838774         No                             120         EFLO                                 No
     16839760         No                               0         EFLO                                 No
     16839829         No                             120         EFLO                                 Yes
     16840066         No                               0         EFLO                                 No
     16840141         Yes                              0         EFLO                                 No
     16844372         No                               0         EFLO                                 Yes
     16597648         No                               0         EFLO                                 Yes
     16672452         No                               0         EFLO                                 No
     16767882         No                               0         EFLO                                 No
     16770920         No                             120         EFLO                                 No
     16772480         No                               0         EFLO                                 Yes
     16772525         No                               0         EFLO                                 No
     16801624         No                               0         EFLO                                 No
     16813942         No                             120         EFLO                                 No
     16849400         Yes                              0         EFLO                                 No
     16852870         No                               0         EFLO                                 No
     16731543         No                               0         EFLO                                 No
     16771098         No                               0         EFLO                                 No
     16771757         No                               0         EFLO                                 No
     16723161         No                             120         EFLO                                 Yes
     16718881         No                               0         EFLO                                 No
     16721760         No                               0         EFLO                                 Yes
     16723054         No                               0         EFLO                                 No
     16667427         No                               0         EFLO                                 No
     16814268         No                             120         EFLO                                 Yes
     16809898         No                             120         EFLO                                 Yes
     16809907         No                               0         EFLO                                 No
     16813580         No                               0         EFLO                                 No
     16813594         No                               0         EFLO                                 No
     16813598         No                               0         EFLO                                 No
     16809714         No                               0         EFLO                                 No
     16813638         No                               0         EFLO                                 Yes
     16809566         No                               0         EFLO                                 No
     16809578         No                               0         EFLO                                 Yes
     16809448         No                             120         EFLO                                 Yes
     16809631         No                               0         EFLO                                 No
     16809636         No                             120         EFLO                                 Yes
     16809476         No                             120         EFLO                                 No
     16784888         No                               0         EFLO                                 No
     16784951         No                               0         EFLO                                 No
     16788864         No                             120         EFLO                                 Yes
     16803906         No                               0         EFLO                                 Yes
     16803942         Yes                              0         EFLO                                 No
     16806908         No                               0         EFLO                                 Yes
     16806977         No                             120         EFLO                                 No
     16806988         No                             120         EFLO                                 No
     16807107         No                               0         EFLO                                 No
     16807137         No                               0         EFLO                                 No
     16807167         No                               0         EFLO                                 No
     16809180         No                               0         EFLO                                 Yes
     16809348         No                               0         EFLO                                 No
     16790412         No                               0         EFLO                                 No
     16809536         No                               0         EFLO                                 No
     16809540         No                               0         EFLO                                 Yes
     16809775         No                               0         EFLO                                 No
     16790606         Yes                              0         EFLO                                 No
     16790763         No                             120         EFLO                                 Yes
     16791063         No                               0         EFLO                                 Yes
     16813630         No                             120         EFLO                                 Yes
     16798300         Yes                              0         EFLO                                 No
     16813989         No                               0         EFLO                                 No
     16814027         No                               0         EFLO                                 No
     16814132         No                               0         EFLO                                 Yes
     16814209         No                               0         EFLO                                 Yes
     16814227         No                             120         EFLO                                 No
     16801506         No                             120         EFLO                                 Yes
     16768392         No                             120         EFLO                                 No
     16770561         No                               0         EFLO                                 Yes
     16770801         No                             120         EFLO                                 No
     16771059         No                             120         EFLO                                 Yes
     16771315         No                             120         EFLO                                 No
     16771753         No                               0         EFLO                                 Yes
     16771901         No                               0         EFLO                                 Yes
     16771909         No                               0         EFLO                                 No
     16772000         No                               0         EFLO                                 Yes
     16772106         No                               0         EFLO                                 No
     16772181         No                             120         EFLO                                 No
     16772496         No                             120         EFLO                                 Yes
     16772657         No                             120         EFLO                                 No
     16778879         No                             120         EFLO                                 Yes
     16775328         No                              60         EFLO                                 Yes
     16776947         No                               0         EFLO                                 Yes
     16777112         No                             120         EFLO                                 No
     16784563         No                             120         EFLO                                 No
     16784635         No                             120         EFLO                                 No
     16784731         No                               0         EFLO                                 No
     16784882         No                             120         EFLO                                 Yes
     16717821         No                             120         EFLO                                 Yes
     16718530         No                               0         EFLO                                 No
     16721961         Yes                              0         EFLO                                 Yes
     16723741         No                             120         EFLO                                 No
     16728400         No                             120         EFLO                                 No
     16728539         No                               0         EFLO                                 No
     16728679         No                             120         EFLO                                 No
     16728791         No                               0         EFLO                                 No
     16728814         No                             120         EFLO                                 No
     16728837         No                             120         EFLO                                 Yes
     16729438         No                               0         EFLO                                 No
     16729753         No                             120         EFLO                                 No
     16731517         No                             120         EFLO                                 Yes
     16731668         No                               0         EFLO                                 No
     16732008         No                             120         EFLO                                 No
     16732021         No                             120         EFLO                                 No
     16765048         No                               0         EFLO                                 Yes
     16765130         No                               0         EFLO                                 No
     16765150         No                               0         EFLO                                 Yes
     16765551         No                               0         EFLO                                 No
     16719009         No                             120         EFLO                                 No
     16768304         No                               0         EFLO                                 No
     16714810         No                             120         EFLO                                 No
     16717167         No                             120         EFLO                                 No
     16708158         No                             120         EFLO                                 No
     16708217         No                               0         EFLO                                 Yes
     16709528         No                               0         EFLO                                 No
     16709725         No                               0         EFLO                                 No
     16710797         No                               0         EFLO                                 No
     16706564         No                             120         EFLO                                 No
     16806901         No                             120         EFLO                                 No
     16807006         No                             120         EFLO                                 No
     16807050         No                               0         EFLO                                 No
     16809410         No                               0         EFLO                                 No
     16809418         No                               0         EFLO                                 Yes
     16807101         No                               0         EFLO                                 No
     16807170         No                             120         EFLO                                 Yes
     16807212         No                               0         EFLO                                 No
     16807256         No                               0         EFLO                                 Yes
     16807277         No                               0         EFLO                                 Yes
     16809190         No                               0         EFLO                                 Yes
     16809208         No                             120         EFLO                                 Yes
     16809225         No                               0         EFLO                                 Yes
     16809227         No                             120         EFLO                                 No
     16809244         No                             120         EFLO                                 Yes
     16809268         No                               0         EFLO                                 Yes
     16809296         No                               0         EFLO                                 No
     16809326         No                               0         EFLO                                 No
     16809366         No                               0         EFLO                                 Yes
     16803617         No                               0         EFLO                                 No
     16803663         Yes                              0         EFLO                                 No
     16803765         No                             120         EFLO                                 No
     16803817         No                             120         EFLO                                 Yes
     16803849         Yes                              0         EFLO                                 Yes
     16803926         No                               0         EFLO                                 No
     16803952         No                               0         EFLO                                 No
     16803955         No                             120         EFLO                                 No
     16803962         No                               0         EFLO                                 Yes
     16804097         No                               0         EFLO                                 No
     16804110         No                               0         EFLO                                 No
     16804197         No                               0         EFLO                                 Yes
     16806670         No                             120         EFLO                                 No
     16806717         No                             120         EFLO                                 Yes
     16806720         No                             120         EFLO                                 Yes
     16801683         No                               0         EFLO                                 No
     16801695         No                               0         EFLO                                 Yes
     16801702         No                               0         EFLO                                 No
     16801741         No                               0         EFLO                                 Yes
     16801744         No                               0         EFLO                                 No
     16801773         No                               0         EFLO                                 No
     16801804         No                             120         EFLO                                 No
     16801809         No                               0         EFLO                                 Yes
     16801833         No                               0         EFLO                                 No
     16801843         No                             120         EFLO                                 No
     16801855         No                             120         EFLO                                 Yes
     16801863         No                             120         EFLO                                 Yes
     16801891         No                               0         EFLO                                 No
     16801960         No                               0         EFLO                                 No
     16801977         No                             120         EFLO                                 Yes
     16803536         No                               0         EFLO                                 No
     16803300         No                               0         EFLO                                 No
     16803353         Yes                              0         EFLO                                 Yes
     16803365         Yes                              0         EFLO                                 No
     16803368         No                               0         EFLO                                 No
     16803388         No                             120         EFLO                                 No
     16803557         No                               0         EFLO                                 No
     16803563         No                             120         EFLO                                 No
     16791040         No                               0         EFLO                                 No
     16798787         Yes                              0         EFLO                                 No
     16798790         No                               0         EFLO                                 Yes
     16704185         No                             120         EFLO                                 No
     16791094         No                               0         EFLO                                 No
     16791103         No                               0         EFLO                                 Yes
     16798826         No                             120         EFLO                                 Yes
     16801438         No                               0         EFLO                                 No
     16798200         No                               0         EFLO                                 Yes
     16798208         No                               0         EFLO                                 No
     16798219         No                               0         EFLO                                 No
     16798223         No                               0         EFLO                                 No
     16798238         No                               0         EFLO                                 Yes
     16798254         No                               0         EFLO                                 No
     16801482         No                               0         EFLO                                 No
     16801541         No                               0         EFLO                                 Yes
     16798424         No                               0         EFLO                                 No
     16798452         No                             120         EFLO                                 No
     16798460         No                             120         EFLO                                 No
     16801595         No                               0         EFLO                                 No
     16798548         No                               0         EFLO                                 Yes
     16798556         No                             120         EFLO                                 No
     16798604         No                             120         EFLO                                 Yes
     16798611         No                               0         EFLO                                 Yes
     16798667         No                               0         EFLO                                 No
     16798696         No                             120         EFLO                                 Yes
     16798705         No                               0         EFLO                                 No
     16798718         No                             120         EFLO                                 No
     16798724         No                               0         EFLO                                 Yes
     16798738         No                               0         EFLO                                 Yes
     16798744         No                               0         EFLO                                 No
     16798757         No                               0         EFLO                                 No
     16788753         No                              60         EFLO                                 Yes
     16788768         No                             120         EFLO                                 Yes
     16788908         No                               0         EFLO                                 No
     16788937         No                             120         EFLO                                 No
     16788946         No                               0         EFLO                                 No
     16788950         No                               0         EFLO                                 Yes
     16789021         No                               0         EFLO                                 No
     16790796         No                             120         EFLO                                 No
     16790408         No                               0         EFLO                                 No
     16790841         No                               0         EFLO                                 No
     16790455         No                             120         EFLO                                 No
     16790462         No                             120         EFLO                                 No
     16790467         No                               0         EFLO                                 Yes
     16790945         No                             120         EFLO                                 No
     16790509         No                               0         EFLO                                 No
     16790512         No                               0         EFLO                                 Yes
     16790536         No                               0         EFLO                                 Yes
     16790605         No                               0         EFLO                                 No
     16781375         No                               0         EFLO                                 No
     16786235         No                             120         EFLO                                 No
     16786242         No                             120         EFLO                                 No
     16784666         No                               0         EFLO                                 Yes
     16788425         No                             120         EFLO                                 Yes
     16784770         No                               0         EFLO                                 No
     16788437         No                             120         EFLO                                 Yes
     16788440         No                               0         EFLO                                 No
     16788463         No                             120         EFLO                                 Yes
     16784879         No                             120         EFLO                                 No
     16788485         No                             120         EFLO                                 Yes
     16788578         No                             120         EFLO                                 Yes
     16784922         No                               0         EFLO                                 Yes
     16784942         No                               0         EFLO                                 No
     16784960         No                               0         EFLO                                 No
     16784969         No                               0         EFLO                                 No
     16788604         No                               0         EFLO                                 No
     16788632         No                               0         EFLO                                 Yes
     16788655         No                               0         EFLO                                 Yes
     16788669         No                               0         EFLO                                 No
     16788672         No                               0         EFLO                                 No
     16788687         No                               0         EFLO                                 Yes
     16788690         No                             120         EFLO                                 Yes
     16788705         No                             120         EFLO                                 Yes
     16788717         No                               0         EFLO                                 No
     16778747         No                             120         EFLO                                 No
     16778761         No                               0         EFLO                                 No
     16780921         No                             120         EFLO                                 No
     16780992         No                               0         EFLO                                 Yes
     16778825         No                               0         EFLO                                 Yes
     16778909         No                               0         EFLO                                 No
     16781166         No                               0         EFLO                                 Yes
     16781192         No                             120         EFLO                                 No
     16781237         No                               0         EFLO                                 Yes
     16781273         No                               0         EFLO                                 No
     16781275         No                               0         EFLO                                 Yes
     16781315         No                               0         EFLO                                 No
     16780726         No                             120         EFLO                                 Yes
     16780765         No                               0         EFLO                                 Yes
     16780823         No                               0         EFLO                                 No
     16780864         No                               0         EFLO                                 No
     16780879         No                             120         EFLO                                 No
     16780883         No                             120         EFLO                                 No
     16780905         No                               0         EFLO                                 Yes
     16776889         No                             120         EFLO                                 Yes
     16776897         No                               0         EFLO                                 Yes
     16776905         No                             120         EFLO                                 No
     16778276         No                             120         EFLO                                 No
     16778295         No                               0         EFLO                                 No
     16776946         No                               0         EFLO                                 No
     16776991         No                             120         EFLO                                 No
     16777096         No                             120         EFLO                                 Yes
     16777098         No                               0         EFLO                                 Yes
     16777120         No                               0         EFLO                                 No
     16778452         No                               0         EFLO                                 Yes
     16778564         No                             120         EFLO                                 No
     16777172         No                             120         EFLO                                 No
     16778685         No                             120         EFLO                                 No
     16778693         No                               0         EFLO                                 No
     16778709         No                               0         EFLO                                 No
     16777242         No                             120         EFLO                                 Yes
     16778254         No                               0         EFLO                                 Yes
     16775054         No                             120         EFLO                                 No
     16775076         No                             120         EFLO                                 No
     16775290         No                               0         EFLO                                 Yes
     16776537         No                               0         EFLO                                 No
     16776581         No                               0         EFLO                                 Yes
     16775410         No                               0         EFLO                                 No
     16776629         No                             120         EFLO                                 No
     16776638         No                               0         EFLO                                 No
     16776674         No                               0         EFLO                                 No
     16776678         No                               0         EFLO                                 No
     16775448         No                               0         EFLO                                 No
     16775463         No                               0         EFLO                                 No
     16776737         No                               0         EFLO                                 No
     16776745         No                               0         EFLO                                 No
     16775507         No                               0         EFLO                                 No
     16776804         No                             120         EFLO                                 No
     16771999         No                             120         EFLO                                 No
     16772070         No                               0         EFLO                                 No
     16772080         No                             120         EFLO                                 No
     16772103         No                             120         EFLO                                 No
     16772128         No                             120         EFLO                                 No
     16772292         No                               0         EFLO                                 No
     16774930         No                               0         EFLO                                 Yes
     16772449         No                               0         EFLO                                 No
     16772565         No                               0         EFLO                                 Yes
     16772606         No                             120         EFLO                                 Yes
     16772690         No                               0         EFLO                                 No
     16772700         No                             120         EFLO                                 No
     16774949         No                             120         EFLO                                 No
     16774965         No                             120         EFLO                                 No
     16774978         No                             120         EFLO                                 Yes
     16774997         No                               0         EFLO                                 No
     16774998         No                               0         EFLO                                 No
     16774833         No                               0         EFLO                                 No
     16774875         Yes                              0         EFLO                                 Yes
     16770749         No                               0         EFLO                                 Yes
     16770903         No                             120         EFLO                                 Yes
     16771022         No                               0         EFLO                                 No
     16771029         No                               0         EFLO                                 No
     16771037         No                               0         EFLO                                 No
     16771050         No                             120         EFLO                                 Yes
     16771114         No                               0         EFLO                                 No
     16771162         No                               0         EFLO                                 No
     16771181         Yes                              0         EFLO                                 No
     16771228         No                               0         EFLO                                 No
     16771245         No                               0         EFLO                                 No
     16771741         No                               0         EFLO                                 No
     16771922         No                             120         EFLO                                 No
     16771929         No                             120         EFLO                                 No
     16771935         No                               0         EFLO                                 No
     16771835         No                               0         EFLO                                 Yes
     16768084         No                             120         EFLO                                 No
     16768114         No                             120         EFLO                                 No
     16765387         No                             120         EFLO                                 No
     16765423         No                             120         EFLO                                 No
     16765427         No                             120         EFLO                                 No
     16765590         No                               0         EFLO                                 Yes
     16765623         No                               0         EFLO                                 No
     16767837         No                             120         EFLO                                 Yes
     16767879         No                               0         EFLO                                 No
     16768439         No                             120         EFLO                                 No
     16767917         No                             120         EFLO                                 Yes
     16767921         No                             120         EFLO                                 Yes
     16767935         No                             120         EFLO                                 No
     16768033         No                             120         EFLO                                 No
     16768064         No                             120         EFLO                                 No
     16770620         No                               0         EFLO                                 Yes
     16770633         No                               0         EFLO                                 Yes
     16729901         No                             120         EFLO                                 Yes
     16729907         No                               0         EFLO                                 No
     16729913         No                             120         EFLO                                 No
     16729922         No                             120         EFLO                                 Yes
     16729958         No                             120         EFLO                                 No
     16729960         No                             120         EFLO                                 No
     16729966         No                               0         EFLO                                 Yes
     16731463         No                             120         EFLO                                 Yes
     16731540         No                             120         EFLO                                 No
     16731551         No                               0         EFLO                                 No
     16731630         No                               0         EFLO                                 No
     16731705         No                               0         EFLO                                 No
     16731754         No                               0         EFLO                                 No
     16731759         No                             120         EFLO                                 Yes
     16731803         No                               0         EFLO                                 No
     16765155         No                               0         EFLO                                 Yes
     16765176         No                               0         EFLO                                 Yes
     16731812         No                               0         EFLO                                 No
     16731829         No                             120         EFLO                                 No
     16765204         No                               0         EFLO                                 Yes
     16731907         No                               0         EFLO                                 Yes
     16731917         No                               0         EFLO                                 No
     16731987         No                               0         EFLO                                 No
     16732034         No                             120         EFLO                                 Yes
     16728732         No                               0         EFLO                                 No
     16728880         No                               0         EFLO                                 No
     16728361         No                               0         EFLO                                 Yes
     16728365         No                               0         EFLO                                 No
     16729421         No                               0         EFLO                                 No
     16728414         No                               0         EFLO                                 No
     16729477         No                             120         EFLO                                 No
     16729492         No                             120         EFLO                                 No
     16729499         No                               0         EFLO                                 No
     16729517         No                               0         EFLO                                 No
     16728474         No                               0         EFLO                                 No
     16728554         No                               0         EFLO                                 No
     16728578         No                               0         EFLO                                 No
     16729679         No                             120         EFLO                                 No
     16729684         No                               0         EFLO                                 Yes
     16729712         No                               0         EFLO                                 No
     16729779         No                               0         EFLO                                 No
     16729822         No                             120         EFLO                                 Yes
     16722216         No                               0         EFLO                                 No
     16723671         No                             120         EFLO                                 Yes
     16723306         No                               0         EFLO                                 No
     16723405         No                               0         EFLO                                 No
     16723415         No                               0         EFLO                                 No
     16723493         No                               0         EFLO                                 No
     16723557         No                               0         EFLO                                 No
     16723606         No                               0         EFLO                                 No
     16721876         No                               0         EFLO                                 Yes
     16718817         No                             120         EFLO                                 No
     16719003         No                               0         EFLO                                 No
     16719008         Yes                              0         EFLO                                 No
     16719046         No                               0         EFLO                                 No
     16717164         No                             120         EFLO                                 No
     16717655         No                               0         EFLO                                 No
     16717704         No                               0         EFLO                                 Yes
     16717245         No                               0         EFLO                                 Yes
     16717412         No                               0         EFLO                                 No
     16717803         No                               0         EFLO                                 No
     16718128         No                               0         EFLO                                 No
     16713530         No                               0         EFLO                                 Yes
     16714752         No                             120         EFLO                                 No
     16713831         No                               0         EFLO                                 No
     16713972         No                               0         EFLO                                 No
     16709989         No                               0         EFLO                                 No
     16710690         No                               0         EFLO                                 Yes
     16710912         No                               0         EFLO                                 No
     16707248         No                               0         EFLO                                 No
     16709427         No                             120         EFLO                                 Yes
     16707758         No                               0         EFLO                                 No
     16707826         No                             120         EFLO                                 No
     16709571         No                               0         EFLO                                 No
     16709650         No                               0         EFLO                                 No
     16709663         No                             120         EFLO                                 Yes
     16708215         No                               0         EFLO                                 Yes
     16708272         No                             120         EFLO                                 No
     16706444         No                               0         EFLO                                 Yes
     16706746         No                               0         EFLO                                 Yes
     16706919         No                             120         EFLO                                 No
     16358791         No                             120         EFLO                                 No
     16358946         No                             120         EFLO                                 Yes
     16422953         No                               0         EFLO                                 No
     16540447         No                               0         EFLO                                 Yes
     16670806         No                               0         EFLO                                 No
     16672447         Yes                              0         EFLO                                 No
     16674074         No                               0         EFLO                                 No
     16674743         No                               0         EFLO                                 Yes
     16681317         No                               0         EFLO                                 Yes
     16681666         No                               0         EFLO                                 No
     16684211         No                               0         EFLO                                 No
     16684701         No                               0         EFLO                                 No
     16685888         No                             120         EFLO                                 No
     16686163         No                             120         EFLO                                 No
     16692401         No                               0         EFLO                                 No
     16692403         No                               0         EFLO                                 Yes
     16693930         No                             120         EFLO                                 Yes
     16693934         No                               0         EFLO                                 Yes
     16696559         No                               0         EFLO                                 No
     16696622         No                             120         EFLO                                 No
     16697433         No                             120         EFLO                                 No
     16697662         No                              60         EFLO                                 No
     16655755         No                               0         WFLN                                 Yes
     16727998         No                               0         WFLN                                 No
     16730335         No                               0         WFLN                                 No
     16731224         Yes                              0         WFLN                                 Yes
     16767459         Yes                              0         WFLN                                 Yes
     16780477         No                               0         WFLN                                 Yes
     16780548         No                             120         WFLN                                 Yes
     16780671         No                               0         WFLN                                 Yes
     16785143         No                               0         WFLN                                 Yes
     16787022         No                               0         WFLN                                 Yes
     16797951         No                               0         WFLN                                 Yes
     16801243         No                               0         WFLN                                 Yes
     16801247         No                               0         WFLN                                 Yes
     16801280         No                               0         WFLN                                 Yes
     16803059         No                               0         WFLN                                 No
     16806594         Yes                              0         WFLN                                 No
     16806599         No                               0         WFLN                                 Yes
     16808316         No                               0         WFLN                                 No
     16812505         No                             120         WFLN                                 Yes
     16818835         No                               0         WFLN                                 No
     16818872         No                             120         WFLN                                 Yes
     16823552         No                               0         WFLN                                 No
     16823555         No                               0         WFLN                                 No
     16847371         No                               0         WFLN                                 No
     16673404         No                               0         JUMB                                 No
     16673405         No                               0         MJUM                                 No
     16673406         No                               0         MJUM                                 No
     16673407         No                             120         MJUM                                 No
     16673408         No                               0         MJUM                                 No
     16673409         No                               0         MJUM                                 No
     16673411         No                             120         MJUM                                 No
     16673412         No                               0         MJUM                                 No
     16673413         No                             120         MJUM                                 No
     16673414         No                               0         MJUM                                 No
     16673415         No                               0         MJUM                                 No
     16673416         No                               0         MJUM                                 No
     16673417         No                               0         MJUM                                 No
     16673418         No                               0         MJUM                                 No
     16673419         No                               0         MJUM                                 No
     16673420         No                               0         MJUM                                 No
     16673421         No                             120         MJUM                                 No
     16673422         No                               0         MJUM                                 No
     16673424         No                               0         MJUM                                 No
     16673425         No                               0         MJUM                                 No
     16673426         No                             120         MJUM                                 No
     16673427         No                             120         MJUM                                 No
     16673428         No                               0         MJUM                                 No
     16673429         No                               0         MJUM                                 No
     16673430         No                               0         MJUM                                 No
     16673431         No                               0         MJUM                                 No
     16673432         No                             120         MJUM                                 No
     16673433         No                             120         MJUM                                 No
     16673434         No                               0         MJUM                                 No
     16673435         No                               0         MJUM                                 No
     16673436         No                               0         MJUM                                 No
     16673437         No                             120         MJUM                                 No
     16673438         No                             120         MJUM                                 No
     16673439         No                               0         MJUM                                 No
     16673440         No                             120         MJUM                                 No
     16673441         No                               0         MJUM                                 No
     16673442         No                               0         MJUM                                 No
     16673443         No                             120         MJUM                                 No
     16673444         No                               0         MJUM                                 No
     16673445         No                             120         MJUM                                 No
     16673446         No                               0         MJUM                                 No
     16673447         No                               0         MJUM                                 No
     16673448         No                               0         MJUM                                 No
     16673449         No                             120         MJUM                                 No
     16673450         No                               0         MJUM                                 No
     16673451         No                               0         MJUM                                 No
     16673452         No                             120         MJUM                                 No
     16695528         No                             120         CNDU                                 No
     16706588         No                               0         DFLO                                 No
     16706695         No                             120         EFLO                                 No
     16707136         No                               0         EFLO                                 No
     16707921         No                             120         EFLO                                 No
     16708234         No                               0         EFLO                                 No
     16709484         No                             120         EFLO                                 Yes
     16709890         No                             120         EFLO                                 No
     16710043         No                             120         EFLO                                 Yes
     16710684         No                             120         EFLO                                 No
     16710753         No                             120         EFLO                                 No
     16711094         No                               0         EFLO                                 No
     16713962         No                               0         EFLO                                 No
     16713977         No                             120         EFLO                                 No
     16714017         No                               0         EFLO                                 No
     16717273         No                               0         EFLO                                 Yes
     16717517         No                             120         EFLO                                 No
     16717609         No                             120         EFLO                                 No
     16717797         No                             120         EFLO                                 No
     16718257         No                               0         EFLO                                 No
     16718259         No                             120         EFLO                                 No
     16718523         No                               0         EFLO                                 No
     16718800         No                             120         EFLO                                 Yes
     16718887         No                               0         EFLO                                 No
     16718924         No                               0         EFLO                                 No
     16718927         No                               0         EFLO                                 Yes
     16722141         No                               0         EFLO                                 No
     16722168         No                               0         EFLO                                 No
     16723147         No                             120         EFLO                                 Yes
     16723787         No                               0         EFLO                                 Yes
     16723878         No                               0         EFLO                                 Yes
     16728410         No                             120         EFLO                                 No
     16728820         No                               0         EFLO                                 No
     16728824         No                               0         EFLO                                 No
     16729402         No                               0         EFLO                                 No
     16729733         No                               0         EFLO                                 Yes
     16729864         No                             120         EFLO                                 Yes
     16731493         No                               0         EFLO                                 No
     16731677         No                             120         EFLO                                 No
     16732030         No                               0         EFLO                                 No
     16732060         No                               0         EFLO                                 No
     16765068         No                               0         EFLO                                 Yes
     16765404         No                               0         EFLO                                 Yes
     16765480         No                             120         EFLO                                 Yes
     16765556         No                               0         EFLO                                 No
     16768056         No                             120         EFLO                                 No
     16768095         No                               0         EFLO                                 No
     16768373         No                             120         EFLO                                 Yes
     16768435         No                               0         EFLO                                 No
     16770514         No                               0         EFLO                                 No
     16770639         No                               0         EFLO                                 Yes
     16770767         No                               0         EFLO                                 No
     16770769         No                               0         EFLO                                 No
     16770810         No                             120         EFLO                                 Yes
     16770972         No                             120         EFLO                                 No
     16770999         No                               0         EFLO                                 Yes
     16771075         No                             120         EFLO                                 No
     16771085         Yes                              0         EFLO                                 Yes
     16771226         No                               0         EFLO                                 Yes
     16771283         No                               0         EFLO                                 Yes
     16771313         No                             120         EFLO                                 No
     16771362         No                             120         EFLO                                 No
     16771777         No                               0         EFLO                                 No
     16771875         No                               0         EFLO                                 Yes
     16771884         No                             120         EFLO                                 Yes
     16772078         No                             120         EFLO                                 No
     16772083         No                               0         EFLO                                 Yes
     16772477         No                               0         EFLO                                 No
     16772487         No                               0         EFLO                                 Yes
     16772489         No                               0         EFLO                                 Yes
     16774901         No                               0         EFLO                                 No
     16774931         No                               0         EFLO                                 Yes
     16774932         No                               0         EFLO                                 No
     16775149         No                               0         EFLO                                 No
     16775193         No                               0         EFLO                                 No
     16775237         No                               0         EFLO                                 Yes
     16775317         No                               0         EFLO                                 Yes
     16775438         No                               0         EFLO                                 Yes
     16775443         No                             120         EFLO                                 Yes
     16775472         No                               0         EFLO                                 Yes
     16775552         No                             120         EFLO                                 No
     16776575         No                               0         EFLO                                 No
     16776739         No                             120         EFLO                                 No
     16776764         No                               0         EFLO                                 No
     16776835         No                               0         EFLO                                 Yes
     16776859         No                             120         EFLO                                 No
     16776890         No                               0         EFLO                                 No
     16777006         No                             120         EFLO                                 No
     16777063         No                               0         EFLO                                 Yes
     16777154         No                             120         EFLO                                 No
     16778268         No                               0         EFLO                                 Yes
     16778287         No                               0         EFLO                                 No
     16778382         No                             120         DFLO                                 Yes
     16778386         No                             120         EFLO                                 Yes
     16778395         No                             120         DFLO                                 Yes
     16778497         No                             120         EFLO                                 No
     16778529         No                             120         EFLO                                 Yes
     16778600         No                             120         EFLO                                 No
     16778695         No                               0         EFLO                                 No
     16778785         No                               0         EFLO                                 Yes
     16778823         No                               0         EFLO                                 Yes
     16779004         No                               0         EFLO                                 No
     16780699         No                             120         EFLO                                 No
     16780705         Yes                              0         EFLO                                 No
     16780751         No                               0         EFLO                                 No
     16780805         No                             120         EFLO                                 No
     16780892         No                             120         EFLO                                 No
     16780893         No                             120         EFLO                                 Yes
     16780929         No                               0         EFLO                                 No
     16780952         No                               0         EFLO                                 No
     16780966         No                               0         EFLO                                 No
     16781308         No                             120         EFLO                                 No
     16784612         No                               0         EFLO                                 No
     16784662         No                               0         EFLO                                 No
     16784775         No                               0         EFLO                                 No
     16784973         No                               0         EFLO                                 Yes
     16786273         No                             120         EFLO                                 Yes
     16788469         No                               0         EFLO                                 No
     16788617         No                             120         EFLO                                 No
     16788683         No                               0         EFLO                                 No
     16788684         No                             120         EFLO                                 No
     16788701         No                               0         EFLO                                 No
     16788770         No                               0         EFLO                                 No
     16788785         No                               0         EFLO                                 No
     16788859         No                               0         EFLO                                 Yes
     16788911         No                               0         EFLO                                 No
     16788926         No                               0         EFLO                                 Yes
     16788988         No                             120         EFLO                                 Yes
     16789061         No                               0         EFLO                                 Yes
     16789068         No                               0         EFLO                                 No
     16790477         No                               0         EFLO                                 No
     16790697         No                               0         EFLO                                 No
     16790708         No                               0         EFLO                                 No
     16790867         Yes                              0         EFLO                                 No
     16790930         No                               0         EFLO                                 No
     16790996         No                               0         EFLO                                 Yes
     16791072         No                               0         EFLO                                 Yes
     16798376         No                               0         EFLO                                 No
     16798410         No                               0         EFLO                                 Yes
     16798525         No                               0         EFLO                                 No
     16798590         No                               0         EFLO                                 No
     16798654         No                             120         EFLO                                 No
     16798754         No                               0         EFLO                                 No
     16798769         No                               0         EFLO                                 No
     16798827         No                               0         EFLO                                 No
     16798947         No                               0         EFLO                                 No
     16798953         No                             120         EFLO                                 No
     16801435         No                               0         EFLO                                 Yes
     16801469         No                               0         EFLO                                 Yes
     16801534         No                               0         EFLO                                 No
     16801563         No                               0         EFLO                                 Yes
     16801577         No                               0         EFLO                                 No
     16801598         No                             120         EFLO                                 Yes
     16801599         Yes                              0         EFLO                                 No
     16801605         Yes                              0         EFLO                                 No
     16801732         No                               0         EFLO                                 Yes
     16801800         No                               0         EFLO                                 Yes
     16801856         No                             120         EFLO                                 Yes
     16801870         No                               0         EFLO                                 Yes
     16801884         No                             120         EFLO                                 Yes
     16803358         No                             120         EFLO                                 No
     16803696         No                               0         EFLO                                 No
     16803715         No                             120         EFLO                                 No
     16803794         No                               0         EFLO                                 Yes
     16803984         No                               0         EFLO                                 No
     16804078         No                               0         EFLO                                 No
     16806702         Yes                              0         EFLO                                 No
     16806832         No                               0         EFLO                                 Yes
     16806918         No                               0         EFLO                                 No
     16806922         No                             120         EFLO                                 Yes
     16807018         No                               0         EFLO                                 Yes
     16807061         No                               0         EFLO                                 No
     16807063         No                             120         EFLO                                 No
     16807127         No                             120         EFLO                                 No
     16807271         No                             120         EFLO                                 No
     16807281         No                               0         EFLO                                 Yes
     16807331         No                               0         EFLO                                 Yes
     16807372         No                             120         EFLO                                 No
     16809201         No                               0         EFLO                                 Yes
     16809212         No                             120         EFLO                                 No
     16809221         No                             120         EFLO                                 No
     16809235         No                               0         EFLO                                 No
     16809280         No                               0         EFLO                                 No
     16809291         No                               0         EFLO                                 Yes
     16809405         No                               0         EFLO                                 No
     16809503         No                             120         EFLO                                 No
     16809538         No                               0         EFLO                                 No
     16809581         No                             120         EFLO                                 No
     16809591         No                               0         EFLO                                 No
     16809592         No                               0         EFLO                                 Yes
     16809614         No                             120         EFLO                                 Yes
     16809619         No                               0         EFLO                                 No
     16809737         No                               0         EFLO                                 No
     16809741         No                               0         EFLO                                 No
     16809832         No                               0         EFLO                                 No
     16813590         No                               0         EFLO                                 Yes
     16814112         No                               0         EFLO                                 Yes
     16814197         No                               0         EFLO                                 Yes
     16814201         No                             120         EFLO                                 Yes
     16814211         No                             120         EFLO                                 No
     16814235         No                             120         EFLO                                 No
     16814242         No                             120         EFLO                                 Yes
     16814355         No                             120         EFLO                                 No
     16819061         No                               0         EFLO                                 Yes
     16819124         No                             120         EFLO                                 No
     16819141         No                             120         EFLO                                 Yes
     16819202         No                             120         EFLO                                 Yes
     16819241         No                               0         EFLO                                 Yes
     16819366         No                             120         EFLO                                 No
     16819375         No                             120         EFLO                                 No
     16819498         No                               0         EFLO                                 Yes
     16819559         No                               0         EFLO                                 No
     16819577         No                             120         EFLO                                 Yes
     16819608         No                             120         EFLO                                 No
     16819652         No                               0         EFLO                                 No
     16819672         No                             120         EFLO                                 Yes
     16819718         No                               0         EFLO                                 No
     16819776         No                               0         EFLO                                 No
     16819784         No                               0         EFLO                                 No
     16823735         No                               0         EFLO                                 Yes
     16823897         No                               0         EFLO                                 No
     16823919         No                             120         EFLO                                 No
     16824152         No                               0         EFLO                                 Yes
     16824344         No                             120         EFLO                                 Yes
     16824359         Yes                              0         EFLO                                 No
     16826538         No                               0         EFLO                                 No
     16826554         No                               0         EFLO                                 Yes
     16826565         No                               0         EFLO                                 Yes
     16826579         No                               0         EFLO                                 Yes
     16826652         No                               0         EFLO                                 Yes
     16826766         No                               0         EFLO                                 No
     16826812         No                               0         EFLO                                 No
     16826939         No                             120         EFLO                                 No
     16826958         No                               0         EFLO                                 No
     16832877         No                               0         EFLO                                 No
     16832891         No                             120         EFLO                                 Yes
     16832932         No                             120         EFLO                                 No
     16832961         No                               0         EFLO                                 Yes
     16833114         No                               0         EFLO                                 No
     16835206         No                               0         EFLO                                 Yes
     16835208         No                               0         EFLO                                 No
     16835246         No                             120         EFLO                                 Yes
     16835324         No                               0         EFLO                                 No
     16835371         No                               0         EFLO                                 Yes
     16835412         No                             120         EFLO                                 Yes
     16835619         No                               0         EFLO                                 Yes
     16835644         No                             120         EFLO                                 No
     16835651         No                               0         EFLO                                 No
     16835697         No                               0         EFLO                                 No
     16835739         No                               0         EFLO                                 Yes
     16835885         No                             120         EFLO                                 No
     16835896         Yes                              0         EFLO                                 No
     16838779         No                               0         EFLO                                 Yes
     16838822         No                             120         EFLO                                 No
     16838940         No                               0         EFLO                                 No
     16839033         No                               0         EFLO                                 No
     16839080         No                               0         EFLO                                 Yes
     16839126         No                               0         EFLO                                 Yes
     16839150         No                               0         EFLO                                 Yes
     16839157         No                             120         EFLO                                 Yes
     16839337         No                             120         EFLO                                 No
     16839663         No                               0         EFLO                                 Yes
     16839708         No                               0         EFLO                                 No
     16839715         No                             120         EFLO                                 Yes
     16839747         No                               0         EFLO                                 No
     16839761         No                             120         EFLO                                 Yes
     16839804         No                               0         EFLO                                 No
     16840001         No                             120         EFLO                                 No
     16840009         No                               0         EFLO                                 Yes
     16840019         No                               0         EFLO                                 No
     16840070         No                               0         EFLO                                 Yes
     16840118         No                             120         EFLO                                 No
     16840218         No                             120         EFLO                                 Yes
     16840245         No                             120         EFLO                                 No
     16840257         No                               0         EFLO                                 Yes
     16844302         No                             120         EFLO                                 No
     16844501         No                             120         EFLO                                 Yes
     16844506         No                               0         EFLO                                 Yes
     16844610         No                               0         EFLO                                 No
     16844740         No                               0         EFLO                                 No
     16844748         No                               0         EFLO                                 No
     16845615         No                             120         EFLO                                 No
     16845653         No                             120         EFLO                                 No
     16845910         No                               0         EFLO                                 No
     16845939         No                             120         EFLO                                 No
     16845947         No                             120         EFLO                                 Yes
     16845971         No                             120         EFLO                                 No
     16845981         No                             120         EFLO                                 No
     16845987         No                               0         EFLO                                 No
     16846100         No                               0         EFLO                                 No
     16846175         No                               0         EFLO                                 Yes
     16846249         No                               0         EFLO                                 Yes
     16847526         No                               0         EFLO                                 No
     16847560         No                             120         EFLO                                 No
     16847576         No                             120         EFLO                                 Yes
     16847591         No                             120         EFLO                                 No
     16847776         No                               0         EFLO                                 No
     16847833         No                             120         EFLO                                 No
     16847952         No                               0         EFLO                                 Yes
     16848071         No                               0         EFLO                                 Yes
     16848990         No                               0         EFLO                                 No
     16849173         No                               0         EFLO                                 No
     16849204         No                               0         EFLO                                 No
     16849288         No                             120         EFLO                                 No
     16849321         No                             120         EFLO                                 No
     16849357         No                               0         EFLO                                 No
     16849412         No                             120         EFLO                                 Yes
     16851063         No                               0         EFLO                                 No
     16851915         No                             120         EFLO                                 No
     16852255         No                               0         EFLO                                 No
     16852272         No                               0         EFLO                                 Yes
     16852332         No                             120         EFLO                                 Yes
     16852736         No                             120         EFLO                                 No
     16852750         No                             120         EFLO                                 No
     16852807         No                               0         EFLO                                 Yes
     16852822         No                               0         EFLO                                 Yes
     16852825         No                             120         EFLO                                 No
     16852956         No                               0         EFLO                                 No
     16853079         Yes                              0         EFLO                                 Yes
     16853104         No                               0         EFLO                                 No
     16853110         No                               0         EFLO                                 No
     16853113         No                               0         EFLO                                 No
     16853176         Yes                              0         EFLO                                 No
     16853316         No                             120         EFLO                                 Yes
     16853382         No                               0         EFLO                                 No
     16856433         No                               0         EFLO                                 Yes
     16856451         No                             120         EFLO                                 No
     16856471         No                               0         EFLO                                 No
     16856484         No                               0         EFLO                                 No
     16856618         No                               0         EFLO                                 No
     16856737         No                               0         EFLO                                 No
     16856915         No                               0         EFLO                                 Yes
     16857309         No                             120         EFLO                                 Yes
     16857350         No                               0         EFLO                                 Yes
     16857485         No                             120         EFLO                                 Yes
     16857659         Yes                              0         EFLO                                 Yes
     16859197         No                               0         EFLO                                 Yes
     16859454         No                               0         EFLO                                 No
     16859481         No                             120         EFLO                                 No
     16859546         No                             120         EFLO                                 No
     16962998         Yes                              0         EFLO                                 No
     16963215         Yes                              0         EFLO                                 No
     16963251         No                               0         EFLO                                 Yes
     16963314         No                             120         EFLO                                 No
     16963319         No                               0         EFLO                                 No
     16965164         No                               0         EFLO                                 No
     16965219         No                               0         EFLO                                 No
     16965279         No                               0         EFLO                                 No
     16965379         No                               0         EFLO                                 No
     16965477         No                               0         EFLO                                 Yes
     16965537         No                               0         EFLO                                 No
     16965664         No                               0         EFLO                                 Yes
     16968209         No                               0         EFLO                                 No
     16968310         No                               0         EFLO                                 No
     16970411         No                               0         EFLO                                 Yes
     16834976         No                               0         WFLN                                 No
     16843924         Yes                              0         WFLN                                 Yes
     16847344         Yes                              0         WFLN                                 Yes
     16812414         No                               0         WFLN                                 Yes
     16818956         No                             120         WFLN                                 No

EXHIBIT C

FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT

Affidavit pursuant to Section 860E(e)(4) of the Internal

Revenue Code of 1986, as amended, and for other purposes

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

The undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”), the proposed transferee of an Ownership Interest in the Bear Xxxxxxx Asset Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC2, Class [R-1][R-2][R-3][RX] Certificates (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2007 (the “Agreement”), among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller, master servicer and company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), and makes this affidavit on behalf of the Investor for the benefit of the Depositor and the Trustee. Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Agreement.

1. The Investor is, as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee. The Investor is not acquiring its ownership interest in the Certificates for the account of a Person other than a Permitted Transferee.

2. The Investor has been advised and understands that (i) a tax will be imposed on Transfers of the Certificates to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if a subsequent transferee furnishes to such Person an affidavit that such subsequent transferee is a Permitted Transferee, and at the time of Transfer, such Person does not have actual knowledge that the affidavit is false.

3. The Investor has been advised and understands that a tax will be imposed on a “pass-through entity” holding the Certificates if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee is the record holder of an interest in such entity. The Investor understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury regulations, Persons holding interests in pass-through entities as a nominee for another Person.)

4. The Investor has reviewed the provisions of Section 7.02(c) of the Agreement and understands the legal consequences of the acquisition of an Ownership Interest in the Certificates, including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding any prohibited Transfers and mandatory sales. The Investor expressly agrees to be bound by, and to abide by, such provisions of the Agreement and the restrictions noted on the face of the Certificates. The Investor understands and agrees that any breach of any of the representations included herein shall render the Transfer of the Certificates to the Investor contemplated hereby null and void. The Investor consents to any amendment of the Agreement that shall be deemed necessary by the Depositor (upon advice of nationally recognized counsel) to constitute a reasonable arrangement to ensure that the Certificates will not be owned directly or indirectly by a Person other than a Permitted Transferee.

5. The Investor agrees not to Transfer the Certificates, or cause the Transfer of the Certificates by a Person for whom the Investor is acting as nominee, trustee or agent, in each case unless it has received an affidavit and agreement in substantially the same form as this affidavit and agreement containing these same representations and covenants from the subsequent transferee. In connection with any such Transfer by the Investor, the Investor agrees to deliver to the Trustee and the Depositor an affidavit substantially in the form set forth as Exhibit CC to the Agreement to the effect that the Investor has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee.

6. The Investor has historically paid its debts as they have come due, intends to pay its debts as they come due in the future, and understands that the taxes associated with holder an ownership interest in the Certificates may exceed the cash flow with respect thereto in some or all periods and intends to pay such taxes as they become due. The Investor does not have the intention, and no purpose of the Transfer of the Certificates to the Investor is, to impede the assessment or collection of any tax legally required to be paid with respect to the Certificates.

7. The Investor’s U.S. taxpayer identification number is [_____________].

8. The Investor is a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “United State Person”).

9. The Investor is aware that the Certificates may be a “noneconomic residual interest” within the meaning of Treasury regulations promulgated under Section 860E of the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.

10. The Investor will not cause income from the Certificates to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Investor or any other United States Person.

11. Check one of the following:

[_] The Transfer of the Certificates complies with U.S. Treasury Regulation Sections 1.860E-1(c)(7) and (8) and, accordingly:

(i) the present value of the anticipated tax liabilities associated with holding the Certificates does not exceed the sum of:

(a)

the present value of any consideration given to the Investor to acquire such Certificates;

(b)

the present value of the expected future distributions on such Certificates; and

(c)

the present value of the anticipated tax savings associated with holding such Certificates as the related REMIC generates losses; and

(ii) the Transfer of the Certificates will not result in such Certificates being held, directly or indirectly, by a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Investor or any other United States Person.

For purposes of the calculation in clause (i) above, (x) the Investor is assumed to pay tax at the highest rate currently specified in Section 11(b)(1) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)(1) of the Code if the Investor has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (y) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Investor.

[_] The Transfer of the Certificates complies with U.S. Treasury Regulation Sections 1.860E-1(c)(5) and (6) and, accordingly:

(i)

the Investor is an “eligible corporation,” as defined in U.S. Treasury Regulation Section 1.860E-1(c)(6)(i), as to which income from the Certificates will only be taxed in the United States;

(ii)

at the time of the Transfer, and at the close of the Investor’s two fiscal years preceding the fiscal year of the transfer, the Investor had gross assets for financial reporting purposes (excluding any obligation of a “related person” to the Investor within the meaning of U.S. Treasury Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal purpose of which is to permit the Investor to satisfy the condition of this clause (ii)) in excess of $100 million and net assets in excess of $10 million;

(iii)

the Investor will transfer the Certificates only to another “eligible corporation,” as defined in U.S. Treasury Regulation Section 1.860E-1(c)(6)(i), in a transaction in which the requirements of U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii) and -1(c)(5) are satisfied and, accordingly, the subsequent transferee provides a similar affidavit with this box checked; and

(iv)

the Investor determined the consideration paid to it to acquire the Certificates based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Investor) that it has determined in good faith and has concluded that such consideration, together with other assets of the Investor, will be sufficient to cover the taxes associated with the Certificates.

[_] None of the above

IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________, 20__.

[NAME OF INVESTOR]

By:

Name:

[Name of Officer]

Title:

[Title of Officer]

[Address of Investor for receipt of distributions]

Address of Investor for receipt of tax information:

Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of the Investor.

Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF

My commission expires the ___ day of ___________________, 20___.

EXHIBIT D

FORM OF TRANSFEROR CERTIFICATE

______________,200___

Bear Xxxxxxx Asset Backed Securities I LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxx Fargo Bank, National Association

Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx

Xxxxxxxxxxx, XX 00000

Attention: Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2

Re:

Bear Xxxxxxx Asset Backed Securities I LLC

Asset-Backed Certificates, Series 2007-AC2, Class

Ladies and Gentlemen:

In connection with the sale by ___________ (the “Seller”) to ________ (the “Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed Certificates, Series 2007-AC2, Class _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2007, among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor (the “Depositor”), EMC Mortgage Corporation, as master servicer, seller and company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). The Seller hereby certifies, represents and warrants to, a covenants with, the Depositor and the Trustee that:

Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933 (the “Act”), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.

Very truly yours,

(Seller)

By:

Name:

Title:

EXHIBIT E

FORM OF INVESTMENT LETTER (NON-RULE 144A)

[Date]

[SELLER]

Bear Xxxxxxx Asset Backed Securities I LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxx Fargo Bank, National Association

Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx

Xxxxxxxxxxx, XX 00000

Re:

Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2

(the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”)

Dear Ladies and Gentlemen:

In connection with our purchase of Privately Offered Certificates, we confirm that:

(i)

we understand that the Privately Offered Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”) or any applicable state securities or “Blue Sky” laws, and are being sold to us in a transaction that is exempt from the registration requirements of such laws;

(ii)

any information we desired concerning the Certificates, including the Privately Offered Certificates, the trust in which the Certificates represent the entire beneficial ownership interest (the “Trust”) or any other matter we deemed relevant to our decision to purchase Privately Offered Certificates has been made available to us;

(iii)

we are able to bear the economic risk of investment in Privately Offered Certificates; we are an institutional “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Act and a sophisticated institutional investor;

(iv)

we are acquiring Privately Offered Certificates for our own account, not as nominee for any other person, and not with a present view to any distribution or other disposition of the Privately Offered Certificates;

(v)

we agree the Privately Offered Certificates must be held indefinitely by us (and may not be sold, pledged, hypothecated or in any way disposed of) unless subsequently registered under the Act and any applicable state securities or “Blue Sky” laws or an exemption from the registration requirements of the Act and any applicable state securities or “Blue Sky” laws is available;

(vi)

we agree that in the event that at some future time we wish to dispose of or exchange any of the Privately Offered Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Privately Offered Certificates unless:

(A) (1) the sale is to an Eligible Purchaser (as defined below), (2) if required by the Pooling and Servicing Agreement (as defined below) a letter to substantially the same effect as either this letter or, if the Eligible Purchaser is a Qualified Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and Related Matters Certificate in the form attached to the Pooling and Servicing Agreement (as defined below) (or such other documentation as may be acceptable to the Trustee) is executed promptly by the purchaser and delivered to the addressees hereof and (3) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; and

(B) if the Privately Offered Certificate is not registered under the Act (as to which we acknowledge you have no obligation), the Privately Offered Certificate is sold in a transaction that does not require registration under the Act and any applicable state securities or “blue sky” laws and, if Xxxxx Fargo Bank National Association (the “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to such effect, which Opinion of Counsel shall be an expense of the transferor or the transferee;

(vii)

we agree to be bound by all of the terms (including those relating to restrictions on transfer) of the Pooling and Servicing, pursuant to which the Trust was formed; we have reviewed carefully and understand the terms of the Pooling and Servicing Agreement;

(viii)

we either: (i) are not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately Offered Certificates, have provided the Opinion of Counsel required by the Agreement, or (iii) in the case of the Class B-4 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer or the Trustee.

(ix) We understand that each of the Privately Offered Certificates bears, and will continue to bear, a legend to substantiate the following effect: THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE 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 AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. [In the case of the Class B-4 Certificates]: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT. [In the case of the Class P, Class C, Class R-1, Class R-2, Class R-3 and Class RX Certificates]: NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, 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.

“Eligible Purchaser” means a corporation, partnership or other entity which we have reasonable grounds to believe and do believe (i) can make representations with respect to itself to substantially the same effect as the representations set forth herein, and (ii) is either a Qualified Institutional Buyer as defined under Rule 144A of the Act or an institutional “Accredited Investor” as defined under Rule 501 of the Act.

Terms not otherwise defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of February 1, 2007 (the “Pooling and Servicing Agreement”), among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor, Xxxxx Fargo Bank, National Association, as trustee, and EMC Mortgage Corporation, as master servicer, seller and company.

If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter.

Name of Nominee (if any): ________________

IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ___ day of ________, 20___.

Very truly yours,

[PURCHASER]

By:

(Authorized Officer)

[By:

Attorney-in-fact]

Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Certificates being registered in its name, the sole beneficial owner thereof is and shall be the Purchaser identified above, for whom the undersigned is acting as nominee.

[NAME OF NOMINEE]

By:

(Authorized Officer)

[By:

Attorney-in-fact]

EXHIBIT F

FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[SELLER]

Bear Xxxxxxx Asset Backed Securities I LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxx Fargo Bank, National Association

Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx

Xxxxxxxxxxx, XX 00000

Re:

Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2

(the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”)

Dear Ladies and Gentlemen:

In connection with our purchase of Privately Offered Certificates, the undersigned certifies to each of the parties to whom this letter is addressed that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Act”)) as follows:

1.	It owned and/or invested on a discretionary basis eligible securities (excluding affiliate’s securities, bank deposit notes and CD’s, loan participations, repurchase agreements, securities owned but subject to a repurchase agreement and swaps), as described below:

Date: ______________, 20__ (must be on or after the close of its most recent fiscal year)

Amount: $ _____________________; and

2.	The dollar amount set forth above is:

greater than $100 million and the undersigned is one of the following entities:

(x)

[_]

an insurance company as defined in Section 2(13) of the Act¹ ; or

(y)

[_]

an investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or

(z)

[_]

a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or

(aa)

[_]

a plan (i) established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, the laws of which permit the purchase of securities of this type, for the benefit of its employees and (ii) the governing investment guidelines of which permit the purchase of securities of this type; or

(bb)

[_]

a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

(cc)

[_]

a corporation (other than a U.S. bank, savings and loan association or equivalent foreign institution), partnership, Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Internal Revenue Code; or

(dd)

[_]

a U.S. bank, savings and loan association or equivalent foreign institution, which has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements; or

(ee)

[_]

an investment adviser registered under the Investment Advisers Act; or

[_]

greater than $10 million, and the undersigned is a broker-dealer registered with the SEC; or

[_]

less than $ 10 million, and the undersigned is a broker-dealer registered with the SEC and will only purchase Rule 144A securities in transactions in which it acts as a riskless principal (as defined in Rule 144A); or

[_]

less than $100 million, and the undersigned is an investment company registered under the Investment Company Act of 1940, which, together with one or more registered investment companies having the same or an affiliated investment adviser, owns at least $100 million of eligible securities; or

[_]

less than $100 million, and the undersigned is an entity, all the equity owners of which are qualified institutional buyers.

The undersigned further certifies that it is purchasing a Privately Offered Certificate for its own account or for the account of others that independently qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional “accredited investor,” as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering.

The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional “accredited investor,” the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of February 1, 2007, among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor, Xxxxx Fargo Bank, National Association, as trustee and EMC Mortgage Corporation, as master servicer, seller and company, pursuant to which the Certificates were issued.

The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately Offered Certificates, has provided the Opinion of Counsel required by the Agreement, or (iii) in the case of the Class B-4 Certificates, are providing a representation to the effect that the proposed transfer and holding of such Certificate and servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer or the Trustee.

Name of Nominee (if any):

IN WITNESS WHEREOF, this document has been executed by the undersigned who is duly authorized to do so on behalf of the undersigned Eligible Purchaser on the ____ day of ___________, 20___.

Very truly yours,

[PURCHASER]

By:

(Authorized Officer)

[By:

Attorney-in-fact]

Nominee Acknowledgment

[NAME OF NOMINEE]

By:

(Authorized Officer)

[By:

Attorney-in-fact]

A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940, which are neither registered nor required to be registered thereunder, shall be deemed to be a purchase for the account of such insurance company.

EXHIBIT G

FORM OF REQUEST FOR RELEASE

To: Xxxxx Fargo Bank, National Association

0000 00xx Xxxxxx X.X.

Xxxxxxxxxxx, Xxxxxxxxx 00000-0000

Re:

Custodial Agreement, dated as of February 28, 2007, among Bear Xxxxxxx Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as master servicer, seller and company and Xxxxx Fargo Bank, National Association, as custodian and trustee

In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____	1.	Mortgage Paid in Full and proceeds have been deposited into the Custodial Account

_____	2.	Foreclosure

_____	3.	Substitution

_____	4.	Other Liquidation

_____	5.	Nonliquidation	Reason:________________________

_____	6.	California Mortgage Loan paid in full

By:

(authorized signer)

Issuer:

Address:

Date:

EXHIBIT H

DTC LETTER OF REPRESENTATIONS

[Provided upon Request]

EXHIBIT I

SCHEDULE OF MORTGAGE LOANS WITH LOST NOTES

[Provided upon Request]

EXHIBIT J

FORM OF CUSTODIAL AGREEMENT

THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the “Agreement”), dated as of February 28, 2007, by and among BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, as depositor under the Pooling and Servicing Agreement defined below (together with any successor in interest, the “Depositor”), EMC MORTGAGE CORPORATION, as a seller (in such capacity, “EMC”), as master servicer (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Master Servicer”) and company (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the “Company”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as trustee (including its successors under the Pooling and Servicing Agreement referred to below, the “Trustee”) and custodian (together with any successor in interest or any successor appointed hereunder, the “Custodian”) and MASTER FUNDING LLC, as a seller (“Master Funding”, and together with EMC, the “Sellers”).

WITNESSETH THAT:

WHEREAS, the Depositor, EMC, the Company, the Master Servicer and the Trustee have entered into a Pooling and Servicing Agreement, dated as of February 1, 2007, relating to the issuance of Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2 (as in effect on the date of this Agreement, the “Original Pooling and Servicing Agreement,” and as amended and supplemented from time to time, the “Pooling and Servicing Agreement”); and

WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Depositor, the Sellers or the Master Servicer, under the Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon the terms and conditions and subject to the limitations hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Depositor, the Sellers, the Master Servicer and the Custodian hereby agree as follows:

ARTICLE I.

DEFINITIONS

Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the context herein.

ARTICLE II.

CUSTODY OF MORTGAGE DOCUMENTS

Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The Custodian, as the duly appointed custodial agent of the Trustee for these purposes, acknowledges (subject to any exceptions noted in the Initial Certification referred to in Section 2.3(a)) receipt of the Mortgage Files relating to the Mortgage Loans identified on the schedule attached hereto (the “Mortgage Files”) and declares that it holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders.

Section 2.2. Recordation of Assignments. If any Mortgage File includes one or more assignments of Mortgage that have not been recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement and the related Mortgage Loan is not a MOM Loan or the related Mortgaged Properties are located in jurisdictions specifically excluded by the Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement, each such assignment shall be delivered by the Custodian to the related Seller for the purpose of recording it in the appropriate public office for real property records, and the Sellers, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return each such assignment of Mortgage to the Custodian.

Section 2.3. Review of Mortgage Files.

(a) On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian shall deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and the Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan Schedule”).

(b) Within 90 days of the Closing Date, the Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, each such document, and shall deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and the Trustee, an Interim Certification in the form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

(c) Not later than 180 days after the Closing Date, the Custodian shall review the Mortgage Files as provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to EMC (on its own behalf and on behalf of Master Funding), the Master Servicer and the Trustee, a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files.

(d) In reviewing the Mortgage Files as provided herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and shall not be responsible to verify (i) the validity, legality, enforceability, due authorization, recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any of the documents in any Mortgage File.

Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the Mortgage Loans missing from the Mortgage Files.

Section 2.4. Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of any representation or warranty made by the Depositor as set forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written notice to the Depositor, the related Servicer and the Trustee.

Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the Trustee that EMC has repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and a request for release (a “Request for Release”) confirming that the purchase price therefor has been deposited in the Master Servicer Collection Account or the Distribution Account, then the Custodian agrees to promptly release to EMC the related Mortgage File.

Upon the Custodian’s receipt of a Request for Release substantially in the form of Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer of a Servicer, stating that it has received payment in full of a Mortgage Loan or that payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly to release to the Servicer, the related Mortgage File. The Depositor shall deliver to the Custodian and the Custodian agrees to review in accordance with the provisions of their Agreement the Mortgage Note and other documents constituting the Mortgage File with respect to any Replacement Mortgage Loan.

From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any Primary Insurance Policy or PMI Policy, the Company or the related Servicer, as applicable, shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the Mortgage File be released to the Company or the related Servicer, as applicable, and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to the Company or the related Servicer, as applicable. The Company or the related Servicer, as applicable, shall cause each Mortgage File or any document therein so released to be returned to the Custodian when the need therefore by the Company or the related Servicer, as applicable, no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company or the related Servicer, as applicable, has delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.

At any time that the Company or the related Servicer is required to deliver to the Custodian a Request for Release, the Company or the related Servicer, as applicable, shall deliver two copies of the Request for Release if delivered in hard copy or the Company or the related Servicer, as applicable, may furnish such Request for Release electronically to the Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the Request for Release. In connection with any Request for Release of a Mortgage File because of a repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of mortgage, without recourse, representation or warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM Loan) and the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee (unless such Mortgage Loans is registered on the MERS System) and be returned to the Seller. In connection with any Request for Release of a Mortgage File because of the payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to the Company or the related Servicer, as applicable.

Section 2.6. Assumption Agreements. In the event that any assumption agreement, substitution of liability agreement or sale of servicing agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer, to the extent provided in the Pooling and Servicing Agreement or the related Servicing Agreement, shall cause the Company or the related Servicer, as applicable, to notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting parts thereof.

ARTICLE III.

CONCERNING THE CUSTODIAN

Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is exclusively the bailee and custodial agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and in the Pooling and Servicing Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the Depositor, any Servicer or the Master Servicer or otherwise released from the possession of the Custodian.

Section 3.2. Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.

Section 3.3. Trustee to Pay Custodian’s Fees and Expenses. The Trustee covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Trustee will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith or to the extent that such cost or expense is indemnified by the Depositor pursuant to the Pooling and Servicing Agreement.

Section 3.4. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such written notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the Depositor, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted appointment within 30 days after the giving of such written notice of resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian.

The Trustee may remove the Custodian at any time upon 60 days prior written notice to Custodian. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority shall be able to satisfy the other requirements contained in Section 3.6 and shall be unaffiliated with the Servicers, the Company and the Depositor.

Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.4 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Depositor and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of the Depositor and the Master Servicer.

Section 3.5. Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 3.6. Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any Mortgage File.

ARTICLE IV.

COMPLIANCE WITH REGULATION AB

Section 4.1. Intent of the parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate reasonably with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB.

Section 4.2. Additional Representations and Warranties of the Custodian.

(a) [Reserved];

(b) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Depositor under Section 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its custodial obligations under this Agreement or any other Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a "Transaction Party").

(c) If so requested by the Depositor on any date following the Closing Date, the Custodian shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a reasonable basis for a determination that any of the representations and warranties may not be accurate.

Section 4.3. Additional Information to Be Provided by the Custodian. For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor 's reporting obligation under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the Depositor in writing of any material litigation or governmental proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide to the Depositor a written description of such proceedings. Any notices and descriptions required under this Section 4.3 shall be given no later than five Business Days prior to the Determination Date following the month in which the Custodian has knowledge of the occurrence of the relevant event. As of the date the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to represent that any information previously provided under this Section 4.3, if any, is materially correct and does not have any material omissions unless the Custodian has provided an update to such information.

Section 4.4. Report on Assessment of Compliance and Attestation. On or before March 15 of each calendar year beginning in 2008, the Custodian shall:

(a) deliver to the Master Servicer, the Depositor and the Trustee a report regarding the Custodian’s assessment of compliance with the Servicing Criteria during the preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The Assessment of Compliance, as set forth in Regulation AB, must contain (i) a statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Custodian, (ii) a statement by such officer that the Custodian used the Servicing Criteria attached as Exhibit Four hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Custodian, (iii) an assessment by such officer of the Custodian’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving the Custodian, that are backed by the same asset type as the Mortgage Loans, (iv) a statement that a registered public accounting firm has issued an attestation report on the Custodian’s Assessment of Compliance for the period consisting of the preceding calendar year, and (v) a statement as to which of the Servicing Criteria, if any, are not applicable to the Custodian, which statement shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving the Custodian, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria identified and marked on Exhibit Four attached hereto as being applicable to the Custodian; and

(b) deliver to the Master Servicer, the Depositor and the Trustee a report by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Custodian, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

(c) Notwithstanding the foregoing, an Assessment of Compliance is not required to be delivered by the Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund.

(d) In the event the Custodian is terminated under, or resigns pursuant to, the terms of this Agreement, the Custodian shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 4.4 notwithstanding any such termination or resignation.

Section 4.5. Indemnification; Remedies.

(a) The Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC and each broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ attestation or other material provided under this Article IV by or on behalf of the Custodian (collectively, the “Custodian Information”), or (B) the omission or alleged omission to state in the Custodian Information a material fact required to be stated in the Custodian Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(ii) any failure by the Custodian to deliver any information, report, certification, accountants’ attestation or other material when and as required under this Article IV.

(iii) the negligence, bad faith or willful misconduct of the Custodian in the performance of its obligations under this Article IV.

(b) In the case of any failure of performance described in clause (ii) of Section 4.5(a), the Custodian shall promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Custodian.

(c) In no event shall the Custodian or its directors, officers, and employees be liable for any special, indirect or consequential damages from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.

This indemnification shall survive the termination of this Agreement or the termination of the Custodian.

ARTICLE V.

MISCELLANEOUS PROVISIONS

Section 5.1. Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received.

Section 5.2. [Reserved].

Section 5.3. Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the Custodian with written copies thereof.

Section 5.4. GOVERNING LAW. THIS AGREEMENT shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles thereof other than Section 5-1401 of the New York General Obligations Law.

Section 5.5. Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Depositor and at the Trust’s expense, but only upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Depositor to the effect that the failure to effect such recordation is likely to materially and adversely affect the interests of the Certificateholders.

Section 5.6. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.

Address: 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000	BEAR XXXXXXX ASSET BACKED SECURITIES I LLC By:__________________________________ Name: Title:


Address: 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxxx Xxxxx	EMC MORTGAGE CORPORATION, as Master Servicer and Seller By:__________________________________ Name: Title:


Address: 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxxxx	MASTER FUNDING LLC, as Seller By:__________________________________ Name: Title:


Address: 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By:__________________________________ Name: Title:


Address: 0000 00xx Xxxxxx X.X. Xxxxxxxxxxx, Xxxxxxxxx 00000-0000	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian By:__________________________________ Name: Title:

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the 28th day of February 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be a(n) __________________________ of Bear Xxxxxxx Asset Backed Securities I LLC, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_______________________________

Notary Public

[SEAL]

STATE OF TEXAS	)
	)	ss.:
COUNTY OF DALLAS	)

On the 28th day of February 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be an authorized representative of EMC Mortgage Corporation, one of the parties that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_______________________________

Notary Public

[Notarial Seal]

STATE OF TEXAS	)
	)	ss.:
COUNTY OF DALLAS	)

On the 28th day of February 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be an authorized representative of Master Funding LLC, one of the parties that executed the within instrument, and also known to me to be the person who executed the within instrument on behalf of said party, and acknowledged to me that such party executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_______________________________

Notary Public

[Notarial Seal]

STATE OF MARYLAND	)
	)	ss.:
COUNTY OF XXXXXX	)

On the 28th day of February 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be a(n) __________________________ of Xxxxx Fargo Bank, National Association, a national banking association, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_______________________________

Notary Public

[Notarial Seal]

STATE OF MINNESOTA	)
	)	ss.:
COUNTY OF HENNEPIN	)

On the 28th day of February 2007 before me, a notary public in and for said State, personally appeared __________________________, known to me to be a(n) __________________________ of Xxxxx Fargo Bank, National Association, a national banking association, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_______________________________

Notary Public

[Notarial Seal]

EXHIBIT ONE

FORM OF CUSTODIAN INITIAL CERTIFICATION

February 28, 2007

Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000	With a copy to: EMC Mortgage Corporation 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxx Facsimile: (000) 000-0000
EMC Mortgage Corporation 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Facsimile: (000) 000-0000

Attention: Bear Xxxxxxx Asset Backed Securities I LLC, Series 2007-AC2

Re:

Custodial Agreement, dated as of February 28, 2007, by and among Xxxxx Fargo Bank, National Association,

Bear Xxxxxxx Asset Backed Securities I LLC, EMC Mortgage Corporation and Master Funding LLC relating

to Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2

Ladies and Gentlemen:

In accordance with Section 2.3(a) of the above-captioned Custodial Agreement, and subject to Section 2.02(a) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit) to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:_________________________________

Name:______________________________

Title:_______________________________

SCHEDULE A

(Provided Upon Request)

EXHIBIT TWO

FORM OF CUSTODIAN INTERIM CERTIFICATION

[DATE]

Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000	With a copy to: EMC Mortgage Corporation 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxx Facsimile: (000) 000-0000
EMC Mortgage Corporation 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Facsimile: (000) 000-0000

Attention: Bear Xxxxxxx Asset Backed Securities I LLC, Series 2007-AC2

Re:

Custodial Agreement, dated as of February 28, 2007, by and among Xxxxx Fargo Bank, National Association,

Bear Xxxxxxx Asset Backed Securities I LLC, EMC Mortgage Corporation and Master Funding LLC relating to

Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2

Ladies and Gentlemen:

In accordance with Section 2.3(b) of the above-captioned Custodial Agreement and subject to Section 2.02(a) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement.

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:_________________________________

Name:______________________________

Title:_______________________________

SCHEDULE A

(PROVIDED UPON REQUEST)

EXHIBIT THREE

FORM OF CUSTODIAN FINAL CERTIFICATION

[DATE]

Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000	With a copy to: EMC Mortgage Corporation 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxx Facsimile: (000) 000-0000
EMC Mortgage Corporation 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Facsimile: (000) 000-0000

Attention: Bear Xxxxxxx Asset Backed Securities I LLC, Series 2007-AC2

Re:

Custodial Agreement, dated as of February 28, 2007, by and among Xxxxx Fargo Bank, National Association,

Bear Xxxxxxx Asset Backed Securities I LLC, EMC Mortgage Corporation and Master Funding LLC relating to

Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2

In accordance with Section 2.3(c) of the above-captioned Custodial Agreement and, subject to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as applicable.

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:_________________________________

Name:______________________________

Title:_______________________________

SCHEDULE A

(PROVIDED UPON REQUEST)

EXHIBIT FOUR

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”:

Servicing Criteria		Applicable Servicing Criteria
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institutions” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliations; and (D) contain explanations for reconciling items, These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements, (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors; or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	√
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	√
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
1122(d)(4)(v)	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation of recovery actions (e.g., forbearance plans, modifications and deed in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction documents.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements., Such records are maintained in at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts); (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 3- calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax ore insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the service at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible funds are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in item 1114(a)(1) through (3) or item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

EXHIBIT K

FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

The [ ] agreement dated as of [ ], 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]

I, ________________________________, the _______________________ of [NAME OF COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:

(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Trustee];

(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and

(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Date: ________________________________

By: __________________________________

Name: _______________________________

Title: ________________________________

EXHIBIT L

FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 28, 2007, as amended and supplemented by any and all amendments hereto (collectively, “this Agreement”), by and among EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC” or a “Mortgage Loan Seller”), MASTER FUNDING LLC, a Delaware limited liability company (“Master Funding” or a “Mortgage Loan Seller”, and together with EMC, the “Mortgage Loan Sellers”) and BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability company (the “Purchaser”).

Upon the terms and subject to the conditions of this Agreement, each Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, fixed rate, first lien mortgage loans secured by one- to four-family residences (collectively, the “Mortgage Loans”) as described herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund (the “Trust Fund”) and create Bear Xxxxxxx Asset Backed Securities I Trust 2007-AC2, Asset-Backed Certificates, Series 2007-AC2 (the “Certificates”), under a pooling and servicing agreement, to be dated as of February 1, 2007 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, EMC, as seller, company and master servicer (in such capacity, the “Master Servicer”) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”).

The Purchaser has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Number 333-131374) relating to its Asset-Backed Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act”). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the “Public Offering”), as each may be amended or supplemented from time to time pursuant to the Securities Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus,” respectively. The “Prospectus Supplement” shall mean that supplement, dated February 23, 2007, to the Prospectus, dated December 18, 2006, relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser and Bear, Xxxxxxx & Co. Inc. (“Bear Xxxxxxx”) have entered into a terms agreement, dated as of February 5, 2007, to an underwriting agreement, dated April 13, 2006, between the Purchaser and Bear Xxxxxxx (together, the “Underwriting Agreement”).

Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Pooling and Servicing Agreement. The following other terms are defined as follows:

Acquisition Price: With respect to EMC and the sale of the EMC Mortgage Loans, cash in an amount equal to $ * (plus $ * in accrued interest). With respect to Master Funding and the sale of the Master Funding Mortgage Loans, cash in an amount equal to $ * (plus $ * in accrued interest).

Bear Xxxxxxx: Bear, Xxxxxxx & Co. Inc.

Closing Date: February 28, 2007.

Custodial Agreement: An agreement, dated as of February 28, 2007 among the Depositor, EMC, Master Funding, the Trustee and the Custodian.

Cut-off Date Balance: Shall mean $387,871,614.13.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement Mortgage Loan.

Due Date: With respect to each Mortgage Loan, the date in each month on which its scheduled payment is due, as set forth in the related Mortgage Note.

EMC: EMC Mortgage Corporation.

EMC Flow Loans: The Mortgage Loans purchased by EMC pursuant to a flow loan purchase agreement.

EMC Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC is the applicable Mortgage Loan Seller.

Master Funding: Master Funding LLC.

Master Funding Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master Funding is the applicable Mortgage Loan Seller.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.

Moody’s: Xxxxx’x Investors Service, Inc., or its successors in interest.

Mortgage: The mortgage or deed of trust creating a first lien on an interest in real property securing a Mortgage Note.

Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage Loan and any additional documents required to be added to such documents pursuant to this Agreement.

Mortgage Rate: The annual rate of interest borne by a Mortgage Note as stated therein.

Mortgagor: The obligor(s) on a Mortgage Note.

Net Mortgage Rate: For each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Trustee Fee, (ii) the Servicing Fee Rate and (iii) the rate at which the LPMI Fee is calculated, if applicable.

Opinion of Counsel: A written opinion of counsel, who may be counsel for a Mortgage Loan Seller or the Purchaser, reasonably acceptable to the Trustee.

Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Purchase Price: With respect to any Mortgage Loan required to be purchased by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) pursuant to the applicable provisions of this Agreement, an amount equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan as of the date of purchase (including if a foreclosure has already occurred, the principal balance of the related Mortgage Loan at the time the Mortgaged Property was acquired), net of any Servicing Advances and Advances attributable to principal and payable to the purchaser of the Mortgage Loan if such purchaser is also the Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon at the Mortgage Rate through and including the last day of the month of 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 Servicer of such Mortgage Loan, plus and (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.

Rating Agencies: Standard & Poor’s and Moody’s, each a “Rating Agency.”

Replacement Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan which must meet on the date of such substitution the requirements stated herein and in the Pooling and Servicing Agreement; upon such substitution, such mortgage loan shall be a “Mortgage Loan” hereunder.

Securities Act: The Securities Act of 1933, as amended.

Standard & Poor’s: Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its successors in interest.

Transaction Documents: This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement and the Underwriting Agreement.

Value: The value of the Mortgaged Property at the time of origination of the related Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at the time of origination.

SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights.

(a) Upon satisfaction of the conditions set forth in Section 11 hereof, each Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans sold by such Mortgage Loan Seller having an aggregate outstanding principal balance as of the Cut-off Date equal to the related Cut-off Date Balance.

(b) The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Certificates will take place on the Closing Date at the office of the Purchaser’s counsel in New York, New York or such other place as the parties shall agree.

(c) Upon the satisfaction of the conditions set forth in Section 11 hereof, on the Closing Date, the Purchaser shall pay to each respective Mortgage Loan Seller the related Acquisition Price for the Mortgage Loans sold by such Mortgage Loan Seller in immediately available funds by wire transfer to such account or accounts as shall be designated by such Mortgage Loan Seller.

(d) In addition to the foregoing, on the Closing Date each Mortgage Loan Seller assigns to the Purchaser all of its right, title and interest in the Servicing Agreements.

SECTION 3. Mortgage Loan Schedule. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) agrees to provide to the Purchaser as of the date hereof a listing of the Mortgage Loans (the “Mortgage Loan Schedule”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the respective Mortgage Loan Sellers. The Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date and shall be in form and substance mutually agreed to by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and the Purchaser.

SECTION 4. Mortgage Loan Transfer.

(a) The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereof. Each Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereof. Such principal amounts and any interest thereon belonging to the related Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Mortgage Loan Schedule.

(b) Pursuant to various conveyancing documents to be executed on the Closing Date and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, each Mortgage Loan Seller has delivered or will deliver or cause to be delivered to the Trustee or the Custodian on behalf of the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and such Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File, provided, however, that in lieu of the foregoing, each Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original Mortgage (other than the Mortgages related to the EMC Flow Loans), assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the related Mortgage Loan Seller may deliver a true copy thereof with a certification by such Mortgage Loan Seller or the Master Servicer, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording;” (y) in lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans), assignments to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents or if the originals are lost (in each case, as evidenced by a certification from such Mortgage Loan Seller or the Master Servicer to such effect), such Mortgage Loan Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 5 the related Mortgage Loan Seller may deliver lost note affidavits and indemnities of such Mortgage Loan Seller; and provided further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, such Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the Trustee a certification by such Mortgage Loan Seller or the Master Servicer to such effect. Each Mortgage Loan Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) or such certified copies to the Trustee, or the Custodian on behalf of the Trustee, promptly after they are received. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date unless such assignment is not required to be recorded under the terms set forth in Section 6(a) hereof.

(c) In connection with the assignment of any Mortgage Loan registered on the MERS® System, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) further agrees that it will cause, at EMC’s own expense, within 30 days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the related Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) further agrees that it will not, and will not permit any Servicer or 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 the Pooling and Servicing Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of the Pooling and Servicing Agreement.

(d) Each Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans will ultimately be assigned to Xxxxx Fargo Bank, National Association, as Trustee for the benefit of the Certificateholders, on the date hereof.

SECTION 5. Examination of Mortgage Files.

(a) On or before the Mortgage File Delivery Date, each Mortgage Loan Seller will have made the related Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or such Mortgage Loan Seller and/or such Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the related Mortgage Files shall not affect the Purchaser’s rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, each Mortgage Loan Seller shall make the related Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm such Mortgage Loan Seller’s compliance with the delivery and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition, upon request of the Purchaser, each Mortgage Loan Seller agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the related Mortgage Files available to the Purchaser, Bear Xxxxxxx and to such investors or prospective investors (which may be at the offices of the related Mortgage Loan Seller and/or such Mortgage Loan Seller’s custodian) and to make available personnel knowledgeable about the related Mortgage Loans for discussions with the Purchaser, Bear Xxxxxxx and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate.

(b) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or the Custodian as obligated under the Custodial Agreement), for the benefit of the Certificateholders, will review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) an initial certification in the form attached as Exhibit One to the Custodial Agreement.

(c) Within 90 days of the Closing Date, the Trustee or the Custodian on its behalf shall, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, deliver to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding), the Master Servicer and, if reviewed by the Custodian, the Trustee an Interim Certification in the form attached as Exhibit Two to the Custodial Agreement to the effect that all such documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

(d) The Trustee or the Custodian on its behalf will review the Mortgage Files within 180 days of the Closing Date and will deliver to EMC (on its own behalf as a Mortgage Loan 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. If the Trustee or the Custodian on its behalf is unable to deliver a final certification with respect to the items listed in Exhibit 1 due to any document that is missing, has not been executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule (a “Material Defect”), the Trustee or the Custodian on its behalf shall notify the EMC of such Material Defect. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall correct or cure any such Material Defect within 90 days from the date of notice from the Trustee of the Material Defect and if EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) does not correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will, in accordance with the terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee with a Replacement Mortgage Loan (if within two years of the Closing Date) or purchase the related Mortgage Loan at the applicable Purchase Price; provided, however, that if such defect relates solely to the inability of EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) to deliver the original security instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, EMC shall not be required to purchase such Mortgage Loan if EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) or a Servicing Officer confirming that such documents have been accepted for recording, and delivery to the Trustee shall be effected by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) within thirty days of its receipt of the original recorded document.

(e) At the time of any substitution, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall deliver or cause to be delivered the Replacement Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i) assign the selected Mortgage Loan to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and shall release or cause the Custodian to release the documents (including, but not limited to the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Trustee or the Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) title to such Deleted Mortgage Loan.

SECTION 6. Recordation of Assignments of Mortgage.

(a) EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will, promptly after the Closing Date, cause each Mortgage and each assignment of Mortgage from the Mortgage Loan Sellers to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided, however, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) need not cause to be recorded any assignment which relates to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged Property is located in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by EMC (on its own behalf as a Mortgage Loan 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; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Trust, (ii) the occurrence of a Company Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to EMC under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing transfer as described in Section 9.05 of the Pooling and Servicing Agreement or an assignment of the servicing as described in Section 8.05(b) of the Pooling and Servicing Agreement or (iv) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

While each such Mortgage or assignment is being recorded, if necessary, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall leave or cause to be left with the Trustee or the Custodian on its behalf a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not been provided with an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above and the related Mortgage Loan is not a MOM Loan, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a Material Defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by EMC.

(b) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by each Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by such Mortgage Loan Seller to the Purchaser to secure a debt or other obligation of that Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of such Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by such Mortgage Loan Seller to the Purchaser of a security interest in all of such Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to time held or invested in any accounts created pursuant to the Pooling and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed to be an assignment of any security interest created hereby. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

SECTION 7. Representations and Warranties of EMC Concerning the Mortgage Loans. EMC hereby represents and warrants to the Purchaser as of the Closing Date or such other date as may be specified below with respect to each Mortgage Loan being sold by it, that:

(a) The information set forth in the Mortgage Loan Schedule hereto is true and correct in all material respects.

(b) Immediately prior to the transfer to the Purchaser, the related Mortgage Loan Seller was the sole owner of beneficial title and holder of each Mortgage and Mortgage Note relating to the Mortgage Loans and is conveying the same free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and the Mortgage Loan Seller has full right and authority to sell or assign the same pursuant to this Agreement.

(c) Each Mortgage Loan at the time it was made complied in all material respects with all applicable local, state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and all applicable predatory, abusive and fair lending laws; and each Mortgage Loan has been serviced in all material respects in accordance with all applicable local, state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws and all applicable anti-predatory lending laws and the terms of the related Mortgage Note, the Mortgage and other loan documents.

(d) There is no monetary default existing under any Mortgage or the related Mortgage Note and there is no material event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and neither the related Mortgage Loan Seller, any of its affiliates nor any servicer of any related Mortgage Loan has taken any action to waive any default, breach or event of acceleration; and no foreclosure action is threatened or has been commenced with respect to the Mortgage Loan.

(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, (i) if required by law in the jurisdiction where the Mortgaged Property is located, or (ii) to protect the interests of the Trustee on behalf of the Certificateholders.

(f) No selection procedure reasonably believed by the related Mortgage Loan Seller to be adverse to the interests of the Certificateholders was utilized in selecting the Mortgage Loans.

(g) Each Mortgage is a valid and enforceable first lien on the property securing the related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer than the term of the related Mortgage, subject only to (i) the lien of current real property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage Loan or referred to in the lender’s title insurance policy delivered to the originator of the related Mortgage Loan and (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage.

(h) There is no mechanics’ lien or claim for work, labor or material affecting the premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such Mortgage except those which are insured against by the title insurance policy referred to in clause (m) below.

(i) There was no delinquent tax or assessment lien against the property subject to any Mortgage, except where such lien was being contested in good faith and a stay had been granted against levying on the property.

(j) There is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such Mortgage Note.

(k) The physical property subject to any Mortgage is free of material damage and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property.

(l) The Mortgaged Property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances.

(m) A lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Xxxxxx Xxx or Xxxxxxx Mac, was issued on the date that each Mortgage Loan was created by a title insurance company which, to the best of the related Mortgage Loan Seller’s knowledge, was qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring such Mortgage Loan Seller and its successors and assigns that the Mortgage is a first priority lien on the related Mortgaged Property in the original principal amount of the Mortgage Loan. The related Mortgage Loan Seller is the sole insured under such lender’s title insurance policy, and such policy, binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance shall contain all applicable endorsements including a negative amortization endorsement, if applicable.

(n) At the time of origination, each Mortgaged Property was the subject of an appraisal which conformed to the underwriting requirements of the originator of the Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Mae or Xxxxxxx Mac.

(o) The improvements on each Mortgaged Property securing a Mortgage Loan are insured (by an insurer which is acceptable to the related Mortgage Loan Seller) against loss by fire and such hazards as are covered under a standard extended coverage endorsement in the locale in which the Mortgaged Property is located, in an amount which is not less than the lesser of the maximum insurable value of the improvements securing such Mortgage Loan or the outstanding principal balance of the Mortgage Loan, but in no event in an amount less than an amount that is required to prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the improvement on the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the condominium project; if upon origination of the related Mortgage Loan, the improvements on the Mortgaged Property were in an area identified as a federally designated flood area, a flood insurance policy is in effect in an amount representing coverage not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged Property or (iii) the maximum coverage available under federal law; and each Mortgage obligates the Mortgagor thereunder to maintain the insurance referred to above at the Mortgagor’s cost and expense.

(p) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9).

(q) None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as amended or (b) “high cost home,” “covered” (excluding home loans defined as “covered home loans” in the New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), “high risk home” or “predatory” loans under any applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).

(r) The information set forth in Schedule A of the Prospectus Supplement with respect to the Mortgage Loans is true and correct in all material respects.

(s) No Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary, which is now Version 5.7, Appendix E, attached hereto as Exhibit 6) or (b) was originated on or after October 1, 2002 through March 6, 2003 and is governed by the Georgia Fair Lending Act.

(t) Each Mortgage Loan was originated in accordance with the underwriting guidelines of the related originator.

(u) Each original Mortgage has been recorded or is in the process of being recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the benefit of the Trust Fund.

(v) The related Mortgage File contains each of the documents and instruments listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions and qualifications as are set forth in such Section.

(w) The Mortgage Loans are currently being serviced in accordance with accepted servicing practices.

(x) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by the related Mortgage Loan Seller and each prepayment penalty is permitted pursuant to federal, state and local law. In addition, with respect to each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated and (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan.

(y) If any of the Mortgage Loans are secured by a leasehold interest, with respect to each leasehold interest: the use of leasehold estates for residential properties is an accepted practice in the area where the related Mortgaged Property is located; residential property in such area consisting of leasehold estates is readily marketable; the lease is recorded and no party is in any way in breach of any provision of such lease; the leasehold is in full force and effect and is not subject to any prior lien or encumbrance by which the leasehold could be terminated or subject to any charge or penalty; and the remaining term of the lease does not terminate less than ten years after the maturity date of such Mortgage Loan.

(z) Each Mortgage Loan was originated (a) by a savings and loan association, savings bank, commercial bank, credit union, insurance company or similar institution that is supervised and examined by a federal or state authority, (b) by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (c) by a mortgage broker or correspondent lender in a manner such that the related Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, as having been originated by an entity described in clauses (a) or (b) above.

It is understood and agreed that the representations and warranties set forth in this Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set forth above shall be deemed to be made by the Mortgage Loan Seller as to any Replacement Mortgage Loan as of the date of substitution.

Upon discovery or receipt of notice by EMC, the Purchaser or the Trustee of a breach of any representation or warranty of EMC set forth in this Section 7 which materially and adversely affects the value of the interests of the Purchaser, the Certificateholders or the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party discovering or receiving notice of such breach shall give prompt written notice to the others. In the case of any such breach of a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by EMC, or the date EMC is notified by the party discovering or receiving notice of such breach (whichever occurs earlier), EMC will (i) cure such breach in all material respects, (ii) purchase the affected Mortgage Loan at the applicable Purchase Price or (iii) if within two years of the Closing Date, substitute a qualifying Replacement Mortgage Loan in exchange for such Mortgage Loan; provided that, (A) in the case of a breach of the representation and warranty concerning the Mortgage Loan Schedule contained in clause (a) of this Section 7, if such breach is material and relates to any field on the Mortgage Loan Schedule which identifies any Prepayment Charge or (B) in the case of a breach of the representation contained in clause (x) of this Section 7, then, in each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price, EMC shall pay the amount of the Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge) from its own funds and without reimbursement therefor, and EMC shall have no obligation to repurchase or substitute for such Mortgage Loan. The obligations of EMC to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive remedy under this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect to the Mortgage Loans, except for the obligation of EMC to indemnify the Purchaser for such breach as set forth in and limited by Section 14 hereof.

Any cause of action against EMC or relating to or arising out of a breach by EMC of any representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by EMC or notice thereof by the party discovering such breach and (ii) failure by EMC to cure such breach, purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage Loan pursuant to the terms hereof.

SECTION 8. Representations and Warranties Concerning EMC. As of the date hereof and as of the Closing Date, EMC represents and warrants to the Purchaser and Master Funding as to itself in the capacity indicated as follows:

(a) EMC (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on EMC’s business as presently conducted or on EMC’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;

(b) EMC has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(c) the execution and delivery by EMC of this Agreement and any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of EMC; and neither the execution and delivery of this Agreement or any other Transaction Document to which it is a party, nor the consummation of the transactions herein or therein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on EMC or its properties or the charter or by-laws of EMC, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on EMC’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;

(d) the execution, delivery and performance by EMC of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;

(e) each of this Agreement and the other Transaction Document to which it is a party has been duly executed and delivered by EMC and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of EMC enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(f) there are no actions, suits or proceedings pending or, to the knowledge of EMC, threatened against EMC, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party or (ii) with respect to any other matter which in the judgment of EMC could reasonably be expected to be determined adversely to EMC and will if determined adversely to EMC materially and adversely affect EMC’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party; and EMC is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and

(g) The Mortgage Loan Seller’s Information (as defined in Section 14(a) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

SECTION 9. Representations and Warranties Concerning the Purchaser. As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Sellers as follows:

(a) the Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Purchaser’s business as presently conducted or on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;

(b) the Purchaser has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement or any other Transaction Document to which it is a party;

(c) the execution and delivery by the Purchaser of this Agreement or any other Transaction Document to which it is a party has been duly authorized by all necessary action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement or any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby or thereby;

(d) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;

(e) each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Mortgage Loan Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(f) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party or (ii) with respect to any other matter which in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement and the other Transaction Documents to which it is a party; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party; and

(g) the Purchaser’s Information (as defined in Section 14(b) hereof) does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

SECTION 10. Representations and Warranties Concerning Master Funding. As of the date hereof and as of the Closing Date, Master Funding represents and warrants to EMC and the Purchaser as follows:

(a) Master Funding (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on Master Funding’s business as presently conducted or on Master Funding’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(b) Master Funding has full power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(c) The execution and delivery by Master Funding of this Agreement has been duly authorized by all necessary action on the part of Master Funding; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof or thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Master Funding or its properties or the written consent of the sole member or limited liability company agreement of Master Funding, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on Master Funding’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(d) The execution, delivery and performance by Master Funding of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;

(e) This Agreement has been duly executed and delivered by Master Funding and, assuming due authorization, execution and delivery by the Purchaser or the parties thereto, constitutes a valid and binding obligation of Master Funding enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and

(f) There are no actions, suits or proceedings pending or, to the knowledge of Master Funding, threatened against Master Funding, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of Master Funding could reasonably be expected to be determined adversely to Master Funding and if determined adversely to Master Funding materially and adversely affect Master Funding’s ability to perform its obligations under this Agreement; and Master Funding is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.

SECTION 11. Conditions to Closing.

(a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

(1) Each of the obligations of each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement or any of the Transaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan Sellers.

(2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:

(i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories;

(ii) A certificate of an officer of EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of EMC authorizing the transactions contemplated by this Agreement, together with copies of the articles of incorporation, by-laws and certificate of good standing of EMC;

(iii) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding;

(iv) One or more opinions of counsel from the Mortgage Loan Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;

(v) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth therein; and

(vi) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.

(3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement shall have been issued and sold to Bear Xxxxxxx.

(4) Each Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and their respective counsel may reasonably request.

(b) The obligations of each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

(1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or any of the Transaction Documents, and each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.

(2) Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof:

(i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC, and all documents required thereby duly executed by all signatories;

(ii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to each Mortgage Loan Seller, and attached thereto the written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the Purchaser’s certificate of formation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date;

(iii) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to each Mortgage Loan Seller and the Rating Agencies; and

(iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates.

SECTION 12. Fees and Expenses. Subject to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel’s fees and expenses in connection with any “blue sky” and legal investment matters, (v) the fees and expenses of the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee or the Custodian on its behalf, (vi) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage assignments (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from each Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

SECTION 13. Accountants’ Letters.

(a) Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto. EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the caption “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement.

(b) To the extent statistical information with respect to EMC’s servicing portfolio is included in the Prospectus Supplement under the caption “Servicing of the Mortgage Loans—EMC,” a letter from the certified public accountant for EMC will be delivered to the Purchaser dated the date of the Prospectus Supplement, in the form previously agreed to by EMC and the Purchaser, with respect to such statistical information.

SECTION 14. Indemnification.

(a) EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall indemnify and hold harmless the Purchaser and its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement of a material fact contained in the Mortgage Loan Sellers’ Information as identified in Exhibit 3, the omission to state in the Term Sheet Supplement, the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and in which additional Mortgage Loan Sellers’ Information is identified), in reliance upon and in conformity with Mortgage Loan Sellers’ Information a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading; and EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall reimburse the Purchaser and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action.

The foregoing indemnity agreement is in addition to any liability which EMC or Master Funding otherwise may have to the Purchaser or any other such indemnified party.

(b) The Purchaser shall indemnify and hold harmless each Mortgage Loan Seller and its respective directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement of a material fact contained in the Purchaser’s Information as identified in Exhibit 4, the omission to state in the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the Purchaser and in which additional Purchaser’s Information is identified), in reliance upon and in conformity with the Purchaser’s Information, a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading; and the Purchaser shall reimburse each Mortgage Loan Seller, and each other indemnified party for any legal and other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the Mortgage Loan Sellers, or any other such indemnified party.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 14 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there is a conflict of interest between itself or themselves and the indemnifying party in the conduct of the defense of any claim or that the interests of the indemnified party or parties are not substantially co-extensive with those of the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties (provided, however, that the indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement or any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld.

(d) If the indemnification provided for in paragraphs (a) and (b) of this Section 14 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to in Section 14, then the indemnifying party shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan Sellers on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans, the offering of the Certificates and the other transactions contemplated hereunder. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.

(e) The parties hereto agree that reliance by an indemnified party on any publicly available information or any information or directions furnished by an indemnifying party shall not constitute negligence, bad faith or willful misconduct by such indemnified party.

SECTION 15. Notices. All demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to EMC shall be directed to EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, (Facsimile: (000) 000-0000), Attention: Xxxxxxxx Xxxxx; notices to Master Funding shall be directed to Master Funding LLC, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000) Attention: Xxxx Xxxxxxxx; and notices to the Purchaser shall be directed to Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Telecopy: (000) 000-0000), Attention: Chief Counsel; or to any other address as may hereafter be furnished by one party to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt) provided that it is received on a business day during normal business hours and, if received after normal business hours, then it shall be deemed to be received on the next business day.

SECTION 16. Transfer of Mortgage Loans. The Purchaser retains the right to assign the Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of the Mortgage Loan Sellers, and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 12, 14 and 18 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trustee with respect to a breach of representation or warranty of the Mortgage Loan Sellers shall be the cure, purchase or substitution obligations of EMC contained in Sections 5 and 7 hereof.

SECTION 17. Termination. This Agreement may be terminated (a) by the mutual consent of the parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser’s obligation to close set forth under Section 11(a) hereof are not fulfilled as and when required to be fulfilled or (c) by any Mortgage Loan Seller, if the conditions to the Mortgage Loan Sellers’ obligation to close set forth under Section 11(b) hereof are not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause (b), EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay, and in the event of termination pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the transactions contemplated by this Agreement. In the event of a termination pursuant to clause (a), each party shall be responsible for its own expenses.

SECTION 18. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Sellers submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, EMC’s representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Mortgage Loan Schedule and any Replacement Mortgage Loan.

SECTION 19. Severability. If any provision of this Agreement shall be prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent, without invalidating the remainder of this Agreement.

SECTION 20. Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but which together shall constitute one and the same agreement.

SECTION 21. Amendment. This Agreement cannot be amended or modified in any manner without the prior written consent of each party.

SECTION 22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

SECTION 23. Further Assurances. Each of the parties agrees to execute and deliver such instruments and take such actions as another party may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement including any amendments hereto which may be required by either Rating Agency.

SECTION 24. Successors and Assigns.

(a) This Agreement shall bind and inure to the benefit of and be enforceable by each of the Mortgage Loan Sellers and the Purchaser and their permitted successors and assigns and, to the extent specified in Section 14 hereof, Bear Xxxxxxx, and their directors, officers and controlling persons (within the meaning of federal securities laws). The Mortgage Loan Sellers acknowledge and agree that the Purchaser may assign its rights under this Agreement (including, without limitation, with respect to the EMC’s representations and warranties respecting the Mortgage Loans) to the Trustee. Any person into which any Mortgage Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation involving such Mortgage Loan Seller), any person resulting from a change in form of such Mortgage Loan Seller or any person succeeding to the business of such Mortgage Loan Seller, shall be considered the “successor” of such Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of any paper or any further act or consent on the part of any party hereto. Except as provided in the two preceding sentences, this Agreement cannot be assigned, pledged or hypothecated by either party hereto without the written consent of the other parties to this Agreement and any such assignment or purported assignment shall be deemed null and void.

SECTION 25. The Mortgage Loan Sellers. EMC will keep in full force and effect its existence, all 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 necessary to perform its obligations under this Agreement. Master Funding will keep in full force and effect its existence, all rights and franchises as a limited liability company under the laws of the State of its formation and will obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is necessary to perform its obligations under this Agreement.

SECTION 26. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

SECTION 27. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

* Please contact Bear Xxxxxxx for pricing information.

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.

	EMC MORTGAGE CORPORATION By:_____________________________ Name:___________________________ Title:____________________________


	BEAR XXXXXXX ASSET BACKED SECURITIES I LLC By:_____________________________ Name:___________________________ Title:____________________________


	MASTER FUNDING LLC By:_____________________________ Name:___________________________ Title:____________________________

EXHIBIT 1

CONTENTS OF MORTGAGE FILE

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser or its designee, and which shall be delivered to the Purchaser or its designee pursuant to the terms of this Agreement.

(i) The original Mortgage Note, including any riders thereto, endorsed without recourse to the order of “Xxxxx Fargo Bank, National Association”, as Trustee for certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC2,” or to blank and showing to the extent available to the Mortgage Loan Sellers an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Trustee;

(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form);

(iii) unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to the Trustee of the Mortgage with respect to each Mortgage Loan in the name of “Xxxxx Fargo Bank, National Association”, as Trustee for certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC Asset-Backed Certificates, Series 2007-AC2,” which shall have been recorded (or if clause (x) in the proviso below applies, shall be in recordable form);

(iv) an original or a copy of all intervening assignments of the Mortgage, if any, to the extent available to the Mortgage Loan Sellers, with evidence of recording thereon;

(v) the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property and

(vi) originals or copies of all available assumption, modification or substitution agreements, if any;

provided, however, that in lieu of the foregoing, the related Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (x) if any Mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Purchaser may deliver a true copy thereof with a certification by the related Mortgage Loan Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified in the list set forth in Exhibit I to the Pooling and Servicing Agreement, the Purchaser may deliver a lost note affidavit and indemnity and a copy of the original note, if available; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Purchaser, in lieu of delivering the above documents, may deliver to the Trustee and its Custodian a certification of a Servicing Officer to such effect and in such case shall deposit all amounts paid in respect of such Mortgage Loans, in the Master Servicer Collection Account or in the Distribution Account on the Closing Date. In the case of the documents referred to in clause (x) above, the Purchaser shall deliver such documents to the Trustee or its Custodian promptly after they are received. EMC (on its own behalf as a Mortgage Loan 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 EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) need not cause to be recorded any assignment (a) in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered by EMC (on its own behalf as a Mortgage Loan 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 mortgagee of record solely as nominee for EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) and its successors and assigns. In the event that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding), the Purchaser or the Master Servicer gives written notice to the Trustee that a court has recharacterized the sale of the Mortgage Loans as a financing, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall submit or cause to be submitted for recording as specified above or, should EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) fail to perform such obligations, the Master Servicer shall cause each such previously unrecorded assignment to be submitted for recording as specified above at the expense of the Trust. In the event a Mortgage File is released to EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding) or the Master Servicer as a result of such Person having completed a Request for Release, the Custodian shall, if not so completed, complete the assignment of the related Mortgage in the manner specified in clause (iii) above.

EXHIBIT 2

MORTGAGE LOAN SCHEDULE INFORMATION

The Mortgage Loan Schedules shall set forth the following information with respect to each Mortgage Loan:

(a) the city, state and zip code of the Mortgaged Property;

(b) the property type;

(d) the Servicing Fee Rate;

(e) the Master Servicer’s Fee Rate;

(f) the LPMI Fee, if applicable;

(g) the Trustee Fee Rate, if applicable;

(h) the Net Rate;

(i) the maturity date;

(j) the stated original term to maturity;

(k) the stated remaining term to maturity;

(l) the original Principal Balance;

(m) the first payment date;

(n) the principal and interest payment in effect as of the Cut-off Date;

(o) the unpaid Principal Balance as of the Cut-off Date;

(p) the Loan-to-Value Ratio at origination;

(q) the insurer of any Primary Mortgage Insurance Policy;

(r) the MIN with respect to each MOM Loan;

(s) the Gross Margin, if applicable;

(t) the next Adjustment Date, if applicable;

(u) the Maximum Lifetime Mortgage Rate, if applicable;

(v) the Minimum Lifetime Mortgage Rate, if applicable;

(w) the Periodic Rate Cap, if applicable;

(x) the Loan Group, if applicable;

(y) a code indicating whether the Mortgage Loan is negatively amortizing;

(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.

EXHIBIT 3

MORTGAGE LOAN SELLER’S INFORMATION

All information in the Prospectus Supplement described under the following captions: “SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE A - Mortgage Loan Statistical Data.”

EXHIBIT 4

PURCHASER’S INFORMATION

All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan Sellers’ Information.

EXHIBIT 5

SCHEDULE OF LOST NOTES

Available Upon Request

EXHIBIT 6

REVISED October 20, 0000

XXXXXXXX X - Standard & Poor’s Predatory Lending Categories

Standard & Poor’s has categorized loans governed by anti-predatory lending laws in the Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note that certain loans classified by the relevant statute as Covered are included in Standard & Poor’s High Cost Loan Category because they included thresholds and tests that are typical of what is generally considered High Cost by the industry.

Standard & Poor’s High Cost Loan Categorization
State/Jurisdiction	Name of Anti-Predatory Lending Law/Effective Date	Category under Applicable Anti-Predatory Lending Law
Arkansas	Arkansas Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq. Effective July 16, 2003	High Cost Home Loan
Cleveland Heights, OH	Ordinance No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003	Covered Loan
Colorado	Consumer Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq. Effective for covered loans offered or entered into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002	Covered Loan
Connecticut	Connecticut Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et seq. Effective October 1, 2001	High Cost Home Loan
District of Columbia	Home Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans closed on or after January 28, 2003	Covered Loan
Florida	Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq. Effective October 2, 2002	High Cost Home Loan
Georgia (Oct. 1, 2002 - Mar. 6, 2003)	Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003	High Cost Home Loan
Georgia as amended (Mar. 7, 2003 - current)	Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective for loans closed on or after March 7, 2003	High Cost Home Loan
HOEPA Section 32	Home Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1, 2002	High Cost Loan
Illinois	High Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective January 1, 2004 (prior to this date, regulations under Residential Mortgage License Act effective from May 14, 2001)	High Risk Home Loan
Indiana	Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq. Effective January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.	High Cost Home Loans
Kansas	Consumer Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq. Sections 16a-1-301 and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999	High Loan to Value Consumer Loan (id. § 16a-3-207) and;
Kansas		High APR Consumer Loan (id. §16a-3-308a)
Kentucky	2003 KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100 et seq. Effective June 24, 2003	High Cost Home Loan
Maine	Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September 29, 1995 and as amended from time to time	High Rate High Fee Mortgage
Massachusetts	Part 40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et seq. Effective March 22, 2001 and amended from time to time	High Cost Home Loan
Nevada	Assembly Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1, 2003	Home Loan
New Jersey	New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003	High Cost Home Loan
New Mexico	Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004	High Cost Home Loan
New York	N.Y. Banking Law Article 6-l Effective for applications made on or after April 1, 2003	High Cost Home Loan
North Carolina	Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)	High Cost Home Loan
Ohio	H.B. 386 (codified in various sections of the Ohio Code), Ohio Rev. Code Xxx. §§ 1349.25 et seq. Effective May 24, 2002	Covered Loan
Oklahoma	Consumer Credit Code (codified in various sections of Title 14A) Effective July 1, 2000; amended effective January 1, 2004	Subsection 10 Mortgage
Rhode Island	Rhode Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq. Effective December 31, 2006.	High Cost Home Loan
South Carolina	South Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10 et seq. Effective for loans taken on or after January 1, 2004	High Cost Home Loan
Tennessee	Tennessee Home Loan Protection Act, Tenn. Code Xxx. §§ 00-00-000 et seq. Effective January 1, 2007.	High Cost Home Loan
West Virginia	West Virginia Residential Mortgage Lender, Broker and Servicer Act, W. Va. Code Xxx. §§ 31-17-1 et seq. Effective June 5, 0000	Xxxx Xxxxxxxx Mortgage Loan Act Loan

Standard & Poor’s Covered Loan Categorization
State/Jurisdiction	Name of Anti-Predatory Lending Law/Effective Date	Category under Applicable Anti-Predatory Lending Law
Georgia (Oct. 1, 2002 - Mar. 6, 2003)	Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003	Covered Loan
New Jersey	New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective November 27, 2003 - July 5, 2004	Covered Home Loan

Standard & Poor’s Home Loan Categorization
State/Jurisdiction	Name of Anti-Predatory Lending Law/Effective Date	Category under Applicable Anti-Predatory Lending Law
Georgia (Oct. 1, 2002 - Mar. 6, 2003)	Georgia Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq. Effective October 1, 2002 - March 6, 2003	Home Loan
New Jersey	New Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq. Effective for loans closed on or after November 27, 2003	Home Loan
New Mexico	Home Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of January 1, 2004; Revised as of February 26, 2004	Home Loan
North Carolina	Restrictions and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)	Consumer Home Loan
South Carolina	South Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx. §§ 37-23-10 et seq. Effective for loans taken on or after January 1, 2004	Consumer Home Loan

SCHEDULE A

REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES

Public Certificates

Class	S&P	Xxxxx’x
A-1	AAA	Aaa
A-2	AAA	Aaa
X	AAA	Aaa
M-1	AA	Aa2
M-2	A+	A1
X-0	X	X0
X-0	X-	X0
X-0	BBB+	Baa1
B-2	BBB	Baa2
B-3	BBB-	Baa3

None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such ratings by the Rating Agencies.

Private Certificates

Class	S&P	Xxxxx’x
B-4	BB	Ba2
C	Not Rated	Not Rated
P	Not Rated	Not Rated
R-1	Not Rated	Not Rated
R-2	Not Rated	Not Rated
R-3	Not Rated	Not Rated
RX	Not Rated	Not Rated

EXHIBIT M

[Reserved]

EXHIBIT N

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

Definitions

Primary Servicer - transaction party having borrower contact

Master Servicer - aggregator of pool assets

Trustee - waterfall calculator; fiduciary of the transaction

Back-up Servicer - named in the transaction (in the event a Back up Servicer becomes the Primary Servicer, follow Primary Servicer obligations)

Custodian - safe keeper of pool assets

Note: The definitions above describe the essential function that the party performs, rather than the party’s title.

Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.

Key: X - obligation

[X] - under consideration for obligation

Reg AB Reference	Servicing Criteria	Primary Servicer	Master Servicer	Trustee	Custodian
General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X	X	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X	X	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X	X	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X	X	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X	X	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X	X	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X	X	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X		X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X	X	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.	X	X	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X	X	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X	X	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X	X	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X			X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements	X			X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X		X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. (In this transaction there is no external enhancement or other support.)	X		X

EXHIBIT O

FORM 10-D, FORM 8-K AND FORM 10-K

REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the party identified as responsible for preparing the Securities Exchange Act Reports pursuant to Section 4.18 of the Pooling and Servicing Agreement.

Under Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders” are required to be included in the periodic Distribution Date statement under Section 6.06, provided by the Trustee based on information received from the party providing such information; and b) items marked “Form 10-D report” are required to be in the Form 10-D report but not the Monthly Statements to Certificateholders, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to the Trustee and the Depositor.

Form	Item	Description	Servicers	Master Servicer	Trustee	Custodian	Depositor	Sponsor
10-D	Must Be Filed Within 15 Days Of The Distribution Date For The Asset-Backed Securities.
	1	Distribution And Pool Performance Information
		Item 1121(A) - Distribution And Pool Performance Information
		(1) Any Applicable Record Dates, Accrual Dates, Determination Dates For Calculating Distributions And Actual Distribution Dates For The Distribution Period.			X (Monthly Statements To Certificateholders)
		(2) Cash Flows Received And The Sources Thereof For Distributions, Fees And Expenses.			X (Monthly Statements To Certificateholders)
		(3) Calculated Amounts And Distribution Of The Flow Of Funds For The Period Itemized By Type And Priority Of Payment, Including:			X (Monthly Statements To Certificateholders)
		(I) Fees Or Expenses Accrued And Paid, With An Identification Of The General Purpose Of Such Fees And The Party Receiving Such Fees Or Expenses.			X (Monthly Statements To Certificateholders)
		(Ii) Payments Accrued Or Paid With Respect To Enhancement Or Other Support Identified In Item 1114 Of Regulation Ab (Such As Insurance Premiums Or Other Enhancement Maintenance Fees), With An Identification Of The General Purpose Of Such Payments And The Party Receiving Such Payments.			X (Monthly Statements To Certificateholders)
		(Iii) Principal, Interest And Other Distributions Accrued And Paid On The Asset-Backed Securities By Type And By Class Or Series And Any Principal Or Interest Shortfalls Or Carryovers.			X (Monthly Statements To Certificateholders)
		(Iv) The Amount Of Excess Cash Flow Or Excess Spread And The Disposition Of Excess Cash Flow.			X (Monthly Statements To Certificateholders)
		(4) Beginning And Ending Principal Balances Of The Asset-Backed Securities.			X (Monthly Statements To Certificateholders)
		(5) Interest Rates Applicable To The Pool Assets And The Asset-Backed Securities, As Applicable. Consider Providing Interest Rate Information For Pool Assets In Appropriate Distributional Groups Or Incremental Ranges.			X (Monthly Statements To Certificateholders)
		(6) Beginning And Ending Balances Of Transaction Accounts, Such As Reserve Accounts, And Material Account Activity During The Period.			X (Monthly Statements To Certificateholders)
		(7) Any Amounts Drawn On Any Credit Enhancement Or Other Support Identified In Item 1114 Of Regulation Ab, As Applicable, And The Amount Of Coverage Remaining Under Any Such Enhancement, If Known And Applicable.			X (Monthly Statements To Certificateholders)
		(8) Number And Amount Of Pool Assets At The Beginning And Ending Of Each Period, And Updated Pool Composition Information, Such As Weighted Average Coupon, Weighted Average Remaining Term, Pool Factors And Prepayment Amounts.			X (Monthly Statements To Certificateholders)		Updated Pool Composition Information Fields To Be As Specified By Depositor From Time To Time
		(9) Delinquency And Loss Information For The Period.	X	X	X (Monthly Statements To Certificateholders)
		In Addition, Describe Any Material Changes To The Information Specified In Item 1100(B)(5) Of Regulation Ab Regarding The Pool Assets. (Methodology)	X
		(10) Information On The Amount, Terms And General Purpose Of Any Advances Made Or Reimbursed During The Period, Including The General Use Of Funds Advanced And The General Source Of Funds For Reimbursements.	X	X	X (Monthly Statements To Certificateholders)
		(11) Any Material Modifications, Extensions Or Waivers To Pool Asset Terms, Fees, Penalties Or Payments During The Distribution Period Or That Have Cumulatively Become Material Over Time.	X	X	X (Monthly Statements To Certificateholders)
		(12) Material Breaches Of Pool Asset Representations Or Warranties Or Transaction Covenants.	X	X	X (If Agreed Upon By The Parties)		X
		(13) Information On Ratio, Coverage Or Other Tests Used For Determining Any Early Amortization, Liquidation Or Other Performance Trigger And Whether The Trigger Was Met.			X (Monthly Statements To Certificateholders)
		(14) Information Regarding Any New Issuance Of Asset-Backed Securities Backed By The Same Asset Pool,					X
		Information Regarding Any Pool Asset Changes (Other Than In Connection With A Pool Asset Converting Into Cash In Accordance With Its Terms), Such As Additions Or Removals In Connection With A Prefunding Or Revolving Period And Pool Asset Substitutions And Repurchases (And Purchase Rates, If Applicable), And Cash Flows Available For Future Purchases, Such As The Balances Of Any Prefunding Or Revolving Accounts, If Applicable.	X	X	X		X
		Disclose Any Material Changes In The Solicitation, Credit-Granting, Underwriting, Origination, Acquisition Or Pool Selection Criteria Or Procedures, As Applicable, Used To Originate, Acquire Or Select The New Pool Assets.					X	X
		Item 1121(B) - Pre-Funding Or Revolving Period Information Updated Pool Information As Required Under Item 1121(B).					X
	2	Legal Proceedings
		Item 1117 - Legal Proceedings Pending Against The Following Entities, Or Their Respective Property, That Is Material To Certificateholders, Including Proceedings Known To Be Contemplated By Governmental Authorities:
		Sponsor (Seller)						X
		Depositor					X
		Trustee			X
		Issuing Entity					X
		Master Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or More Of Pool Assets At Time Of Report, Other Material Servicers	X	X
		Originator Of 20% Or More Of Pool Assets As Of The Cut-Off Date					X
		Custodian				X
	3	Sales Of Securities And Use Of Proceeds
	3	Information From Item 2(A) Of Part Ii Of Form 10-Q: With Respect To Any Sale Of Securities By The Sponsor, Depositor Or Issuing Entity, That Are Backed By The Same Asset Pool Or Are Otherwise Issued By The Issuing Entity, Whether Or Not Registered, Provide The Sales And Use Of Proceeds Information In Item 701 Of Regulation S-K. Pricing Information Can Be Omitted If Securities Were Not Registered.					X
	4	Defaults Upon Senior Securities
	4	Information From Item 3 Of Part Ii Of Form 10-Q: Report The Occurrence Of Any Event Of Default (After Expiration Of Any Grace Period And Provision Of Any Required Notice)			X
	5	Submission Of Matters To A Vote Of Security Holders
	5	Information From Item 4 Of Part Ii Of Form 10-Q			X
	6	Significant Obligors Of Pool Assets
		Item 1112(B) - Significant Obligor Financial Information*					X
		*This Information Need Only Be Reported On The Form 10-D For The Distribution Period In Which Updated Information Is Required Pursuant To The Item.
	7	Significant Enhancement Provider Information
		Item 1114(B)(2) - Credit Enhancement Provider Financial Information*
		Determining Applicable Disclosure Threshold					X
		Obtain Required Financial Information Or Effecting Incorporation By Reference					X
		Item 1115(B) - Derivative Counterparty Financial Information*
		Determining Current Maximum Probable Exposure					X
		Determining Current Significance Percentage			X
		Notify Derivative Counterparty Of Significance Percentage And Request Required Financial Information			X
		Obtain Required Financial Information Or Effecting Incorporation By Reference					X
		*This Information Need Only Be Reported On The Form 10-D For The Distribution Period In Which Updated Information Is Required Pursuant To The Items.
	8	Other Information
	8	Disclose Any Information Required To Be Reported On Form 8-K During The Period Covered By The Form 10-D But Not Reported	The Responsible Party For The Applicable Form 8-K Item As Indicated Below.
	9	Exhibits
		Distribution Report			X
		Exhibits Required By Item 601 Of Regulation S-K, Such As Material Agreements					X
8-K	Must Be Filed Within Four Business Days Of An Event Reportable On Form 8-K.
	1.01	Entry Into A Material Definitive Agreement
	1.01	Disclosure Is Required Regarding Entry Into Or Amendment Of Any Definitive Agreement That Is Material To The Securitization, Even If Depositor Is Not A Party. Examples: Servicing Agreement, Custodial Agreement. Note: Disclosure Not Required As To Definitive Agreements That Are Fully Disclosed In The Prospectus	X	X	X		X	X
	1.02	Termination Of A Material Definitive Agreement	X	X	X		X	X
	1.02	Disclosure Is Required Regarding Termination Of Any Definitive Agreement That Is Material To The Securitization (Other Than Expiration In Accordance With Its Terms), Even If Depositor Is Not A Party. Examples: Servicing Agreement, Custodial Agreement.
	1.03	Bankruptcy Or Receivership
	1.03	Disclosure Is Required Regarding The Bankruptcy Or Receivership, If Known To The Master Servicer, With Respect To Any Of The Following: Sponsor (Seller), Depositor, Master Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or More Of Pool Assets At Time Of Report, Other Material Servicers, Certificate Administrator, Trustee, Significant Obligor, Credit Enhancer (10% Or More), Derivatives Counterparty, Custodian	X	X	X	X	X	X
	2.04	Triggering Events That Accelerate Or Increase A Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement
	2.04	Includes An Early Amortization, Performance Trigger Or Other Event, Including Event Of Default, That Would Materially Alter The Payment Priority/Distribution Of Cash Flows/Amortization Schedule. Disclosure Will Be Made Of Events Other Than Waterfall Triggers Which Are Disclosed In The Monthly Statement To Certificateholders		X	X
	3.03	Material Modification To Rights Of Security Holders
	3.03	Disclosure Is Required Of Any Material Modification To Documents Defining The Rights Of Certificateholders, Including The Pooling And Servicing Agreement			X		X
	5.03	Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year
	5.03	Disclosure Is Required Of Any Amendment “To The Governing Documents Of The Issuing Entity”					X
	5.06	Change In Shell Company Status
	5.06	[Not Applicable To Abs Issuers]					X
	6.01	Abs Informational And Computational Material
	6.01	[Not Included In Reports To Be Filed Under Section 3.18]					X
	6.02	Change Of Servicer Or Trustee
	6.02	Requires Disclosure Of Any Removal, Replacement, Substitution Or Addition Of Any Master Servicer, Affiliated Servicer, Other Servicer Servicing 10% Or More Of Pool Assets At Time Of Report, Other Material Servicers, Certificate Administrator Or Trustee.	X	X	X		X
		Reg Ab Disclosure About Any New Servicer Is Also Required.	X
		Reg Ab Disclosure About Any New Trustee Is Also Required.			X (To The Extent Of A New Trustee)
	6.03	Change In Credit Enhancement Or Other External Support [In This Transaction There Is No External Enhancement Or Other Support.]
	6.03	Covers Termination Of Any Enhancement In Manner Other Than By Its Terms, The Addition Of An Enhancement, Or A Material Change In The Enhancement Provided. Applies To External Credit Enhancements As Well As Derivatives.			X		X
		Reg Ab Disclosure About Any New Enhancement Provider Is Also Required.			X		X
	6.04	Failure To Make A Required Distribution			X
	6.05	Securities Act Updating Disclosure
		If Any Material Pool Characteristic Differs By 5% Or More At The Time Of Issuance Of The Securities From The Description In The Final Prospectus, Provide Updated Reg Ab Disclosure About The Actual Asset Pool.					X
		If There Are Any New Servicers Or Originators Required To Be Disclosed Under Regulation Ab As A Result Of The Foregoing, Provide The Information Called For In Items 1108 And 1110 Respectively.					X
	7.01	Regulation Fd Disclosure	X	X	X	X	X
	8.01	Other Events
	8.01	Any Event, With Respect To Which Information Is Not Otherwise Called For In Form 8-K, That The Registrant Deems Of Importance To Security Holders.					X
	9.01	Financial Statements And Exhibits	The Responsible Party Applicable To Reportable Event.
10-K	Must Be Filed Within 90 Days Of The Fiscal Year End For The Registrant.
10-K	9b	Other Information
		Disclose Any Information Required To Be Reported On Form 8-K During The Fourth Quarter Covered By The Form 10-K But Not Reported	The Responsible Party For The Applicable Form 8-K Item As Indicated Above.
	15	Exhibits And Financial Statement Schedules
		Item 1112(B) - Significant Obligor Financial Information					X
		Item 1114(B)(2) - Credit Enhancement Provider Financial Information
		Determining Applicable Disclosure Threshold					X
		Obtain Required Financial Information Or Effecting Incorporation By Reference					X
		Item 1115(B) - Derivative Counterparty Financial Information
		Determining Current Maximum Probable Exposure					X
		Determining Current Significance Percentage			X
		Notify Derivative Counterparty Of Significance Percentage And Request Required Financial Information			X
		Obtain Required Financial Information Or Effecting Incorporation By Reference					X
		Item 1117 - Legal Proceedings Pending Against The Following Entities, Or Their Respective Property, That Is Material To Certificateholders, Including Proceedings Known To Be Contemplated By Governmental Authorities:
		Sponsor (Seller)						X
		Depositor					X
		Trustee			X
		Issuing Entity					X
		Master Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or More Of Pool Assets At Time Of Report, Other Material Servicers	X	X
		Originator Of 20% Or More Of Pool Assets As Of The Cut-Off Date					X
		Custodian				X
		Item 1119 - Affiliations And Relationships Between The Following Entities, Or Their Respective Affiliates, That Are Material To Certificateholders:
		Sponsor (Seller)						X
		Depositor					X
		Trustee			X
		Master Servicer, Affiliated Servicer, Other Servicer Servicing 20% Or More Of Pool Assets At Time Of Report, Other Material Servicers	X	X
		Originator					X
		Custodian				X
		Credit Enhancer/Support Provider					X
		Significant Obligor					X
		Item 1122 - Assessment Of Compliance With Servicing Criteria	X	X	X	X
		Item 1123 - Servicer Compliance Statement	X	X

EXHIBIT P

ADDITIONAL DISCLOSURE NOTIFICATION

Bear Xxxxxxx Asset Backed Securities I LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Fax: (000) 000-0000

E-mail: xxxxxxxxxxxxxxxxxx@xxxx.xxx

Xxxxx Fargo Bank, N.A. as Trustee

0000 Xxx Xxxxxxxxx Xxxx

Xxxxxxxx, Xxxxxxxx 00000

Fax: (000) 000-0000

E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx

Attn: Corporate Trust Services - BSABS I 2007-AC2-SEC REPORT PROCESSING

RE: **Additional Form [ ] Disclosure**Required

Ladies and Gentlemen:

In accordance with Section 4.18 of the Pooling and Servicing Agreement, dated as of February 1, 2007, among Bear Xxxxxxx Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as Master Servicer, Seller and Company and Xxxxx Fargo Bank, National Association, as Trustee. The Undersigned hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [ ].

Description of Additional Form [ ] Disclosure:

List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure:

Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ].

[NAME OF PARTY]

as [role]

By: ______________________________

Name:

Title:

EXHIBIT Q

GREENPOINT SERVICING AGREEMENT

EMC MORTGAGE CORPORATION

Purchaser,

GREENPOINT MORTGAGE FUNDING, INC.

Company,

PURCHASE, WARRANTIES AND SERVICING AGREEMENT

Dated as of September 1, 2003

(Fixed and Adjustable Rate Mortgage Loans)

TABLE OF CONTENTS

ARTICLE I


Section 1.01	Defined Terms

ARTICLE II

Section 2.01	Agreement to Purchase
Section 2.02	Purchase Price
Section 2.03	Servicing of Mortgage Loans
Section 2.04	Record Title and Possession of Mortgage Files;Maintenance of Servicing Files
Section 2.05	Books and Records
Section 2.06	Transfer of Mortgage Loans
Section 2.07	Delivery of Mortgage Loan Documents
Section 2.08	Quality Control Procedures
Section 2.09	Near-term Principal Prepayments; Near Term Payment Defaults
Section 2.10	Modification of Obligations

ARTICLE III

Section 3.01	Representations and Warranties of the Company
Section 3.02	Representations and Warranties as to Individual Mortgage Loans
Section 3.03	Repurchase; Substitution
Section 3.04	Representations and Warranties of the Purchaser

ARTICLE IV

Section 4.01	Company to Act as Servicer
Section 4.02	Collection of Mortgage Loan Payments
Section 4.03	Realization Upon Defaulted Mortgage Loans
Section 4.04	Establishment of Custodial Accounts; Deposits in Custodial Accounts
Section 4.05	Permitted Withdrawals from the Custodial Account
Section 4.06	Establishment of Escrow Accounts; Deposits in Escrow Accounts
Section 4.07	Permitted Withdrawals From Escrow Account
Section 4.08	Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder
Section 4.09	Transfer of Accounts
Section 4.10	Maintenance of Hazard Insurance
Section 4.11	Maintenance of Mortgage Impairment Insurance Policy
Section 4.12	Fidelity Bond, Errors and Omissions Insurance
Section 4.13	Title, Management and Disposition of REO Property
Section 4.14	Notification of Maturity Date

ARTICLE V

Section 5.01	Distributions
Section 5.02	Statements to the Purchaser
Section 5.03	Monthly Advances by the Company
Section 5.04	Liquidation Reports

ARTICLE VI

Section 6.01	Assumption Agreements
Section 6.02	Satisfaction of Mortgages and Release of Mortgage Files
Section 6.03	Servicing Compensation
Section 6.04	Annual Statement as to Compliance
Section 6.05	Annual Independent Certified Public Accountants’ Servicing Report
Section 6.06	Purchaser’s Right to Examine Company Records

ARTICLE VII

Section 7.01	Company Shall Provide Information as Reasonably Required

ARTICLE VIII

Section 8.01	Indemnification; Third Party Claims
Section 8.02	Merger or Consolidation of the Company
Section 8.03	Limitation on Liability of the Company and Others
Section 8.04	Company Not to Assign or Resign
Section 8.05	No Transfer of Servicing

ARTICLE IX

Section 9.01	Events of Default
Section 9.02	Waiver of Defaults

ARTICLE X

Section 10.01	Termination
Section 10.02	Termination without cause

ARTICLE XI

Section 11.01	Successor to the Company
Section 11.02	Amendment
Section 11.03	Recordation of Agreement
Section 11.04	Governing Law
Section 11.05	Notices
Section 11.06	Severability of Provisions
Section 11.07	Exhibits
Section 11.08	General Interpretive Principles
Section 11.09	Reproduction of Documents
Section 11.10	Confidentiality of Information
Section 11.11	Recordation of Assignment of Mortgage
Section 11.12	Assignment by Purchaser
Section 11.13	No Partnership
Section 11.14	Execution: Successors and Assigns
Section 11.15	Entire Agreement
Section 11.16	No Solicitation
Section 11.17	Closing
Section 11.18	Cooperation of Company with Reconstitution

EXHIBITS

A	Contents of Mortgage File
B	Custodial Account Letter Agreement
C	Escrow Account Letter Agreement
D	Form of Assignment, Assumption and Recognition Agreement
E	Form of Trial Balance
F	[reserved]
G	Request for Release of Documents and Receipt
H	Company’s Underwriting Guidelines
I	Form of Term Sheet

This is a Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003 and is executed between EMC MORTGAGE CORPORATION, as Purchaser, with offices located at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser"), and GREENPOINT MORTGAGE FUNDING, INC., with offices located at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000 (the "Company").

W I T N E S S E T H :

WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;

WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related Term Sheet; and

WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meaning specified in this Article:

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and which are in accordance with Xxxxxx Xxx servicing practices and procedures, for MBS pool mortgages, as defined in the Xxxxxx Mae Guides including future updates.

Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms of the related Mortgage Note.

Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.

Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the Company and Xxxxxx Xxx.

Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or transfer of the Mortgage Loan.

BIF: The Bank Insurance Fund, or any successor thereto.

Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York, or (iii) a day on which banks in the State of New York are authorized or obligated by law or executive order to be closed.

Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

Code: The Internal Revenue Code of 1986, or any successor statute thereto.

Company: GreenPoint Mortgage Funding, Inc., its successors in interest and assigns, as permitted by this Agreement.

Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President or Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the applicable recording office.

Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.

Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.

Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.

Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the Company (by an appraiser who met the requirements of the Company and Xxxxxx Mae) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at the request of the Company or Mortgagor.

Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the Mortgaged Property.

Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be entitled "GreenPoint Mortgage Funding, Inc., in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns, as custodian for the Purchaser.

Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.

Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of the month of the related Remittance Date.

Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which is the first day of the month.

Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month of such Remittance Date and ending on the first day of the month of the Remittance Date.

Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department of a depository institution or trust company organized under the laws of the United States of America or any one of the states thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall be rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc. or one of the two highest short-term ratings by any applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution. In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to meet the applicable ratings requirements.

Eligible Institution: GreenPoint Mortgage Funding, Inc., or an institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.

Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding principal balance of the existing mortgage loan as defined in the Xxxxxx Xxx Guide(s).

Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be entitled "GreenPoint Mortgage Funding, Inc., in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.

Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.

Xxxxxx Mae: The Federal National Mortgage Association, or any successor thereto.

Xxxxxx Xxx Guide(s): The Xxxxxx Mae Selling Guide and the Xxxxxx Xxx Servicing Guide and all amendments or additions thereto.

FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.

FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.

Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.

FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in which the related Closing Date occurs.

GAAP: Generally accepted accounting principles, consistently applied.

HUD: The United States Department of Housing and Urban Development or any successor thereto.

Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the interest rate thereon.

Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the Mortgage Interest Rate on the first Adjustment Date.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan.

Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

Loan Program Code: With respect to each Mortgage Loan, a code designating the loan program pursuant to which a Mortgage Loan was underwritten in accordance with the Company’s underwriting guidelines.

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price of the Mortgaged Property with respect to all other Mortgage Loans.

Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.

Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.

Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor under the related Mortgage Note.

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage Note.

Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.

Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.

Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.

Mortgage Loan Documents: The documents listed in Exhibit A.

Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.

Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the following information with respect to each Mortgage Loan in the related Mortgage Loan Package:

(1) the Company's Mortgage Loan identifying number;

(2) the Mortgagor's first and last name;

(3) the street address of the Mortgaged Property including the city, state and zip code;

(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;

(5) the type of residential property constituting the Mortgaged Property;

(6) the original months to maturity of the Mortgage Loan;

(7) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule;

(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;

(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage Note and the Lifetime Rate Cap;

(10) the Origination Date of the Mortgage Loan;

(11) the stated maturity date;

(12) the amount of the Monthly Payment at origination;

(13) the amount of the Monthly Payment as of the related Cut-off Date;

(14) the original principal amount of the Mortgage Loan;

(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date, after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;

(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);

(17) a code indicating the documentation style (i.e. full, alternative, etc.);

(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment has been received after the month of its scheduled due date (if requested in writing by the Purchaser);

(19) the date on which the first payment is or was due;

(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the related insurance carrier;

(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;

(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage Loan.

(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);

(24) credit score and/or mortgage score, if applicable;

(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;

(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;

(27) the Loan Program Code; and

(28) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.

With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set forth the following information, as of the related Cut-off Date:

(1) the number of Mortgage Loans;

(2) the current aggregate outstanding principal balance of the Mortgage Loans;

(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;

(4) the weighted average maturity of the Mortgage Loans; and

(5) the weighted average months to next Adjustment Date;

Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of real estate considered to be real estate under the laws of the state in which such real property is located which may include condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.

Mortgagor: The obligor on a Mortgage Note.

Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a proposed advance, would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.

OCC: Office of the Comptroller of the Currency, or any successor thereto.

Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is being given, reasonably acceptable to the Purchaser.

Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the terms of the Mortgage Loan Documents.

OTS: Office of Thrift Supervision, or any successor thereto.

Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.

Permitted Investments: Any one or more of the following obligations or securities:

(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America;

(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institu-tion or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) described in clause (ii)(a) above;

(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof that are rated in one of the two highest rating categories by each Rating Agency at the time of such in-vestment or contractual commitment providing for such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal amount of secur-ities issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate outstand-ing principal balances of all of the Mortgage Loans and Permitted Investments;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obliga-tions payable on demand or on a specified date not more than one year after the date of issuance there-of) which are rated in one of the two highest rating categories by each Rating Agency at the time of such investment;

(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency; and

(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States of America or any agency or instru-ment-al-ity of the United States of America the obligations of which are backed by the full faith and credit of the United States of America (which may include repurchase obligations secured by collateral described in clause (i)) and other securities and which money market funds are rated in one of the two highest rating categories by each Rating Agency.

provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments with respect to the ob-li-ga-tions underlying such instrument or if such security provides for payment of both principal and interest with a yield to matur-ity in excess of 120% of the yield to maturity at par or if such investment or security is purchased at a price greater than par.

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.

Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month’s interest at the applicable Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.

Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such Remittance Date occurs.

Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.

Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street Journal (Northeast Edition).

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Purchase Price: As defined in Section 2.02.

Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.

Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the related Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the regulations promulgated thereunder and the requirements of Xxxxxx Mae, all as in effect on the date the Mortgage Loan was originated.

Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the related Mortgaged Property is located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance provided, approved as an insurer by Xxxxxx Xxx or FHLMC.

Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities, if any.

Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.

REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.

REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through 860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business Day, the first Business Day immediately preceding such 18th day.

REO Disposition: The final sale by the Company of any REO Property.

REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.

REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.

Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.

SAIF: The Savings Association Insurance Fund, or any successor thereto.

Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.

Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request, provides documentation supporting such expense (which documentation would be acceptable to Xxxxxx Xxx), and provided further that any such enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms of this Agreement and (f) compliance with the obligations under Section 4.08.

Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Xxxxxx Mae Guide(s). Any fee payable to the Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from Liquidation Proceeds of the related REO Property.

Servicing Fee Rate: As set forth in the Term Sheet.

Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.

Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such list may from time to time be amended.

Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal or advances in lieu thereof.

Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any subservicer shall meet the qualifications set forth in Section 4.01.

Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.

Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered by the Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.

ARTICLE II

PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;

RECORD TITLE AND POSSESSION OF MORTGAGE FILES;

BOOKS AND RECORDS; CUSTODIAL AGREEMENT;

DELIVERY OF MORTGAGE LOAN DOCUMENTS

Section 2.01 Agreement to Purchase.

The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.

Section 2.02 Purchase Price.

The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date whether or not collected.

In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date by wire transfer of immediately available funds.

Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.

Section 2.03 Servicing of Mortgage Loans.

Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in this Agreement.

Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.

As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.

Section 2.05 Books and Records.

The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of Xxxxxx Xxx or FHLMC, as applicable, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Xxxxxx Mae or FHLMC, and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche.

The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.

In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser, including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to Company and without cost to Company or such supervisory agents or examiners, to any documentation regarding the Mortgage Loans that may be required by any applicable regulator.

Section 2.06. Transfer of Mortgage Loans.

The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

Section 2.07 Delivery of Mortgage Loan Documents.

The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 120 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.

The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for recording the assignments of mortgage.

Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee within ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.

Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's obligations hereunder.

If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification of such defect to the Company which may be given in the exception report or the certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage Loan in accordance with Section 3.03.

The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within sixty (60) days of its submission for recordation.

From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee. Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser. Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage, or misplacement of any documentation delivered to Company pursuant to this paragraph.

Section 2.08 Quality Control Procedures.

The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults

In the event any Principal Prepayment is made by a Mortgagor on or prior to three months after the related Closing Date], the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal Prepayment. Such remittance shall be made by the Company to Purchaser no later than the third Business Day following receipt of such Principal Prepayment by the Company.

In the event either of the first three (3) scheduled Monthly Payments which are due under any Mortgage Loan after the related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days after notice to the Company by Purchaser (and at Purchaser’s sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.

Section 2.10 Modification of Obligations.

Purchaser may, without any notice to Company, extend, compromise, renew, release, change, modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to such Mortgage Loan, except to the extent Purchaser’s extension, compromise, release, change, modification, adjustment, or alteration affects Company’s ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

Section 3.01 Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date specifically provided herein:

(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;

(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in accordance with their terms;

(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.

(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company’s knowledge, threatened, or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Company.

(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;

(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents, and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company, on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company, and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note;

(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;

(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes;

(j) Company is an approved seller/servicer of residential mortgage loans for Xxxxxx Mae, FHLMC and HUD, with such facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified, licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or which would require notification to either Xxxxxx Mae or FHLMC;

(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Company's creditors;

(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading in any material respect;

(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair consideration for the Mortgage Loans under current market conditions.

(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years. All such financial information fairly presents the pertinent results of operations and financial position for the period identified and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under this Agreement;

(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans;

Section 3.02 Representations and Warranties as to Individual Mortgage Loans.

References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:

(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and correct in all material respects as of the related Cut-Off Date;

(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors;

(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date(or later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in the month such payment was due;

(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable;

(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related policies;

(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency proceeding;

(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Xxxxxx Xxx or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force and effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Xxxxxx Mae or FHLMC requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;

(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loan have been complied with in all material respects. None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and Equity Protection Act of 1994, as amended or (b) classified and/or defined as a “high cost”, "covered", or “predatory” loan under any other state, federal or local law or regulation or ordinance, including, but not limited to, the States of Georgia and North Carolina and the City of New York. The Company maintains, and shall maintain, evidence of such compliance as required by applicable law or regulation and shall make such evidence available for inspection at the Company's office during normal business hours upon reasonable advance notice;

(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;

(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to in the lender’s title insurance policy delivered to the originator or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein, and the Company has the full right to sell and assign the same to the Purchaser;

(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy, insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms acceptable to Xxxxxx Xxx and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;

(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the Purchaser’s designee in trust only for the purpose of servicing and supervising the servicing of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;

(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy or insurance acceptable to Xxxxxx Xxx or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to Xxxxxx Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration;

(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage;

(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply with all applicable zoning and subdivision laws and ordinances;

(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company’s underwriting guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to commence at a future date;

(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;

(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale or attempted sale after default by the Mortgagor;

(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Xxxxxx Xxx or FHLMC and Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Xxxxxx Mae or FHLMC;

(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state, or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such state;

(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral does not serve as security for any other obligation;

(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with respect to the making of such mortgage loans;

(y) The Mortgage Loan does not contain balloon or "graduated payment" features; No Mortgage Loan is subject to a buydown agreement or contains any buydown provision;

(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;

(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are “interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With respect to each adjustable rate Mortgage Loan, each Xxxx-xxxx Note requires a monthly payment which is suffi-cient (a) during the period prior to the first adjust-ment to the Mortgage Interest Rate, to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and (b) during the period following each Adjust-ment Date, to fully amortize the outstanding principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage Interest Rate changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the remaining life of the Mortgage Loan. No Mortgage Loan contains terms or provi-sions which would result in negative amortization. None of the Mortgage Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of the Mortgage Loans are considered agricultural loans;

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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are subject to “lender-paid” mortgage insurance;

(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however, that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a mobile home. Any condominium unit or planned unit development conforms with the Company’s underwriting guidelines. As of the date of origination, no portion of any Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any Mortgaged Property has been, or currently is, used for commercial purposes;

(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date, over an original term of not more than thirty years from commencement of amortization;

(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities;

(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;

(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or exchange of a Mortgaged Property;

(pp) The Mortgagor for each Mortgage Loan is a natural person;

(qq) None of the Mortgage Loans are Co-op Loans;

(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty, such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan;

(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified Mortgage Loan will be viewed as having been originated on the date of the modification;

(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority;

(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;

(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and

(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date, delivered to the Purchaser or its designee, or its assignee.

Section 3.03 Repurchase; Substitution.

It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to Purchaser in the amount of the Repurchase Price.

If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s sole option, within ninety (90) days from the related Closing Date, remove such defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date

The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.

For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in the month following the calendar month during which the substitution occurred.

It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and 11.01.

Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.

In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection 3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

Section 3.04 Representations and Warranties of the Purchaser.

The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date specifically provided herein:

(a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under applicable law to effect such qualification or license;

(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and the related Term Sheet;

(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser’s charter or by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject;

(d) There is no litigation pending or to the best of the Purchaser’s knowledge, threatened with respect to the Purchaser which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser;

(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term Sheet except for consents, approvals, authorizations and orders which have been obtained;

(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary course of business of the Purchaser;

(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and accounting purposes; and

(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every of its covenants contained in this Agreement and the related Term Sheet.

The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies of the Seller respecting a breach of the foregoing representations and warranties.

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01 Company to Act as Servicer.

The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Xxxxxx Xxx Guides (special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Xxxxxx Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser and the Company.

Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.

Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer, the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.

Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (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)(either such event, an “Adverse REMIC Event”), and the Company shall not take any such actions as to which it has been advised that an Adverse REMIC Event could occur.

The Company shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a REMIC 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.

In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for consent for such matter from Company as servicer.

The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and in either case shall be a FHLMC or Xxxxxx Xxx approved mortgage servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Mae or for seller/servicers imposed by Xxxxxx Xxx or FHLMC, or which would require notification to Xxxxxx Mae or FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall notify Purchaser promptly in writing upon the appointment of any Subservicer.

At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser.

Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the Purchaser 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 Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.

Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

Section 4.02 Collection of Mortgage Loan Payments.

Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty provisions provided in the Mortgage Loan Documents.

Section 4.03 Realization Upon Defaulted Mortgage

The Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of Purchaser, 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 pursuant to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety (90) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent payments, subject to state and federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Company shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall notify the Purchaser in writing of the commencement of foreclosure proceedings and not less than 5 days prior to the acceptance or rejection of any offer of reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.

Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination takes effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage Loan to the Purchaser or its designee.

In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax withholding and reporting related to Sections 1445 and 6050J of the Code.

Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.

The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall be an Eligible Account. Funds shall be deposited in the Custodial Account within 24 hours of receipt, and shall at all times be insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.

The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

(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 adjusted to the Mortgage Loan Remittance Rate;

(iii) all Liquidation Proceeds;

(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;

(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;

(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with Accepted Servicing Practices, the loan documents or applicable law;

(vii) any Monthly Advances;

(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the Company’s aggregate Servicing Fee received with respect to the related Prepayment Period;

(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible clause in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor; and

(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.

The foregoing requirements for deposit in the Custodial 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 and assumption fees, to the extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Custodial Account.

Section 4.05 Permitted Withdrawals From the Custodial Account.

The Company may, from time to time, withdraw from the Custodial Account for the following purposes:

(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;

(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement, the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;

(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant provisions of the Xxxxxx Xxx Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation of the REO Property;

(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest with respect to a particular Mortgage Loan;

(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts received thereon and not distributed as of the date on which the related repurchase price is determined,

(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;

(vii) to remove funds inadvertently placed in the Custodial Account by the Company;

(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and

(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).

Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.

The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.

The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:

(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement;

(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and

(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.

The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.

Section 4.07 Permitted Withdrawals From Escrow Account.

Withdrawals from the Escrow Account may be made by Company only:

(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;

(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;

(iii) to refund to the Mortgagor any funds as may be determined to be overages;

(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;

(v) for application to restoration or repair of the Mortgaged Property;

(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account;

(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor; and

(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.

Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder.

With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such payments.

The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of Purchaser, or as required by applicable law or regulation. The Company will not cancel or refuse to renew any Primary Mortgage Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.

In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.

Section 4.09 Transfer of Accounts.

The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time. Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably withheld.

Section 4.10 Maintenance of Hazard Insurance.

The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is acceptable to Xxxxxx Xxx or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in effect with an insurance carrier acceptable to Xxxxxx Mae or FHLMC, in an amount representing coverage not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant to the Xxxxxx Xxx Guides that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company shall immediately force place the required flood insurance on the Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this Agreement, the Xxxxxx Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.

Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.

In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified Insurer insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser.

Section 4.12 Fidelity Bond, Errors and Omissions Insurance.

The Company 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 Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the Company 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 without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company 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 Xxxxxx Xxx in the Xxxxxx Mae Guides. Upon request by the Purchaser, the Company shall deliver to the Purchaser 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 (30) days' prior written notice to the Purchaser. The Company shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or upon renewal or material modification of coverage.

Section 4.13 Title, Management and Disposition of REO Property.

In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

The Company shall notify the Purchaser in accordance with the Xxxxxx Xxx Guides of each acquisition of REO Property upon such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative services to the Purchaser relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.

The Company shall, either itself or through an agent selected by the Company, and in accordance with the Xxxxxx Mae Guides manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Company to the Purchaser.

The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances shall be in accordance with the Xxxxxx Xxx Guides. The disposition of REO Property shall be carried out by the Company at such price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above conditions) only with the prior written consent of the Purchaser. Company shall provide monthly reports to Purchaser in reference to the status of the marketing of the REO Properties.

Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such REO Property to the Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment Insurance Policy claims. In addition, within five Business Days, the Company shall provide the Purchaser with the following information and documents regarding the subject REO Property: the related trustee’s deed upon sale and copies of any related hazard insurance claims, or repair bids.

Section 4.14 Notification of Maturity Date.

With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under applicable law.

ARTICLE V

PAYMENTS TO THE PURCHASER

Section 5.01 Distributions.

On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i) all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the Company’s obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and (iv) above.

With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3) percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report detailing all amounts being remitted pursuant to this Section 5.01.

Section 5.02 Statements to the Purchaser.

The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the following:

(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);

(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;

(iii) the amount of servicing compensation received by the Company during the prior distribution period;

(iv) the aggregate Stated Principal Balance of the Mortgage Loans;

(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;

(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and

The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E hereto, with each such Report.

The Company shall prepare and file any and all information statements or other filings required to be delivered to any governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.

In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of such year.

Section 5.03 Monthly Advances by the Company.

Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date.

The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company shall deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.

Section 5.04 Liquidation Reports.

Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such information as Purchaser may reasonably require.

Section 5.05 Prepayment Interest Shortfalls.

Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related Prepayment Period, the Company shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with respect to such Prepayment Period, which in the aggregate shall not exceed the Company’s aggregate Servicing Fee received with respect to the related Due Period.

ARTICLE VI

GENERAL SERVICING PROCEDURES

Section 6.01 Assumption Agreements.

The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of the Purchaser, will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.

In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan. The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or substitution of liability agreement shall belong to the Company.

Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.

Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.

In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.

Section 6.03 Servicing Compensation.

As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.

Section 6.04 Annual Statement as to Compliance.

The Company will deliver to the Purchaser not later than 90 days following the end of each fiscal year of the Company beginning in March 2004, an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status of cure provisions thereof. Copies of such statement shall be provided by the Company to the Purchaser upon request.

Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.

Within ninety (90) days of Company's fiscal year end beginning in March 2004, the Company at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to the Purchaser. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.

Section 6.06 Purchaser's Right to Examine Company Records.

The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or observance by the Company of the terms, covenants or conditions of this Agreement.

The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.

ARTICLE VII

REPORTS TO BE PREPARED BY SERVICER

Section 7.01 Company Shall Provide Information as Reasonably Required.

The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports, information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of the statements specified above.

The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company’s servicing facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

ARTICLE VIII

THE SERVICER

Section 8.01 Indemnification; Third Party Claims.

The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this Agreement.

Section 8.02 Merger or Consolidation of the Company.

The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its incorporation except as permitted herein, 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, or any of the Mortgage Loans and to perform its duties under this Agreement.

Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of first lien mortgage loans, and (iii) who is a Xxxxxx Xxx or FHLMC approved seller/servicer in good standing.

Section 8.03 Limitation on Liability of the Company and Others.

Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed therefor from the Purchaser upon written demand.

Section 8.04 Company Not to Assign or Resign.

The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in Section 11.01.

Section 8.05 No Transfer of Servicing.

With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.

Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

ARTICLE IX

DEFAULT

Section 9.01 Events of Default.

In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:

(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of one (1) Business Day; or

(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or

(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or

(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to all or substantially all of its property; or

(vi) Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or servicer for more than thirty days; or

(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or

(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to perform its obligations hereunder; or

(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.

Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case, automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.

Section 9.02 Waiver of Defaults.

The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been 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 in writing.

ARTICLE X

TERMINATION

Section 10.01 Termination.

The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination with cause under the terms of this Agreement.

Section 10.02 Termination Without Cause.

The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than 90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05 of this Agreement.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Successor to the Company.

Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or the termination of this Agreement.

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any claims that the Purchaser may have against the Company arising prior to any such termination or resignation.

The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of the successor servicer.

Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.

Section 11.02 Amendment.

This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company and the Purchaser.

Section 11.03 Recordation of Agreement.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage Loans.

Section 11.04 Governing Law.

This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 11.05 Notices.

Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing, as follows:

(i) if to the Company:

GreenPoint Mortgage Funding, Inc.

000 Xxxx Xxxxxx Xxxxx

Xxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxx Xxxxx

Telecopier No: (000) 000-0000

(ii) if to the Purchaser:

EMC Mortgage Corporation

Mac Xxxxxx Xxxxx XX,

000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000

Xxxxxx, Xxxxx 00000

Attention: Xx. Xxxxxx Xxxxx

Telecopier No.: (000) 000-0000

With a copy to:

Bear Xxxxxxx Mortgage Capital Corporation

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxx Xxxxxxxx

or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

Section 11.06 Severability of Provisions.

Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

Section 11.07 Exhibits.

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 11.08 General Interpretive Principles.

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and

(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 11.09 Reproduction of Documents.

This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

Section 11.10 Confidentiality of Information.

Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement, provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such information in order to effectuate the transaction, provided further that such information is identified as confidential non-public information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser, provided such information is identified as confidential non-public information.

Notwithstanding other provisions of this Section 16.14 or any other express or implied agreement, arrangement, or understanding to the contrary, the Company and Purchaser (the “Parties”) agree that the Parties (and their employees, representatives and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this letter agreement (“tax treatment”) and any fact that may be relevant to understanding the tax treatment (“tax structure”) and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with securities laws.

Section 11.11 Recordation of Assignments of Mortgage.

To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at the Company’s expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.

Section 11.12 Assignment.

The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.

Section 11.13 No Partnership.

Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.

Section 11.14 Execution: Successors and Assigns.

This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successors and assigns.

Section 11.15 Entire Agreement.

The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided, however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.

Section 11.16. No Solicitation.

From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.

Section 11.17. Closing.

The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.

The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions:

(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet;

(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement;

(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;

(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and

(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been materially complied with.

Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Company.

Section 11.18. Cooperation of Company with a Reconstitution.

The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:

(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or

(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a "Pass-Through Transfer").

The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater obligations on the part of Company than are contained in this Agreement.

With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date"); and (4) to provide customary indemnification to the Purchaser and/or its affiliates for any losses, claims, damages, and liabilities arising out of or based upon information the Company provided or caused to be provided in connection with a Pass-Through Transfer. In that connection, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio information) and appropriate verification of information (including servicing portfolio information) which may be reasonably available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser shall be responsible for the costs relating to the delivery of such information.

All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet shall remain in full force and effect.

Section 11.19. Reporting with Respect to a Reconstitution.

The Company agrees that with respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in Section 11.18 of this Agreement (a “Reconstituted Mortgage Loan”), the Company, at its expense, shall provide the Purchaser with the information set forth in Exhibit J attached hereto for each Reconstituted Mortgage Loan in such electronic format as may be mutually agreed upon by both Purchaser and Company.

IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

EMC MORTGAGE CORPORATION Purchaser

By:
Name:
Title:


GREENPOINT MORTGAGE FUNDING, INC. Company

By:
Name:
Title:

EXHIBIT A

CONTENTS OF MORTGAGE FILE

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.

1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser acceptability.

2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.

4. The original Assignment, from the Company to _____________________________________, or in accordance with Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket assignments of mortgage.

5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.

6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy, certified by the Company.

9. reserved.

10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms required by law.

11. Residential loan application.

12. Uniform underwriter and transmittal summary (Xxxxxx Xxx Form 1008) or reasonable equivalent.

13. Credit report on the mortgagor.

14. Business credit report, if applicable.

15. Residential appraisal report and attachments thereto.

16. The original of any guarantee executed in connection with the Mortgage Note.

17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program, all in accordance with Company's underwriting guidelines.

18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting guidelines.

19. Photograph of the Mortgaged Property (may be part of appraisal).

20. Survey of the Mortgaged Property, if any.

21. Sales contract, if applicable.

22. If available, termite report, structural engineer’s report, water portability and septic certification.

23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.

24. Name affidavit, if applicable.

Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans indicating that the documents were delivered for recording.

EXHIBIT B

CUSTODIAL ACCOUNT LETTER AGREEMENT

______________, 2003

To: [_______________________]

(the "Depository")

As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of [_____________________] 1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us.

[__________________________]

By:
Name:
Title:

The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as defined in the Agreement.

[__________________________]

By:
Name:
Title:

EXHIBIT C

ESCROW ACCOUNT LETTER AGREEMENT

_____________, 2003

To: [_______________________]

(the "Depository")

As “Company” under the Purchase Warranties and Servicing Agreement, dated as of [____________________]1, 200[_] (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you in duplicate. Please execute and return one original to us.

[__________________________]

By:
Name:
Title:

The undersigned, as "Depository", hereby certifies that the above described account has been established under Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as defined in the Agreement.

[__________________________]

By:
Name:
Title:

EXHIBIT D

FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This is a Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the “Assignor”), ___________________ (the “Assignee”), and _______________________ (the “Company”).

In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the “Assigned Loans”) listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor and Company (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

Purchase, Assignment and Assumption

1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase Agreement.

2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the “Funding Amount” as set forth in that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.

Representations, Warranties and Covenants

3. Assignor warrants and represents to Assignee and Company as of the date hereof:

(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignee’s interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement;

(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;

(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d) Assignee agrees to be bound as “Purchaser” by all of the terms, covenants and conditions of the Purchase Agreement with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and Company all of Assignor's obligations as “Purchaser” thereunder but solely with respect to such Assigned Loans.

5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:

(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;

(c)	Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement, and to consum

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BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor EMC MORTGAGE CORPORATION Seller, Master Servicer and Company and WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1, 2007 BEAR STEARNS ASSET BACKED...

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