ARTICLE I DEFINITIONS ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
EXHIBIT 10.1
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
CITIBANK, N.A.,
TRUSTEE
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
FEDERAL NATIONAL MORTGAGE ASSOCIATION
GUARANTOR (WITH RESPECT TO THE CLASS II-A-1 CERTIFICATES)
and
EMC MORTGAGE CORPORATION
SPONSOR AND COMPANY
________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2007
________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates
Series 2007-3
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................57
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................59
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement and Subsequent Mortgage
Loan Purchase Agreements..................................................................62
Section 2.04. Substitution of Mortgage Loans............................................................63
Section 2.05. Issuance of Certificates..................................................................65
Section 2.06. Representations and Warranties Concerning the Depositor...................................66
Section 2.07. Conveyance of Subsequent Mortgage Loans...................................................67
Section 2.08. Purposes and Powers of the Trust..........................................................70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer...........................................................................71
Section 3.02. REMIC-Related Covenants...................................................................72
Section 3.03. Monitoring of Servicers...................................................................72
Section 3.04. Fidelity Bond.............................................................................74
Section 3.05. Power to Act; Procedures..................................................................74
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................75
Section 3.07. Release of Mortgage Files.................................................................75
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee......76
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................77
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................77
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................78
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents..................78
Section 3.13. Realization Upon Defaulted Mortgage Loans.................................................79
Section 3.14. Compensation for the Master Servicer......................................................79
Section 3.15. REO Property..............................................................................79
Section 3.16. Annual Statement as to Compliance.........................................................80
Section 3.17. Assessments of Compliance and Attestation Reports.........................................80
Section 3.18. Reports Filed with Securities and Exchange Commission.....................................82
Section 3.19. The Company...............................................................................92
Section 3.20. UCC.......................................................................................92
Section 3.21. Optional Purchase of Defaulted Mortgage Loans.............................................92
Section 3.22. Agreement to Appoint a Special Servicer...................................................93
Section 3.23. Intention of the Parties and Interpretation...............................................94
Section 3.24. Monitoring of Amendments, Modifications and Waivers of the Mortgage Loans.................95
Section 3.25. Books and Records of the Master Servicer..................................................95
Section 3.26. Lender-Paid PMI Policy....................................................................95
ARTICLE IV
ACCOUNTS
Section 4.01. Protected Accounts........................................................................97
Section 4.02. [Reserved]................................................................................98
Section 4.03. [Reserved]................................................................................98
Section 4.04. Distribution Account......................................................................99
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account........................101
Section 4.06. Reserve Fund.............................................................................103
(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 2007-3 REMIC......................................................................103
Section 4.07. Class XP Reserve Account.................................................................104
Section 4.08. Posted Collateral Account................................................................104
Section 4.09. Pre-Funding Account and Pre-Funding Reserve Account......................................104
Section 4.10 Interest Coverage Account................................................................106
ARTICLE V
CERTIFICATES
Section 5.01. Certificates.............................................................................108
Section 5.02. Registration of Transfer and Exchange of Certificates....................................115
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................118
Section 5.04. Persons Deemed Owners....................................................................118
Section 5.05. Transfer Restrictions on Residual Certificates...........................................119
Section 5.06. Restrictions on Transferability of Certificates..........................................120
Section 5.07. ERISA Restrictions.......................................................................120
Section 5.08. Rule 144A Information....................................................................121
Section 5.09. The Guaranty.............................................................................121
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01. Distributions on the Certificates........................................................123
Section 6.02. Allocation of Losses and Subsequent Recoveries on the Certificates.......................128
Section 6.03. Payments.................................................................................128
Section 6.04. Statements to Certificateholders.........................................................129
Section 6.05. Monthly Advances.........................................................................132
Section 6.06. Compensating Interest Payments...........................................................133
Section 6.07. Distributions on REMIC Regular Interests.................................................133
ARTICLE VII
THE MASTER SERVICER
Section 7.01. Liabilities of the Master Servicer.......................................................135
Section 7.02. Merger or Consolidation of the Master Servicer...........................................135
Section 7.03. Indemnification by the Master Servicer and the Trust Fund................................135
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................136
Section 7.05. Master Servicer Not to Resign............................................................137
Section 7.06. Successor Master Servicer................................................................137
Section 7.07. Sale and Assignment of Master Servicing..................................................137
ARTICLE VIII
DEFAULT
Section 8.01. Events of Default........................................................................139
Section 8.02. Successor to Act; Appointment of Successor...............................................141
Section 8.03. Notification to Certificateholders.......................................................142
Section 8.04. Waiver of Defaults.......................................................................142
Section 8.05. List of Certificateholders...............................................................143
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01. Duties of Trustee and Securities Administrator...........................................144
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator...................146
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans.......147
Section 9.04. Trustee and Securities Administrator May Own Certificates................................148
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses...............................148
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator........................148
Section 9.07. Insurance................................................................................149
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator......................149
Section 9.09. Successor Trustee and Successor Securities Administrator.................................150
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator...........................151
Section 9.11. Appointment of Co-Trustee or Separate Trustee............................................151
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC Administration......152
ARTICLE X
TERMINATION
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the Mortgage Loans..156
Section 10.02. Additional Termination Requirements......................................................158
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Intent of Parties........................................................................160
Section 11.02. Amendment................................................................................160
Section 11.03. Recordation of Agreement.................................................................161
Section 11.04. Limitation on Rights of Certificateholders...............................................161
Section 11.05. Acts of Certificateholders...............................................................162
Section 11.06. Governing Law............................................................................163
Section 11.07. Notices..................................................................................163
Section 11.08. Severability of Provisions...............................................................164
Section 11.09. Successors and Assigns...................................................................164
Section 11.10. Article and Section Headings.............................................................164
Section 11.11. Counterparts.............................................................................164
Section 11.12. Notice to Rating Agencies and the Guarantor..............................................164
EXHIBITS
Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class M Certificates
Exhibit A-3 - Form of Class B-1, I-B-2 and I-B-3 Certificates
Exhibit A-4 - Form of Class B-4 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class XP Certificates
Exhibit A-8 - Form of Class II-A-1 Certificates
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D-1 - Request for Release of Documents (Treasury Bank)
Exhibit D-2 - Request for Release of Documents (Xxxxx Fargo)
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G-1 - Form of Treasury Bank Custodial Agreement
Exhibit G-2 - Form of Xxxxx Fargo Bank Custodial Agreement
Exhibit H-1 - EMC Servicing Agreement
Exhibit H-2 - HSBC Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - Form of Subsequent Mortgage Loan Purchase Agreement
Exhibit L - Form of Securities Administrator Back-Up Certification
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information
Exhibit S - Form of Subsequent Transfer Instrument
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of April 1, 2007, among Structured Asset Mortgage Investments II Inc., a Delaware
corporation, as depositor (the "Depositor"), Citibank, N.A., a banking association organized under the laws of the United States, not
in its individual capacity but solely as trustee (the "Trustee"), Federal National Mortgage Association, as guarantor of the Class
II-A-1 Certificates (the "Guarantor"), Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the "Master
Servicer") and as securities administrator (in such capacity, the "Securities Administrator"), and EMC Mortgage Corporation, as
sponsor (in such capacity, the "Sponsor") and as company (in such capacity, the "Company").
PRELIMINARY STATEMENT
On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent Transfer Loans, the Depositor
acquired the Mortgage Loans or the Subsequent Mortgage Loans as the case may be, from the Sponsor. On the Closing Date, the
Depositor will sell the Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor
Certificates evidencing the entire beneficial ownership interest in the Trust Fund.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC I to be
treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated "regular
interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC II to be
treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated "regular
interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC III to be
treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated "regular
interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets constituting REMIC IV to be
treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular Interest will be designated the
"regular interest" in such REMIC.
The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I, REMIC II and REMIC III. The
Class R-X Certificates will evidence ownership of the "residual interest" in REMIC IV.
Loan Group I will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due
on or before the Cut-off Date, of $504,262,776.66. Loan Group II will have an Outstanding Principal Balance as of the Cut-off Date,
after deducting all Scheduled Principal due on or before the Cut-off Date, of $414,807,444.92.
In consideration of the mutual agreements herein contained, the Depositor, the Guarantor, the Master Servicer, the
Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly provided or unless the context
otherwise requires, shall have the meanings specified in this Article.
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 in its capacity as successor
Master Servicer or the Master Servicer (except in its capacity as successor to a Servicer).
Account: The Distribution Account, the Interest Coverage Account, the Pre-funding Account, the Pre-funding Reserve Account,
the Protected Account, the Reserve Fund, the Posted Collateral Account or the Class XP Reserve Account, as the context may require.
Additional Disclosure: As defined in Section 3.18(a)(iv).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iii).
Affiliate: As to any Person, any other Person controlling, controlled by or under common control with such Person.
"Control" means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise. "Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee
may conclusively presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee has actual
knowledge to the contrary.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the case of S&P or Aaa in the
case of Moody's (or with respect to investments in money market funds, a credit rating of "AAAm" or "AAAm-G" in the case of S&P and
the highest rating given by Moody's for money market funds in the case of Moody's). For any short-term deposit or security, or a
rating of A-l+ in the case of S&P or Prime-1 in the case of Moody's.
Applicable State Law: For purposes of Section 9.12(e), the Applicable State Law shall be (a) the law of the State of New
York and (b) such other state law whose applicability shall have been brought to the attention of the Securities Administrator and
the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it
by the Master Servicer or the Depositor, or (ii) written notice from the appropriate taxing authority as to the applicability of such
state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Principal Certificates, the sum of the
Realized Losses with respect to the Mortgage Loans, which are to be applied in reduction of the Certificate Principal Balance of such
Class of Principal Certificates pursuant to this Agreement in an amount equal to the amount, if any, by which, (i) the aggregate
Certificate Principal Balance of all of the Principal Certificates (after all distributions of principal on such Distribution Date)
exceeds (ii) the aggregate Stated Principal Balance of the related Mortgage Loans for such Distribution Date. The Applied Realized
Loss Amount shall be allocated first to the Class B-4 Certificates, the Class B-3 Certificates, the Class B-2 Certificates, the Class
B-1 Certificates, the Class M-2 Certificates and the Class M-1 Certificates, in that order (so long as their respective Certificate
Principal Balances have not been reduced to zero), and thereafter the Applied Realized Loss Amount with respect to Loan Group I shall
be allocated first to the Class I-A-2 Certificates and then to the Class I-A-1 Certificates and with respect to Loan Group II, shall
be allocated to the Class II-A-1 Certificates, in each case until the Certificate Principal Balance of each such Class has been
reduced to zero.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth as the appraised value of such
Mortgaged Property in an appraisal made for the mortgage originator in connection with its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment Agreements: The agreements attached hereto as Exhibit I, whereby the Servicing Agreements (as defined therein),
if applicable, were assigned to the Trustee for the benefit of the Certificateholders.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Back-Up Certification: As defined in Section 3.18(a)(iii).
Bankruptcy Code: The United States Bankruptcy Code, as amended, as codified in 11 U.S.C. §§ 101-1330.
Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction related to such
Mortgage Loan as reported by the Servicer to the Master Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and each Class of Principal Certificates for which the
Pass-Through Rate is based upon 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 applicable Pass-Though Rate been calculated at a per annum rate
equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the amount of Current Interest on such
Class of Offered Certificates calculated using a Pass-Though Rate equal to the related Net Rate Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and each Class of Principal Certificates,
the sum of the Basis Risk Shortfall for such Distribution Date and the Basis Risk Shortfall for all previous Distribution Dates not
previously paid, together with interest thereon at a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and
(ii) 11.50% per annum, for such Distribution Date.
Book-Entry Certificates: Initially, the Principal Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock Exchange or Federal
Reserve is closed or on which banking institutions in any jurisdiction in which the Trustee, the Guarantor, the Master Servicer, the
related Custodian, any Servicer or the Securities Administrator are authorized or obligated by law or executive order to be closed.
Cap Contract: With respect to any of the Class I-A-1, Class I-A-2, Class II-A-1, Class M-1, Class M-2, Class B-1, Class B-2,
Class B-3 or Class B-4 Certificates, the respective cap contracts, dated as of April 30, 2007, between the Trustee, on behalf of the
Trust for the benefit of the Class I-A-1, Class I-A-2, Class II-A-1, Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 or Class
B-4 Certificateholders, as the case may be, and the Counterparty, together with any scheduling, confirmations or other agreements
related thereto, attached hereto as Exhibit N.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the amounts received from such Cap
Contract, if any, on such Distribution Date.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest in the Trust Fund signed and
countersigned by the Securities Administrator in substantially the forms annexed hereto as Exhibits X-0, X-0, X-0, X-0, X-0-0, X-0-0,
X-0, A-7 and A-8 with the blanks therein appropriately completed.
Certificates: The Senior Certificates, the Subordinate Certificates and the Residual Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the name of the Depository or its
nominee.
Certificate Principal Balance: With respect to any Principal Certificate as of any Distribution Date, the initial principal
amount of such Certificate plus, any Subsequent Recoveries added to the Certificate Principal Balance of such Certificates pursuant
to Section 6.03 or Section 6.04 hereof, and reduced by (i) all amounts distributed on previous Distribution Dates on such Certificate
with respect to principal and (ii) any Applied Realized Loss Amounts allocated to such Class on previous Distribution Dates. With
respect to any Class of Certificates, the Certificate Principal Balance thereof will equal the sum of the Certificate Principal
Balances of all Certificates in such Class. The initial Certificate Principal Balance (if any) for each Class of Certificates is set
forth in Section 5.01(c)(iii) and (iv).
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iii).
Certifying Person: As defined in Section 3.18(a)(iii).
Class: With respect to the Certificates, any of Class I-A-1, Class I-A-2, Class II-A-1, Class M-1, Class M-2, Class R,
Class R-X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-IO and Class XP Certificates.
Class A Certificates: The Class I-A Certificates and Class II-A-1 Certificates.
Class A Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (ii) the excess of (a) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the product of (1) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (2) the sum of (x) 14.20% and (y) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-A Certificates: The Class I-A-1 Certificates and Class I-A-2 Certificates.
Class I-A Principal Distribution Amount: With respect to any applicable Distribution Date, an amount equal to the lesser of
(i) the Class I-A Principal Distribution Percentage multiplied by the Class A Principal Distribution Amount and (ii) the Certificate
Principal Balance of the Class I-A Certificates.
Class I-A Principal Distribution Percentage: With respect to any applicable Distribution Date, a percentage equal to the
Principal Funds allocable to Loan Group I divided by the aggregate Principal Funds.
Class II-A-1 Principal Distribution Amount: With respect to any applicable Distribution Date, an amount equal to the lesser
of (i) the Class II-A-1 Principal Distribution Percentage multiplied by the Class A Principal Distribution Amount and (ii) the
Certificate Principal Balance of the Class II-A-1 Certificates.
Class II-A-1 Principal Distribution Percentage: With respect to any applicable Distribution Date, a percentage equal to the
Principal Funds allocable to Loan Group II divided by the aggregate Principal Funds.
Class B Certificates: The Class B-1, the Class B-2, the Class B-3 and the Class B-4 Certificates.
Class B-IO Advances: As defined in Section 6.01(b).
Class B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for the Class B-IO Certificates
for such Distribution Date (which shall be deemed distributable with respect to the REMIC III Regular Interest B-IO-I); provided,
however, that on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Principal Certificates
has been reduced to zero, the Class B-IO Distribution Amount shall include the Overcollateralization Amount (which shall be deemed
distributable, first, with respect to the REMIC III Regular Interest B-IO-I in respect of accrued and unpaid interest thereon until
such accrued and unpaid interest shall have been reduced to zero and, thereafter, with respect to the REMIC III Regular Interest
B-IO-P in respect of the principal balance thereof).
Class B-IO Pass-Through Rate: With respect to the Class B-IO Certificates and any Distribution Date or the REMIC III
Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (1) through (8) below, and the denominator of which is the aggregate principal balance of the
REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the Class B-IO Certificates, the numerator is
equal to the sum of the following components:
1. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT1;
2. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2;
3. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4.
4. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LTY-I-1 minus the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LTY-I-1;
5. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT5;
6. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT6;
7. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT8; and
8. the Uncertificated Pass-Through Rate for REMIC II Regular Interest LTY-I-2 minus the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LTY-I-2.
Class B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (ii) the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount
and the Class II-A-1 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) and (4) the product of (x) the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date and (y) the sum of 3.10% and the Current Specified Overcollateralization Percentage for such
Distribution Date.
Class B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (ii) the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount
and the Class II-A-1 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 B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), and (5) the product of (x) the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (y) the sum of 2.10% and the Current
Specified Overcollateralization Percentage for such Distribution Date.
Class B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date over (ii) the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount
and the Class II-A-1 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 B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (5) 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 (6) the product of (x) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date and (y) the sum of 1.10% and the Current Specified Overcollateralization Percentage for such Distribution Date.
Class B-4 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date over (ii) the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount
and the Class II-A-1 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 B-1 Certificates (after taking
into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (5) 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), (6) 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 (7) the product of (x) the aggregate Stated Principal Balance
of the Mortgage Loans for such Distribution Date and (y) the Current Specified Overcollateralization Percentage for such Distribution
Date.
Class Factor: With respect to each Certificate, as determined by the Securities Administrator following distributions on any
Distribution Date, an amount equal to the Certificate Principal Balance of such Certificate as of such Distribution Date divided by
the Certificate Principal Balance of such Certificate on the Closing Date.
Class M Certificates: The Class M-1 Certificates and the Class M-2 Certificates.
Class M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (ii) the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount
and the Class II-A-1 Principal Distribution Amount on such Distribution Date) and (2) the product of (x) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (y) the sum of (I) 8.70% and (II) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the excess, if any, of (i) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (ii) the excess of (a)
the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount
and the Class II-A-1 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) and (3)
the product of (x) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (y) the sum of (I)
4.80% and (II) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class R Certificate: Any of the Class R Certificates substantially in the form annexed hereto as Exhibit A-5-1 and
evidencing ownership of interests designated as "residual interests" in REMIC I, REMIC II and REMIC III for purposes of the REMIC
Provisions. Component I of the Class R Certificates is designated as the sole class of "residual interest" in REMIC I, Component II
of the Class R Certificates is designated as the sole class of "residual interest" in REMIC II and Component III of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC III.
Class R-X Certificates: Any of the Class R-X Certificates substantially in the form annexed hereto as Exhibit A-5-2 and
evidencing ownership of the "residual interest" in REMIC IV for purposes of the REMIC Provisions.
Class XP Reserve Account: The account established and maintained by the Securities Administrator pursuant to Section 4.07
hereof.
Closing Date: April 30, 2007.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.06.
Corporate Trust Office: The designated office of the Trustee or Securities Administrator, as applicable, where at any
particular time its respective corporate trust business with respect to this Agreement shall be administered. The Corporate Trust
Office of the Trustee at the date of the execution of this Agreement is located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Structured Finance Agency & Trust BSALTA 2007-3. The Corporate Trust Office of the Securities Administrator
at the date of the execution of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate
Trust Group, BSALTA 2007-3. For the purpose of registration and transfer and exchange only, the Corporate Trust Office of the
Securities Administrator shall be located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate
Trust Group, BSALTA 2007-3.
Counterparty: Bear Xxxxxxx Financial Products Inc. and any successor thereto, or any successor counterparty under the Cap
Contracts.
Countrywide: Countrywide Home Loans Servicing LP, and its successor in interest.
Countrywide Servicing Agreement: The Seller's Warranties and Servicing Agreement, dated as of September 1, 2002, as amended
by Amendment No. 1, dated as of January 1, 2003, Amendment No. 2, dated as of September 1, 2004, and Amendment No. 3, dated as of
January 1, 2006, between Countrywide and EMC.
Current Interest: As of any Distribution Date, with respect to each Class of Principal Certificates and the Class B-IO
Certificates, (i) the interest accrued on the Certificate Principal Balance or 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 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 Payments and (b) any shortfalls
resulting from the application of the Relief Act during the related Due Period; provided, however, that for purposes of calculating
Current Interest for any such Class, amounts specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be
allocated first to the Class B-IO Certificates and the Class R Certificates in reduction of amounts otherwise distributable to such
Certificates on such Distribution Date and then any excess shall be allocated to each other Class of 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 Specified Enhancement Percentage: For any Distribution Date, a percentage obtained by dividing (x) the sum of (i)
the aggregate Certificate Principal Balance of the Subordinate 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 reduction for Principal Prepayments and Realized Losses
on the Mortgage Loans incurred during the related Prepayment Period).
Current Specified Overcollateralization Percentage: For any Distribution Date, the percentage equivalent of a fraction, the
numerator of which is the Overcollateralization Target Amount, and the denominator of which is the aggregate Stated Principal Balance
of the Mortgage Loans for such Distribution Date.
Custodial Agreement: As applicable, (i) the custodial agreement, dated as of the Closing Date, among the Trustee,
Structured Asset Mortgage Investments II Inc., as company, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities
Administrator, and Xxxxx Fargo Bank, National Association, as Custodian, substantially in the form of Exhibit G-2 hereto or (ii) the
custodial agreement dated as of the Closing Date, among the Trustee, Structured Asset Mortgage Investments II Inc., as company, Xxxxx
Fargo, National Association, as Master Servicer and Securities Administrator, and Treasury Bank, A Division of Countrywide Bank, FSB,
as Custodian, substantially in the form of Exhibit G-1 hereto.
Custodian: As applicable, (i) Xxxxx Fargo Bank, National Association, or any successor custodian appointed pursuant to the
provisions hereof and of the related Custodial Agreement, with respect to the Mortgage Loans set forth on Schedule I to the related
Custodial Agreement, or (ii) Treasury Bank, a Division of Countrywide Bank, FSB, or any successor custodian appointed pursuant to the
provisions hereof and of the related Custodial Agreement, with respect to the Mortgage Loans set forth on Schedule I to the related
Custodial Agreement.
Cut-off Date: April 1, 2007.
Cut-off Date Balance: $919,070,221.58.
DBRS: DBRS Limited or DBRS, Inc., and any successor in interest.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated to pay with respect to a
Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any other similar state law or other proceeding.
Deficiency Amount: With respect to any Distribution Date, the sum of (i) the Guaranteed Interest Distribution Amount and
(ii) the Guaranteed Principal Distribution Amount.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the Mortgaged Property by a court of competent
jurisdiction in an amount less than the then outstanding indebtedness under the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code or any other similar state law or other proceeding.
Delinquent: The delinquency method used for calculations with respect to the Mortgage Loans will be in accordance with the
methodology used by lenders regulated by the Office of Thrift Supervision. Under this method, a Mortgage Loan is considered "30 days
or more Delinquent" if the borrower fails to make a scheduled payment prior to the close of business on the Mortgage Loan's first
succeeding due date. For example, if a securitization had a closing date occurring in August and a cut-off date of August 1, a
Mortgage Loan with a payment due on July 1 that remained unpaid as of the close of business on July 31 would not be described as 30
days delinquent as of the cut-off date. Such Mortgage Loan with a payment due on June 1 that remained unpaid as of the close of
business on July 31 would be described as 30 days delinquent as of the cut-off date. A Mortgage Loan would be considered "60 days or
more Delinquent" with respect to such scheduled payment if such scheduled payment were not made prior to the close of business on the
Mortgage Loan's second succeeding due date (or, in the preceding example, if the Mortgage Loan with a payment due on May 1 remained
unpaid as of the close of business on July 31). Similarly for "90 days or more Delinquent" and so on. Unless otherwise specified,
with respect to any date of determination, determinations of delinquency are made as of the last day of the prior calendar month.
Mortgage Loans with Due Dates which are not the first of the month are treated as if the Due Date was the first of the following
month.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware limited liability company, or its successors in
interest.
Depositor Information: As defined in Section 3.18(c).
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time
the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings bank, mutual savings bank or
savings and loan association) or trust company (which may include the Trustee), the deposits of which are fully insured by the FDIC
to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the Determination Date as defined in the Servicing Agreement.
Disqualified Organization: Any of the following: (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 (other than an instrumentality which is a
corporation if all of its activities are subject to tax and, except for the Xxxxxxx Mac or any successor thereto, a majority of its
board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any
agency or instrumentality of any of the foregoing, (iii) 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 (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code or (v) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an ownership
interest in a Residual Certificate by such Person may cause any 2007-3 REMIC contained in the Trust or any Person having an ownership
interest in the Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the transfer of an ownership interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Account: The trust account or accounts created and maintained by the Securities Administrator pursuant to
Section 4.04, which shall be denominated "Citibank, N.A., as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc.,
Bear Xxxxxxx ALT-A Trust 2007-3, Mortgage Pass-Through Certificates, Series 2007-3 - Distribution Account." The Distribution Account
shall be an Eligible Account.
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the month of the Closing Date,
or, if such 25th day is not a Business Day, the Business Day immediately following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of the Exchange Act.
DTC Custodian: Xxxxx Fargo Bank, National Association, or its successors in interest as custodian for the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled Payment is due if such due date
is the first day of a month and otherwise is deemed to be the first day of the following month or such other date specified in the
related Servicing Agreement.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period commencing on the second day of the
month preceding the calendar month in which the Distribution Date occurs and ending at the close of business on the first day of the
month in which the Distribution Date occurs.
XXXXX: As defined in Section 3.18.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered depository institution (A)
the short-term obligations of which are rated A-1 or better by Standard & Poor's and P-1 by Moody's at the time of any deposit
therein or (B) insured by the FDIC (to the limits established by such Corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in such account and a perfected first priority security interest
against any collateral (which shall be limited to Permitted Investments, each of which shall mature not later than the Business Day
immediately preceding the Distribution Date next following the date of investment in such collateral or the Distribution Date if such
Permitted Investment is an obligation of the institution that maintains the Distribution Account) securing such funds that is
superior to claims of any other depositors or general creditors of the depository institution with which such account is maintained,
(ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company with
trust powers acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository institution acceptable to the
Rating Agencies (as evidenced in writing by the Rating Agencies that use of any such account as the Distribution Account will not
have an adverse effect on the then-current ratings assigned to the Classes of Certificates then rated by the Rating Agencies).
Eligible Accounts may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
EMC Servicing Agreement: The Servicing Agreement, dated as of April 1, 2007, between Structured Asset Mortgage Investments
II Inc. and EMC as attached hereto as Exhibit H-2.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
Excess Cashflow: With respect to any Distribution Date, the sum of (i) Remaining Excess Spread for such Distribution Date
and (ii) Overcollateralization Release Amount for such Distribution Date; provided, however, that the Excess Cashflow shall include
Principal Funds on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Class I-A-1, Class
I-A-2, Class II-A-1, Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates has been reduced to zero (other
than Principal Funds otherwise distributed to the Holders of Class I-A-1, Class I-A-2, Class II-A-1, Class M-1, Class M-2, Class B-1,
Class B-2, Class B-3 and Class B-4 Certificates on such Distribution Date).
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid to the related Mortgagor, the
amount, if any, by which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the sum of (i) the Outstanding
Principal Balance of such Mortgage Loan and accrued but unpaid interest at the related Mortgage Interest Rate through the last day of
the month in which the related Liquidation Date occurs, plus (ii) related Liquidation Expenses.
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 Principal Certificates and Interest Carry Forward Amounts on the Class A
Certificates, in each case on such Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17, 3.18 and 3.23 of this Agreement.
Extra Principal Distribution Amount: With respect to any Distribution Date, an amount derived from Excess Spread equal to
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 and (ii) the Excess Spread for such Distribution Date.
Xxxxxx Xxx: Federal National Mortgage Association and any successor thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the related Custodial Agreement.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1 through August 31, or September
1 through November 30, as applicable.
Fitch: Fitch, Inc., Fitch Ratings Ltd. and its subsidiaries.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(ii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class XP Certificates), the
fractional undivided interest evidenced by any Certificate of such Class the numerator of which is the Certificate Principal Balance
of such Certificate and the denominator of which is the Certificate Principal Balance of such Class. With respect to the Class XP
Certificates, the percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional undivided
interest evidenced by (i) the Residual Certificates will be deemed to equal 1.00% (in the aggregate), (ii) the Class B-IO
Certificates will be deemed to equal 1.00% and (iii) a Certificate of any other Class will be deemed to equal 98.00% multiplied by a
fraction, the numerator of which is the Certificate Principal Balance of such Certificate and the denominator of which is the
aggregate Certificate Principal Balance of all the Certificates other than the Class B-IO Certificates.
Xxxxxxx Mac: Xxxxxxx Mac, formerly the Federal Home Loan Mortgage Corporation, and 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).
Grantor Trust: As defined in Section 9.12(b).
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage Note and indicated on the
Mortgage Loan Schedule which percentage is added to the related Index on each Interest Adjustment Date to determine (subject to
rounding, the minimum and maximum Mortgage Interest Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next
Interest Adjustment Date.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule including any Subsequent
Mortgage Loans added to Loan Group I.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Guaranteed Interest Distribution Amount: For any Distribution Date and the Class II-A-1 Certificates the amount, if any,
after giving effect to the distributions of interest on the Class II-A-1 Certificates with respect to such Distribution Date (without
regard to payments under the Guaranty), by which the (i) the Current Interest on the Class II-A-1 Certificates for such Distribution
Date exceeds (ii) the amount of interest actually distributed to the holders of the Class II-A-1 Certificates on such Distribution
Date (including any amounts from the related Cap Contract).
Guaranteed Principal Distribution Amount: With respect to any Distribution Date, any Applied Realized Loss Amount allocated
to the Class II-A-1 Certificates.
Guarantor: Xxxxxx Xxx, or its successor in interest.
Guarantor Interest Reimbursement Amount: With respect to any Distribution Date, (i) the sum of any accrued but unpaid
Guaranty Fees, and (ii) the sum of all amounts paid by the Guarantor in respect of Guaranteed Interest Distribution Amounts on all
prior Distribution Dates to the extent not previously reimbursed, in each case plus accrued and unpaid interest thereon at a rate
equal to the prime rate applicable for such Distribution Date as published in the Wall Street Journal.
Guarantor Payment: Any payment made by the Guarantor in respect of a Guaranteed Interest Distribution Amount or a Guaranteed
Principal Distribution Amount.
Guarantor Principal Reimbursement Amount: With respect to any Distribution Date, the sum of all amounts paid by the
Guarantor in respect of Guaranteed Principal Distribution Amounts on all prior Distribution Dates to the extent not previously
reimbursed, plus accrued and unpaid interest thereon at a rate equal to the prime rate applicable for such Distribution Date as
published in the Wall Street Journal.
Guarantor Reimbursement Amount: With respect to any Distribution Date, the sum of the Guarantor Interest Reimbursement
Amount and the Guarantor Principal Reimbursement Amount.
Guaranty: The obligations of the Guarantor pursuant to Section 5.09.
Guaranty Fee: For any Distribution Date and with respect to the Class II-A-1 Certificates, the fee payable to the Guarantor
in respect of its services as Guarantor that accrues at the Guaranty Fee Rate on a balance equal to the aggregate Certificate
Principal Balance of the Class II-A-1 Certificates immediately prior to such Distribution Date, computed on the basis of a 360-day
year consisting of twelve 30-day months.
Guaranty Fee Rate: 0.12%.
Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that, subject to Sections
11.02(b) and 11.05(e), solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Sponsor, the Master Servicer, the Securities Administrator or the Trustee or any Affiliate thereof shall be deemed not to
be outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in determining whether the
requisite percentage of Fractional Undivided Interests necessary to effect any such consent has been obtained.
Homebanc: HomeBanc Mortgage Corporation, and its successor in interest.
Homebanc Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004, as amended by
the Amended and Restated Amendment No. 1, dated as of January 27, 2006, between Homebanc and EMC, and by the related Assignment
Agreement.
HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1,
2005, as amended by Amendment Reg AB, dated as of November 7, 2005, between HSBC and EMC, attached hereto as Exhibit H-2.
Indemnified Persons: The Trustee, the Master Servicer, the Guarantor, each Custodian and the Securities Administrator and
their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.
Index: The index, if any, specified in a Mortgage Note by reference to which the related Mortgage Interest Rate will be
adjusted from time to time.
Individual Certificate: Any Private Certificate registered in the name of the Holder other than the Depository or its
nominee.
Initial Certification: The certification substantially in the form of Exhibit One to the related Custodial Agreement.
Initial Mortgage Loan: A Mortgage Loan transferred and assigned to the Trustee on the Closing Date pursuant to Section 2.01
and held as part of the Trust, as identified in the applicable Mortgage Loan Schedule.
Interest Accrual Period: With respect to each Distribution Date, for each Class of Principal Certificate will be the period
from and including the preceding Distribution Date (or from and including the Closing Date, in the case of the first Distribution
Date) to and including the day prior to the current Distribution Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on
which the Mortgage Interest Rate is subject to adjustment.
Interest Carry-Forward Amount: As of the first Distribution Date and with respect to each Class of Principal Certificates,
zero, and for each Distribution Date thereafter, the sum of (i) the excess of (a) the Current Interest for such Class with respect to
prior Distribution Dates over (b) the amount actually distributed to such Class of Certificates with respect to interest on or after
such prior 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 Coverage Account: The account or sub-account established and maintained pursuant to Section 4.10 and which shall
be an Eligible Account or a sub-account of an Eligible Account.
Interest Coverage Amount: The amount to be paid by the Depositor to the Paying Agent for deposit in the Interest Coverage
Account on the Closing Date pursuant to Section 4.10, which amount is $1,710,111.
Interest Funds: For any Distribution Date and each Loan Group, (a) the sum, without duplication, of (i) all scheduled
interest collected in respect to the related Mortgage Loans during the related Due Period less the related Servicing Fee and Master
Servicing Fee, (ii) all Monthly Advances relating to interest with respect to the related Mortgage Loans remitted by the Servicers or
Master Servicer, as applicable, on or prior to the related Distribution Account Deposit Date, (iii) all Compensating Interest
Payments with respect to the related Mortgage Loans and required to be remitted by the Master Servicer pursuant to this Agreement or
the related Servicer pursuant to the related Servicing Agreement with respect to such Distribution Date, (iv) Liquidation Proceeds
and Subsequent Recoveries collected during the related Prepayment Period with respect to the related Mortgage Loans to the extent
such Liquidation Proceeds or Subsequent Recoveries relate to interest, (v) all amounts relating to interest with respect to each
related Mortgage Loan purchased by EMC (on its own behalf as Seller and on behalf of Master Funding) pursuant to Sections 2.02 and
2.03 or by the Depositor pursuant to Section 3.21 during the related Due Period, (vi) all amounts in respect of interest paid by EMC
pursuant to Section 10.01 in respect to the related Loan Group, in each case to the extent remitted by EMC or its designee, as
applicable, to the Distribution Account pursuant to this Agreement, (vii) all amounts in respect of interest proceeds received on the
related Mortgage Loans from the exercise of an optional termination pursuant to Section 10.01, (viii) with respect to the Class I-A
Certificates, any amount withdrawn from the Pre-funding Reserve Account pursuant to Section 4.09(e)(ii), and (ix) with respect to the
Class II-A-1 Certificates, any Guaranteed Interest Distribution Amount received by the Securities Administrator from the Guarantor on
such Distribution Date minus (b) all amounts required to be reimbursed pursuant to Sections 4.01 and 4.05 or as otherwise set forth
in this Agreement and allocated to such Loan Group as provided in Section 6.01.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period
was the subject of a Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount determined as follows:
(a) Partial Principal Prepayments received during the relevant Prepayment Period: The difference between (i)
one month's interest at the applicable Net Rate on the amount of such prepayment and (ii) the amount of interest for the calendar
month of such prepayment (adjusted to the applicable Net Rate) received at the time of such prepayment;
(b) Principal Prepayments in full received during the relevant Prepayment Period: The difference between (i) one
month's interest at the applicable Net Rate on the Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment
and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time
of such prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30 days' interest (or, in the case
of a Principal Prepayment in full, interest to the date of prepayment) on the Stated Principal Balance thereof (or, in the case of a
Principal Prepayment in part, on the amount so prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of a
Principal Prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the case of a Principal
Prepayment in part, on the amount so prepaid) at the annual interest rate required to be paid by the Mortgagor as limited by
application of the Relief Act.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation D
under the Securities Act or any entity all of the equity holders in which come within such paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy, flood insurance policy or title
insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any Mortgage Loan or Mortgaged Property
other than amounts required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note or Security Instrument and
other than amounts used to repair or restore the Mortgaged Property or to reimburse insured expenses, including the related
Servicer's costs and expenses incurred in connection with presenting claims under the related Insurance Policies.
Interim Certification: The certification substantially in the form of Exhibit Two to the related Custodial Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which purchases any of the Private
Certificates in connection with such purchase, substantially in the form set forth as Exhibit F-1 hereto.
Latest Possible Maturity Date: As defined in Section 5.01(d) herein.
Lender-Paid PMI Policy: Any lender-paid primary mortgage insurance policy, including the RMIC Policy.
Lender-Paid PMI Rate: With respect to each Mortgage Loan covered by a Lender-Paid PMI policy, the premium to be paid by the
applicable Servicer or the Master Servicer (with respect to the RMIC Policy) out of interest collections on the related Mortgage Loan
or Mortgage Loans (in the case of the Master Servicer), as stated in the Mortgage Loan Schedule.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking institutions in the city of London,
England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Principal Certificates and for the first Interest Accrual Period,
April 26, 2007. With respect to each Class of Principal Certificates and any Interest Accrual Period thereafter, the second LIBOR
Business Day preceding the commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer or the Master Servicer has determined that
all amounts it expects to recover from or on account of such Mortgage Loan have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Master Servicer or the Servicer has
certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the
account of the Master Servicer or the Servicer in connection with the liquidation of such Mortgage Loan and the related Mortgage
Property, such expenses including (a) property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs,
including court costs and reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred in connection with
liquidation.
Liquidation Proceeds: Amounts received in connection with the liquidation of a defaulted Mortgage Loan, whether through
trustee's sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise, including any amounts received by the
Servicer or Master Servicer specifically related to a Liquidated Mortgage Loan or disposition of an REO Property prior to the related
Prepayment Period that resulted in a Realized Loss, after liquidation of such Mortgage Loan or disposition of such REO Property.
Loan Group: Either of Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage Loans designated as belonging to Loan Group I on the Mortgage Loan Schedule including any
Subsequent Mortgage Loans added to Loan Group I.
Loan Group I Certificates: The Class I-A-1 Certificates and Class I-A-2 Certificates.
Loan Group II: The Mortgage Loans designated as belonging to Loan Group II on the Mortgage Loan Schedule.
Loan Group II Certificates: The Class II-A-1 Certificates.
Loan-to-Value Ratio: With respect to any Mortgage Loan, 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 Original Value of the related
Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.04(c) hereof.
Loss Severity Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the amount of Realized Losses incurred on a Mortgage Loan and the denominator of which is the Stated Principal Balance of
such Mortgage Loan immediately prior to the liquidation of such Mortgage Loan.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible Optional Termination date for the
Certificates and (i) the Class I-A-1 Certificates, 0.210% per annum, (ii) the Class I-A-2 Certificates, 0.270% per annum, (iii) the
Class II-A-1 Certificate, 0.040% per annum, (iv) the Class M-1 Certificates, 0.420% per annum, (v) the Class M-2 Certificates, 0.750%
per annum, (vi) the Class B-1 Certificates, 1.500% per annum, (vii) the Class B-2 Certificates, 2.150% per annum, (vii) the Class B-3
Certificates, 2.150% per annum and (ix) the Class B-4 Certificates, 2.150% per annum; and with respect to any Distribution Date after
the first possible Optional Termination date for the Certificates and (i) the Class I-A-1 Certificates, 0.420% per annum, (ii) the
Class I-A-2 Certificates, 0.540% per annum, (iii) the Class II-A-1 Certificate, 0.040% per annum, (iv) the Class M-1 Certificates,
0.630% per annum, (v) the Class M-2 Certificates, 1.125% per annum, (vi) the Class B-1 Certificates, 2.250% per annum, (vii) the
Class B-2 Certificates, 3.225% per annum, (vii) the Class B-3 Certificates, 3.225% per annum and (ix) the Class B-4 Certificates,
3.225% per annum.
Marker Rate: With respect to the Class B-IO Certificates or the REMIC III Regular Interest B-IO-I and any Distribution Date,
in relation to the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LTY-I-1, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II Regular Interest LT3 and, in
relation to the REMIC II Regular Interests LT5, LT6, LT7, LT8 and LTY-I-2, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7.
Master Funding: Master Funding LLC, a Delaware limited liability company, and its successor and assigns, in its capacity as
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, Xxxxx Fargo Bank, National Association and, thereafter, its respective successors
in interest that meet the qualifications of the Servicing Agreements and this Agreement.
Master Servicer Information: As defined in Section 3.18(c).
Master Servicing Compensation: As defined in Section 3.14.
Master Servicer Information: As defined in Section 3.18(c).
Master Servicing Fee: As set forth in Section 3.14.
Master Servicing Fee Rate: An amount equal to 0.005% per annum.
Material Defect: As defined in Section 2.02(a).
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust in accordance with its
terms, regardless of changes in the applicable Index.
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 Mortgage Loans electronically maintained by MERS.
Mid America: Mid America Bank, fsb, and its successor in interest.
Mid America Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006, as amended
by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006, between Mid America and EMC,
and by the related Assignment Agreement.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust in accordance with its
terms, regardless of changes in the applicable Index.
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 Advance: An advance of principal or interest required to be made by the applicable Servicer pursuant to the related
Servicing Agreement or the Master Servicer pursuant to Section 6.08.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.07.
Monthly Delinquency Percentage: With respect to a Distribution Date, the percentage 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 for such Distribution Date and the denominator of which is the aggregate Stated Principal Balance
of Mortgage Loans for such Distribution Date.
Moody's: Xxxxx'x Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any Mortgage Loan pursuant to the
related Mortgage Note, which rate is initially equal to the "Mortgage Interest Rate" set forth with respect thereto on the Mortgage
Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01, Section 2.04 or Section
2.07 and held as a part of the Trust Fund, as identified in the Mortgage Loan Schedule (which shall include, without limitation, with
respect to each Mortgage Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto), including
a mortgage loan the property securing which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of April 30, 2007, among EMC, as a seller,
Master Funding, as a seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof and
supplements thereto, attached as Exhibit J.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the Initial Mortgage Loans, and the
schedule attached as Exhibit 1 to the related Subsequent Transfer Instrument with respect to the related Subsequent Mortgage Loans,
each as amended from time to time to reflect the repurchase or substitution of Mortgage Loans or the addition of Subsequent Mortgage
Loans pursuant to this Agreement, or the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the
case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a Mortgagor under the related Mortgage
Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the related Mortgage Loan or, in
the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any, for such Distribution Date
net of Compensating Interest Payments with respect to such Distribution Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of (i) Liquidation Expenses which
are payable therefrom to the Servicer or the Master Servicer in accordance with the Servicing Agreement or this Agreement and
(ii) unreimbursed advances by the Servicer or the Master Servicer and Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time to time less the sum of (1)
the Servicing Fee Rate, (2) the Master Servicing Fee Rate and (3) the Lender Paid PMI Rate, if any, attributable thereto, in each
case expressed as a per annum rate.
Net Rate Cap: (a) With respect to any Distribution Date and the Class I-A-1 Certificates and the Class I-A-2 Certificates,
the weighted average of the Net Rates on the Group I Mortgage Loans as of the beginning of the related Due Period, weighted on the
basis of the Stated Principal Balances thereof as of the preceding Distribution Date, in each case as adjusted to an effective rate
reflecting the accrual of interest on an actual/360 basis; (b) with respect to any Distribution Date and the Class II-A-1
Certificates, the weighted average of the Net Rates on the Group II Mortgage Loans minus the Guaranty Fee Rate payable to Xxxxxx Mae
as of the beginning of the related Due Period, weighted on the basis of the Stated Principal Balances thereof as of the preceding
Distribution Date, in each case as adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis; and (c)
with respect to any Distribution Date and the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, the
weighted average of the weighted average Net Rates of the Mortgage Loans in each Loan Group weighted in proportion to the excess of
the aggregate Stated Principal Balance of each Loan Group over the aggregate Certificate Principal Balance of the related Senior
Certificates, in each case as adjusted to an effective rate reflecting the accrual of interest on the basis of a 360-day year and the
actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes, the Net Rate Cap with respect
to the Subordinate Certificates is equal to the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I
Regular Interests Y-I-1 and Y-I-2.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the Certificates, including the Class R-X
Certificate.
NIM Trustee: The trustee for any NIM Securities.
Non-Offered Subordinate Certificates: The Class B-4, Class XP and Class B-IO Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is proposed to be made by the
Master Servicer, the Trustee (in its capacity as successor Master Servicer) or the applicable Servicer and (ii) which, in the good
faith judgment of the Master Servicer, the Trustee in its capacity as successor Master Servicer or the applicable Servicer, will not
or, in the case of a proposed advance or Monthly Advance, would not, be ultimately recoverable by the Master Servicer, the Trustee
(as successor Master Servicer) or the applicable Servicer from Liquidation Proceeds, Insurance Proceeds or future payments on the
Mortgage Loan for which such advance or Monthly Advance was made or is proposed to be made.
Non-Mortgage Widely Held Fixed Investment Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(12) or
successor provisions.
Notional Amount: The Notional Amount of the Class B-IO Certificates immediately prior to any Distribution Date is equal to
the aggregate of the Uncertificated Principal Balances of the REMIC II Regular Interests.
Offered Certificates: The Class I-A Certificates and the Offered Subordinate Certificates.
Offered Subordinate Certificates: The Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or
a Vice President or Assistant Vice President or other authorized officer of the Master Servicer, the Sellers, any Servicer or the
Depositor, as applicable, and delivered to the Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the Securities Administrator on the
related LIBOR Determination Date on the basis of the rate for U.S. dollar deposits for one month that appears on Telerate Screen Page
3750, or such other page as may replace such Page 3750, as of 11:00 a.m. London time on such LIBOR Determination Date; provided that
the parties hereto acknowledge that One-Month LIBOR for the first Interest Accrual Period shall the rate determined by the Securities
Administrator two Business Days prior to the Closing 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 Securities Administrator after consultation with the Guarantor but only to the
extent the Class II-A-1 Certificates are outstanding), One-Month LIBOR for the applicable Interest Accrual Period will be the
Reference Bank Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate is available,
One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual Period.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee or the Securities Administrator,
as applicable and who, unless required to be Independent (an "Opinion of Independent Counsel"), may be internal counsel for the
Company, the Master Servicer or the Depositor.
Optional Termination Date: With respect to the Mortgage Loans, the Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than 20% of the sum of (A) Cut-off Date Balance as of the Closing Date and (B) the Pre-funded
Amount as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged Property at the time of
origination of a Mortgage Loan, except in instances where either clauses (i) or (ii) is unavailable, the other may be used to
determine the Original Value, or if both clauses (i) and (ii) are unavailable, Original Value may be determined from other sources
reasonably acceptable to the Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was not the subject
of a Principal Prepayment in full, did not become a Liquidated Mortgage Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a Mortgage Loan remaining to
be paid by the Mortgagor, or, in the case of an REO Property, the principal balance of the related Mortgage Loan remaining to be paid
by the Mortgagor at the time such property was acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to
the extent applied to principal.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and the amount on deposit in the Pre-Funding Account as of such
Distribution Date over (b) the aggregate Certificate Principal Balance of the Principal 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 is the lesser of (x) the sum of the amounts,
with respect to each Loan Group, described in clauses (1) through (5) in the definition of 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 such Principal
Funds is applied as a principal payment on such Distribution Date) over (ii) the Overcollateralization Target Amount for such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or equal
to the Overcollateralization Target Amount on that Distribution Date).
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, 1.30% of the sum
of (1) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (2) the amount on deposit in the
Pre-Funding Account as of the Closing 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) 1.30% of the sum of (w) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and
(x) the amount on deposit in the Pre-Funding Account as of the Closing Date and (2) 2.60% of the sum of (y) the then current
aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution Date and (z) the amount on deposit in the
Pre-Funding Account as of such Distribution Date and (ii) $4,595,351.11 and (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.
Party Participating in the Servicing Function: Any Person performing any of the responsibilities set forth in Exhibit M.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as provided with respect thereto in
Section 5.01(c). Any monthly calculation of interest at a stated rate shall be based upon annual interest at such rate divided by
twelve.
Paying Agent: The Securities Administrator, or its successor in interest, or any successor securities administrator
appointed as herein provided.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made to the Mortgage Interest
Rate on each Interest Adjustment Date in accordance with its terms, regardless of changes in the applicable Index.
Permitted Investments: Any one or more of the following obligations or securities held in the name of the Trustee for the
benefit of the Certificateholders:
(i) direct obligations of, and obligations the timely payment of which are 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 institution or
trust company incorporated under the laws of the United States of America or any state thereof (including the Trustee, the Securities
Administrator or the Master Servicer or its Affiliates acting in its commercial banking capacity) and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term debt rating and/or
the long-term unsecured debt obligations of such depository institution or trust company at the time of such investment or
contractual commitment providing for such investment have the Applicable Credit Rating or better from each Rating Agency and (b) any
other demand or time deposit or certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other
security issued or guaranteed by an 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, in either case entered into with a depository institution or trust company
(acting as principal) described in clause (ii)(a) above where the Securities Administrator holds the security in the name of the
Trustee therefor;
(iv) securities bearing interest or sold at a discount issued by any corporation (including the Trustee, the
Securities Administrator or the Master Servicer or its Affiliates) incorporated under the laws of the United States of America or any
state thereof that have the Applicable Credit Rating or better from each Rating Agency at the time of such investment 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 securities issued by
such corporation and held as part of the Trust to exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage
Loans and Permitted Investments held as part of the Trust;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof and having a maturity date prior
to the related Distribution Date) having the Applicable Credit Rating or better from each Rating Agency at the time of such
investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company or other corporation or entity;
(vii) 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 to the Trustee and the Securities Administrator; and
(viii) interests in any money market fund (including any such fund managed or advised by the Trustee, the
Securities Administrator or the Master Servicer or any affiliate thereof) which at the date of acquisition of the interests in such
fund and throughout the time such interests are held in such fund has the highest applicable short term rating by each Rating Agency
rating such funds; 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 obligations underlying such instrument or if such security
provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if
such instrument or security is purchased at a price greater than par.
Permitted Transferee: Any Person other than a Disqualified Organization or an "electing large partnership" (as defined by
Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
PHH: PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), and any successor thereto.
PHH Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of October 23, 2001, as amended, among
PPH, Xxxxxx'x Gate Residential Mortgage Trust and EMC.
Physical Certificates: The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Posted Collateral Account: The trust account or accounts created and maintained by the Securities Administrator, as
custodian on behalf of the Trustee pursuant to Section 4.08.
Pre-funded Amount: The amount to be paid by the Seller to the Paying Agent for deposit in the Pre-Funding Account on the
Closing Date with respect to Loan Group I, which amount is $179,978,783.
Pre-funding Account: The account or sub-account established and maintained pursuant to Section 4.09 (a) and which shall be
an Eligible Account or a sub-account of an Eligible Account.
Pre-funding Period: The period from the Closing Date until the earliest of (i) the date on which the amount on deposit in
the Pre-Funding Account (exclusive of investment income) is reduced to zero or (ii) July 15, 2007.
Pre-funding Reserve Account: The account or sub-account established and maintained pursuant to Section 4.09(d) and which
shall be an Eligible Account or a sub-account of an Eligible Account.
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a full or
partial prepayment of such Mortgage Loan in accordance with the terms thereof and described in the Mortgage Loan Schedule.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to which such Prepayment Charge
the Class XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a
partial Principal Prepayment or a Principal Prepayment in full during the related Prepayment Period (other than a Principal
Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount,
if any, by which (i) one month's interest at the applicable Net Rate on the Stated Principal Balance of such Mortgage Loan
immediately prior to such prepayment or in the case of a partial Principal Prepayment on the amount of such prepayment exceeds (ii)
the amount of interest paid or collected in connection with such Principal Prepayment less the sum of (a) any Prepayment Charges and
(b) the related Servicing Fee.
Prepayment Period: With respect to the Mortgage Loans for which EMC is the Servicer and with respect to any Distribution
Date and (i) Principal Prepayments in full, the period from the fifteenth day of the calendar month preceding the calendar month in
which such Distribution Date occurs through the close of business on the fourteenth day of the calendar month in which such
Distribution Date occurs; provided, however, that the initial Prepayment Period will be the period from the Closing Date through the
close of business on May 14, 2007, and (ii) Liquidation Proceeds, Subsequent Recoveries, Realized Losses and partial Principal
Prepayments, the prior calendar month; and in the case of the Mortgage Loans for which EMC is not the Servicer, such period as is
provided in the related Servicing Agreement with respect to the related Mortgage Loans.
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 Certificates: Any of the Offered Certificates, the Class II-A-1 Certificates and the Class B-4 Certificates.
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to the excess of (i) sum of (a) the
Principal Funds for both Loan Groups for such Distribution Date and (b) any Extra Principal Distribution Amount for such Distribution
Date over (ii) any Overcollateralization Release Amount for such Distribution Date.
Principal Funds: the sum, without duplication, of
1. the Scheduled Principal collected on the related Mortgage Loans during the related Due Period or advanced on or
before the related servicer advance date,
2. prepayments in respect of the related Mortgage Loans, exclusive of any Prepayment Charges, collected in the related
Prepayment Period,
3. the Stated Principal Balance of each Mortgage Loan in the related Loan Group that was repurchased by the Depositor
or the related Servicer during the related Due Period,
4. the amount, if any, by which the aggregate unpaid principal balance of any Substitute Mortgage Loans is less than
the aggregate unpaid principal balance of any deleted mortgage loans delivered by the related Servicer in connection
with a substitution of Mortgage Loans in the related Loan Group during the related Due Period,
5. all Liquidation Proceeds and Subsequent Recoveries collected during the related Prepayment Period in respect of the
related Mortgage Loans, to the extent such Liquidation Proceeds or Subsequent Recoveries relate to principal, less
all related Nonrecoverable Advances relating to principal reimbursed during the related Due Period,
6. the principal portion of the purchase price of the assets of the Trust allocated to the related Loan Group upon the
exercise by EMC or its designee of its optional termination right with respect to the Mortgage Loans,
7. with respect to Loan Group I, any amount withdrawn from the Pre-Funding Reserve Account pursuant to Section
4.09(e)(i) on such Distribution Date;
8. with respect to the Class II-A-1 Certificates, any Guaranteed Principal Distribution Amount received by the
Securities Administrator from the Guarantor on such Distribution Date; minus
9. any amounts payable to or required to be reimbursed to EMC, the Depositor, any Servicer, the Master Servicer,
any Custodian, the Trustee or the Securities Administrator with respect to the Mortgage Loans pursuant to this
Agreement and allocated to the related Loan Group, to the extent not paid or reimbursed from Interest Funds for such
Loan Group and Distribution Date.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on a Mortgage Loan which is
received in advance of its scheduled Due Date to the extent that it 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, including Insurance
Proceeds and Repurchase Proceeds, but excluding the principal portion of Net Liquidation Proceeds received at the time a Mortgage
Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Class B-4, Class B-IO, Class XP Certificates and the Residual Certificates.
Prospectus: The prospectus, dated March 20, 2007, as supplemented by the prospectus supplement dated April 25, 2007 (as the
same may be supplemented from time to time), relating to the offering of the Offered Certificates.
Protected Account: An account established and maintained for the benefit of Certificateholders by each Servicer with
respect to the related Mortgage Loans and with respect to REO Property pursuant to the related Servicing Agreement.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or states in which the related
Mortgaged Property or Mortgaged Properties is or are located, duly authorized and licensed in such state or states to transact the
type of insurance business in which it is engaged and approved as an insurer by the Master Servicer, so long as the claims paying
ability of which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the Certificates rated
by the Rating Agencies as of the Closing Date.
Rating Agencies: Xxxxx'x and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding Principal Balance of
such Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the Mortgage Interest Rate through the last day of the
month of such liquidation, less (y) the related Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged
Property that are allocated to principal. 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 applied to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses on the Mortgage Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the interest
portion of Realized Losses and Net Interest Shortfalls on the Group I Mortgage Loans, if any, shall be allocated between the REMIC I
Y-I-1 and REMIC I-Z-I-1 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof and (2) the interest portion of Realized Losses and Net Interest Shortfalls on the Group II Mortgage Loans, if any, shall be
allocated between the REMIC I Y-I-2 and REMIC I-Z-I-2 Regular Interests pro rata according to the amount of interest accrued but
unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such
Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to the Mortgage
Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses on the Group I
Mortgage Loans shall be allocated, first, to the REMIC I Y-I-1 Regular Interest to the extent of the REMIC I Y-I-1 Principal
Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to the REMIC I Z-I-1 Regular Interest in reduction of the
Uncertificated Principal Balance thereof and (2) the principal portion of Realized Losses on the Group II Mortgage Loans shall be
allocated, first, to the REMIC I Y-I-2 Regular Interest to the extent of the REMIC I Y-I-2 Principal Reduction Amount in reduction of
the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to the REMIC I Z-I-2 Regular Interest in reduction of the Uncertificated Principal Balance
thereof. For any Distribution Date, reductions in the Uncertificated Principal Balances of the REMIC I Y-I and REMIC I Z-I Regular
Interests pursuant to this definition of Realized Loss shall be determined, and shall be deemed to occur, prior to any reductions of
such Uncertificated Principal Balances by distributions on such Distribution Date.
Record Date: The Business Day preceding the applicable Distribution Date so long as such Class of Principal Certificates
remains in book-entry form; and otherwise, the close of business on the last Business Day of the month immediately preceding the
month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities Administrator (after consultation with the Guarantor to the extent
the Class II-A-1 Certificates are outstanding) that is engaged in transactions in Eurodollar deposits in the international
Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, 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 amounts approximately equal to the aggregate Certificate Principal Balance of all
Classes of Principal 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 Securities
Administrator, as of 11:00 a.m., New York City time, on such date for loans in U.S. dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Certificate Principal Balance of all Classes of Principal Certificates.
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.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating Agencies and having the Applicable
Credit Rating or better from each Rating Agency, from a bank, insurance company or other corporation or entity (including the
Trustee).
Relief Act: The Servicemembers Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been reduced due to the
application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread remaining after the distribution of the
Extra Principal Distribution Amount for such Distribution Date.
Remaining Pre-Funded Amount: An amount equal to the Pre-Funded Amount minus the amount equal to 100% of the aggregate
Stated Principal Balance of the Subsequent Mortgage Loans transferred to the Trust during the Pre-Funding Period.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Administrator: The Securities Administrator; provided that if the REMIC Administrator is found by a court of
competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Servicer or
Trustee, in its capacity as successor Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the
REMIC Administrator obligations under this Agreement.
REMIC Interest: Any of the REMIC I, REMIC II, REMIC III and REMIC IV Interests.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action described therein would not, under
the REMIC Provisions, (i) cause any 2007-3 REMIC to fail to qualify as a REMIC while any regular interest in such 2007-3 REMIC is
outstanding, (ii) result in a tax on prohibited transactions with respect to any 2007-3 REMIC or (iii) constitute a taxable
contribution to any 2007-3 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I, REMIC II, REMIC III and REMIC IV Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made pursuant to this Agreement,
consisting of: (a) the Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans, (b) all
payments on and collections in respect of the Mortgage Loans due after the Cut-off Date as shall be on deposit in the Master Servicer
Collection Account or in the Distribution Account and identified as belonging to the Trust Fund, (c) property that secured a
Mortgage Loan and that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (d)
the hazard insurance policies and Primary Mortgage Insurance Policies, if any, related to the Mortgage Loans and (e) all
proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For any Distribution Date, the Interest Funds and Principal Funds for such
Distribution Date.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed by REMIC
I to REMIC II on account of the REMIC I Regular Interests and to the Class R Certificates in respect of Component I thereof, in the
following order of priority:
(a) To the extent of the REMIC I Available Distribution Amount for Loan Group I:
(i) first, to REMIC I Y-I-1 and REMIC Z-I-1 Regular Interests, concurrently, the Uncertificated Interest for
such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to the REMIC I Y-I-1 and REMIC Z-I-1 Regular Interests, concurrently, the Uncertificated Interest
for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to the REMIC I Y-I-1 and REMIC Z-I-1 Regular Interests, the REMIC I Y-I-1 Principal Distribution
Amount and the REMIC I Z-I-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Loan Group II:
(i) first, to the REMIC I Y-I-2 and REMIC Z-I-2 Regular Interests, concurrently, the Uncertificated Interest
for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;
(ii) second, to the REMIC I Y-I-2 and REMIC Z-I-2 Regular Interests, concurrently, the Uncertificated Interest
for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Interest; and
(iii) third, to the REMIC I Y-I-2 and REMIC Z-I-2 Regular Interests, the REMIC I Y-I-2 Principal Distribution
Amount and the REMIC I Z-I-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amounts for Loan Group I and Loan Group II for such Distribution
Date remaining after payment of the amounts pursuant to paragraphs (a), and (b) of this definition of "REMIC I Distribution Amount":
(i) first, to each Class of REMIC I Y-I and REMIC I Z-I Regular Interests, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously allocated to each such Class, the aggregate amount of any
distributions to the Certificates as reimbursement of Unpaid Realized Loss Amounts on such Distribution Date pursuant to
Section 6.01(a); provided, however, that any amounts distributed pursuant to this paragraph (c)(i) of this definition of
"REMIC I Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the REMIC I Y-I
and REMIC I Z-I Regular Interests; and
(ii) second, to the Component I of the Class R Certificates, and remaining amounts.
REMIC I Interests: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I set forth in
Section 5.01(c)(i) and issued hereunder and designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the Uncertificated Pass-Through Rate specified for such REMIC I Interest in Section 5.01(c)(i), 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 Section 5.01(c)(i). The designations for the respective REMIC I Regular Interests are set forth in
Section 5.01(c)(i).
REMIC I Y-I-I Principal Reduction Amounts: For any Distribution Date the amounts by which the Uncertificated Principal
Balances of REMIC I Regular Interests Y-I-1 and Y-I-2, respectively, will be reduced on such Distribution Date by the allocation of
Realized Losses and the distribution of principal, determined as follows:
First, for each of Loan Group I and Loan Group II, determine the weighted average of the Net Rates of the Mortgage Loans in
that Loan Group for distributions of interest that will be made on the next succeeding Distribution Date (the "Group Interest Rate"
for that Loan Group). The REMIC I Y-I Principal Reduction Amounts for REMIC I Regular Interests Y-I-1 and Y-I-2 will be determined
pursuant to the "Generic solution for the REMIC I Y-I Regular Interests" set forth below (the "Generic Solution") by making the
following identifications among the Loan Groups and their related REMIC I Regular Interests:
A. Determine which Loan Group has the lower Group Interest Rate. That Loan Group will be identified with Loan
Group AA and the REMIC I Regular Interests related to that Loan Group will be respectively identified with the REMIC I Regular
Interests YAA and ZAA. The Group Interest Rate for that Loan Group will be identified with J%. If the two Loan Groups have the same
Group Interest Rate pick one for this purpose, subject to the restriction that each Loan Group may be picked only once in the course
of any such selections pursuant to paragraphs A and B of this definition.
B. Determine which Loan Group has the higher Group Interest Rate. That Loan Group will be identified with
Loan Group BB and the REMIC I Regular Interests related to that Loan Group will be respectively identified with the REMIC I Regular
Interests YBB and ZBB. The Group Interest Rate for that Loan Group will be identified with K%. If the two Loan Groups have the same
Group Interest Rate the Loan Group not selected pursuant to paragraph A, above, will be selected for purposes of this paragraph B.
Second, apply the Generic Solution set forth below to determine the REMIC I Y-I Principal Reduction Amounts for the
Distribution Date using the identifications made above.
Generic Solution for the REMIC I Y-I Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of REMIC I Regular Interests YAA and ZAA, respectively, will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, determined as follows:
J% and K% represent the interest rates on Loan Group AA and Loan Group BB respectively. J%<K%.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the aggregate Stated Principal Balance of the Group AA Mortgage Loans minus the aggregate Certificate
Principal Balance of the related Senior Certificates after the allocation of Realized Losses and distributions of principal on such
Distribution Date.
PKB = the aggregate Stated Principal Balance of the Group BB Mortgage Loans minus the aggregate Certificate
Principal Balance of the related Senior Certificates after the allocation of Realized Losses and distributions of principal on such
Distribution Date.
R = the Class CB Pass-Through Rate = (J%PJB + K%PKB)/(PJB + PKB)
Yj = the REMIC I Regular Interest YAA Uncertificated Principal Balance after distributions on the prior
Distribution Date.
Yk = the REMIC I Regular Interest YBB Uncertificated Principal Balance after distributions on the prior
Distribution Date.
ΔYj = the REMIC I Regular Interest YAA Principal Reduction Amount.
ΔYk = the REMIC I Regular Interest YBB Principal Reduction Amount.
Zj = the REMIC I Regular Interest ZAA Uncertificated Principal Balance after distributions on the prior
Distribution Date.
Zk = the REMIC I Regular Interest ZBB Uncertificated Principal Balance after distributions on the prior
Distribution Date.
ΔZj = the REMIC I Regular Interest ZAA Principal Reduction Amount.
= ΔPj - ΔYj
ΔZk = the REMIC I Regular Interest ZBB Principal Reduction Amount.
= ΔPk - ΔYk
Pj = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests YAA and ZAA after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Mortgage Loans.
Pk = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests YBB and ZBB after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group BB Mortgage Loans.
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (c)(i) or (c)(ii) of the
definition of REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, if applicable,
which is equal to the aggregate of the REMIC I Regular Interest YAA Principal Reduction Amount and the REMIC I Regular Interest ZAA
Principal Reduction Amount.
ΔPk= the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (c)(i) or (c)(ii) of the
definition of REMIC I Distribution Amount) to be made and realized losses to be allocated on such Distribution Date, which is equal
to the aggregate of the REMIC I Regular Interest YBB Principal Reduction Amount and the REMIC I Regular Interest ZBB Principal
Reduction Amount.
α = .0005
γ = (R - J%)/(K% - R). γ is a non-negative number unless its denominator is zero, in which
event it is undefined.
If γ is zero, ΔYk = Yk and ΔYj = (Yj/Pj)ΔPj.
If γ is undefined, ΔYj = Yj, ΔYk = (Yk/Pk)ΔPk if denominator
In the remaining situations, ΔYk and ΔYj shall be defined as follows:
1. If Yk - α(Pk - ΔPk) => 0, Yj- α(Pj - ΔPj) => 0, and γ (Pj - ΔPj) < (Pk
- ΔPk), ΔYk = Yk - αγ (Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
2. If Yk - α(Pk - ΔPk) => 0, Yj - α(Pj - ΔPj) => 0, and γ (Pj - ΔPj) =>
(Pk - ΔPk), ΔYk = Yk - α(Pk - ΔPk) and ΔYj = Yj - (α/γ)(Pk - ΔPk).
3. If Yk - α(Pk - ΔPk) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
Yj - (Yk/γ), ΔYk = Yk - αγ (Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).
4. If Yk - α(Pk - ΔPk) < 0, Yj - (Yk/γ) => 0, and
Yj - α(Pj - ΔPj) <= Yj - (Yk/γ), ΔYk = 0 and ΔYj = Yj - (Yk/γ).
5. If Yj - α(Pj - ΔPj) < 0, Yj - (Yk/γ) < 0, and
Yk - α(Pk - ΔPk) <= Yk - (γYj), ΔYk = Yk - (γYj) and ΔYj = 0.
6. If Yj - α(Pj - ΔPj) < 0, Yk - α(Pk - ΔPk) => 0, and Yk - α(Pk - ΔPk) =>
Yk - (γYj), ΔYk = Yk - α(Pk - ΔPk) and ΔYj = Yj - (α/γ)(Pk - ΔPk).
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and
defining the REMIC I Regular Interest Y-I-1 and Y-I-2 and REMIC I Regular Interest Z-I-1 and Z-I-2 Principal Distribution Amounts is
to accomplish the following goals in the following order of priority:
1. Making the ratio of Yk to Yj equal to γ after taking account of the allocation Realized Losses and
the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the
Principal Reduction Amounts for each of the REMIC I Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making (i) the REMIC I Regular Interest YAA Uncertificated Principal Balance less than or equal to 0.0005
of the sum of the Uncertificated Principal Balances for REMIC I Regular Interest YAA and REMIC I Regular Interest ZAA and
(ii) the REMIC I Regular Interest YBB Uncertificated Principal Balances less than or equal to 0.0005 of the sum of the
Uncertificated Principal Balances for REMIC I Regular Interest YBB and REMIC I Regular Interest ZBB in each case after giving
effect to allocations of Realized Losses and distributions to be made through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Yk and whose denominator is the sum of Yk and Zk
and (b) the fraction whose numerator is Yj and whose denominator is the sum of Yj, and Zj as large as possible while remaining
less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC I Y-I Principal Reduction Amount to accomplish both of
goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals within the requirement that each
REMIC I Y-I Principal Reduction Amount must be less than or equal to the sum of (a) the principal Realized Losses to be allocated on
the related Distribution Date for the related Loan Group and (b) the remainder of the Available Distribution Amount for the related
Loan Group or after reduction thereof by the distributions to be made on such Distribution in respect of interest on the related
REMIC I Regular Interests, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary
shall be made to accomplish goal 1 within such requirement. In the event of any conflict among the provisions of the definition of
the REMIC I Y-I Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth
above within the requirement set forth in the preceding sentence.
REMIC I Y-I Regular Interests: REMIC I Regular Interests Y-I-1 and Y-I-2.
REMIC I Y-I-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Y-I-1 Principal
Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to REMIC I Regular Interest Y-I-1
on such Distribution Date.
REMIC I Regular Interest Y-I-1: The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I
Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-I-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Y-I-2 Principal
Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to REMIC I Regular Interest Y-I-2
on such Distribution Date.
REMIC I Regular Interest Y-I-2: The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I
Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-I Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal
Balances of the REMIC I Z-I Regular Interests will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the REMIC I Available
Distribution Amount for the related Group (i.e. the "related Group" for REMIC I Regular Interest Z-I-1 is the Group I Mortgage Loans
and the "related Group" for REMIC I Regular Interest Z-I-2 is the Group II Mortgage Loans) over the sum of the amounts thereof
distributable (i) in respect of interest on such REMIC I Z-I Regular Interest and the related REMIC I Y-I Regular Interest and (ii)
to such REMIC I Z-I Regular Interest and the related REMIC I Y-I Regular Interest pursuant to clause (c)(i) of the definition of
"REMIC I Distribution Amount" and (y) the amount of Realized Losses allocable to principal for the related Group over (B) the REMIC I
Y-I Principal Reduction Amount for the related Group.
REMIC I Z-I Regular Interests: REMIC I Regular Interests Z-I-1 and Z-I-2.
REMIC I Z-I-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Z-I-1 Principal
Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to REMIC I Regular Interest Z-I-1
on such Distribution Date.
REMIC I Regular Interest Z-I-1: The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I
Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-I-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Z-I-2 Principal
Reduction Amount for such Distribution Date over the principal portion of Realized Losses allocated to REMIC I Regular Interest Z-I-2
on such Distribution Date.
REMIC I Regular Interest Z-I-2: The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I
Regular Interest and is entitled to distributions as set forth herein.
REMIC II: That group of assets contained in the Trust Fund designated as a REMIC consisting of the REMIC I Regular
Interests and any proceeds thereof.
REMIC II Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with respect to the REMIC
I Regular Interests pursuant to Section 6.07.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount shall be distributed by
REMIC II to REMIC III on account of the REMIC II Regular Interests and to the Class R Certificates in respect of Component II
thereof, as follows:
(a) From the portion thereof attributable to the Group I Mortgage Loans, to REMIC III as the holder of REMIC II Regular
Interest LT1, REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular Interest LT4 and REMIC II
Regular Interest LTY-I-1,
(I) pro rata, in an amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B)
any amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(II) in an amount equal to the remainder of such portion of the REMIC II Available Distribution Amount after the
distributions made pursuant to clause (I) above, allocated as follows:
(A) in respect of the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3, REMIC II Regular
Interest LT4 and REMIC II Regular Interest LTY-I-1, their respective Principal Distribution Amounts;
(B) in respect of the REMIC II Regular Interest LT1 any remainder until the Uncertificated Principal
Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3,
REMIC II Regular Interest LT4 and REMIC II Regular Interest LTY-I-1-, pro rata according to their
respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (i)
above, until their respective Uncertificated Principal Balances are reduced to zero; and
(D) any remaining amounts to the Holders of the Class R Certificates in respect of Component II
thereof.
(b) From the portion thereof attributable to the Group II Mortgage Loans, to REMIC III as the holder of REMIC II Regular
Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7, REMIC II Regular Interest LT8 and REMIC II
Regular Interest LTY-I-2,
(I) pro rata, in an amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B)
any amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(II) in an amount equal to the remainder of such portion the REMIC II Available Distribution Amount after the
distributions made pursuant to clause (I) above, allocated as follows:
(A) in respect of the REMIC II Regular Interest LT6, REMIC II Regular Interest LT7, REMIC II Regular
Interest LT8 and REMIC II Regular Interest LTY-I-2, their respective Principal Distribution Amounts;
(B) in respect of the REMIC II Regular Interest LT5 any remainder until the Uncertificated Principal
Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC II Regular Interest LT6, REMIC III Regular Interest LT7,
REMIC II Regular Interest LT8 and REMIC II Regular Interest LTY-I-2, pro rata according to their respective
Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (A) above, until
their respective Uncertificated Principal Balances are reduced to zero; and
(D) any remaining amounts to the Holders of the Class R Certificates in respect of Component II
thereof.
(c) To the extent of the REMIC II Available Distribution Amount for such Distribution Date remaining after payment of the
amounts pursuant to paragraphs (a), and (b) of this definition of "REMIC II Distribution Amount",
(I) first, to each of the REMIC II Regular Interests, pro rata according to the amount of unreimbursed Realized Losses
allocable to principal previously allocated to each such Class, the aggregate amount of any distributions to the
Certificates as reimbursement of Unpaid Realized Loss Amounts on such Distribution Date pursuant to Section 6.01(a);
provided, however, that any amounts distributed pursuant to this paragraph (c)(I) of this definition of "REMIC II
Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any REMIC II Regular
Interest; and
(II) second, to the Component I of the Class R Certificates, the Residual Distribution Amount for Component I of the
Class R Certificates for such Distribution Date.
REMIC II Interests: The REMIC II Regular Interests and Component II of the Class R Certificates.
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal balances of the
REMIC II Regular Xxxxxxxxx XX0, XX0, XX0, XX0, XX0, XX0, XX0, XX0, XXX-X-0 and LTY-I-2, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 =the aggregate principal balance of the REMIC II Regular Interests LT1 and LTY-I-1 after distributions on the prior
Distribution Date
Y2 =the principal balance of the REMIC II Regular Interest LT2 after distributions on the prior Distribution Date.
Y3 =the principal balance of the REMIC II Regular Interest LT3 after distributions on the prior Distribution Date.
Y4 =the principal balance of the REMIC II Regular Interest LT4 after distributions on the prior Distribution Date
(note: Y3 = Y4).
ΔY1 =the aggregate of the REMIC II Regular Interest LT1 and LTY-I-1 Principal Reduction Amounts. Such amount shall be
allocated first to REMIC II Regular Interest LTY-I-1 up to the REMIC I Y-I-1 Principal Reduction Amount and thereafter the remainder
shall be allocated to REMIC II Regular Interest LTY-I-1.
ΔY2 =the REMIC II Regular Interest LT2 Principal Reduction Amount.
ΔY3 =the REMIC II Regular Interest LT3 Principal Reduction Amount.
ΔY4 =the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LTY-I-1 after distributions and
the allocation of Realized Losses on the prior Distribution Date.
P1 =the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LTY-I-1 after distributions and
the allocation of Realized Losses to be made on such Distribution Date.
ΔP =P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LTY-I-1 Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated and Principal Funds to be distributed
with respect to the Class I-A Certificates and the Subordinate Certificates on such Distribution Date (including distributions of
accrued and unpaid interest on the Class B-IO Certificates for prior Distribution Dates).
R0 = the Net Rate Cap for the Class I-A Certificates (stated as a monthly rate) after giving effect to amounts distributed
and Realized Losses allocated on the prior Distribution Date.
R1 = the Net Rate Cap for the Class I-A Certificates (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
α =(Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum of (1) the sum, for all Classes of Class I-A Certificates, of the product for each Class of
(i) the monthly interest rate (as limited by the related Net Rate Cap, if applicable) for such Class applicable for distributions to
be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses on the prior Distribution Date, (2) the sum, for all Classes of Subordinate Certificates, of the
product for each Class of (i) the monthly interest rate (as limited by the related Net Rate Cap, if applicable) for such Class
applicable for distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class
multiplied by a fraction whose numerator is the principal balance of the REMIC I Regular Interest Y-I-1 and whose denominator is the
sum of the principal balances of the REMIC I Regular Interests Y-I-1 and Y-I-2 after distributions and the allocation of Realized
Losses on the prior Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of
the definition of Γ0 exceeds S0 * Q0 and (B) R0*P0.
γ1 = the lesser of (A) the sum of (1) the sum, for all Classes of Class I-A of the product for each Class of (i) the
monthly interest rate (as limited by the related Net Rate Cap, if applicable) for such Class applicable for distributions to be made
on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and
the allocation of Realized Losses to be made on such Distribution Date, (2) the sum, for all Classes of Subordinate Certificates, of
the product for each Class of (i) the monthly interest rate (as limited by the related Net Rate Cap, if applicable) for such Class
applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance
for such Class multiplied by a fraction whose numerator is the principal balance of the REMIC I Regular Interest Y-I-1 and whose
denominator is the sum of the principal balances of the REMIC I Regular Interests Y-I-1 and Y-I-2 after distributions and the
allocation of Realized Losses to be made on such Distribution Date and (3) the amount, if any, by which the sum of the amounts in
clauses (A)(1), (2) and (3) of the definition of γ1 exceeds S1 * Q1 and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 =ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =(α/2){(γ0R1 - γ1R0)/R0R1};
ΔY3 =αΔP - ΔY2; and
ΔY4 =ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y5 =the aggregate principal balance of the REMIC II Regular Interests LT5 and LTY-I-2 after distributions on the prior
Distribution Date.
Y6 =the principal balance of the REMIC II Regular Interest LT6 after distributions on the prior Distribution Date.
Y7 =the principal balance of the REMIC II Regular Interest LT7 after distributions on the prior Distribution Date.
Y8 =the principal balance of the REMIC II Regular Interest LT8 after distributions on the prior Distribution Date
(note: Y7 = Y8).
ΔY5 =the aggregate of the REMIC II Regular Interest LT5 and LTY-I-2 Principal Reduction Amounts. Such amount shall be
allocated first to REMIC II Regular Interest LTY-I-2 up to the REMIC II LTY-I-2 Principal Reduction Amount and thereafter the
remainder shall be allocated to REMIC II Regular Interest LT5.
ΔY6 =the REMIC II Regular Interest LT6 Principal Reduction Amount.
ΔY7 =the REMIC II Regular Interest LT7 Principal Reduction Amount.
ΔY8 =the REMIC II Regular Interest LT8 Principal Reduction Amount.
Q0 =the aggregate principal balance of the REMIC II Regular Interests LT5, LT6, LT7, LT8 and LTY-I-2 after distributions and
the allocation of Realized Losses on the prior Distribution Date.
Q1 =the aggregate principal balance of the REMIC II Regular Xxxxxxxxx XX0, XX0, XX0, XX0, XX-X0 and LTY-I-2 after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔQ =Q0 - Q1 = the aggregate of the REMIC II Regular Interests LT5, LT6, LT7, LT8 and LTY-I-2 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be allocated, and the Principal Funds to be distributed
with respect to the Class II-A-1 Certificates and the Subordinate Certificates on such Distribution Date (including distributions in
respect of accrued and unpaid interest on the Class B-IO Certificates for prior Distribution Dates).
S0 =the Net Rate Cap for the Class II-A-1 Certificates (stated as a monthly rate) after giving effect to amounts distributed
and Realized Losses allocated on the prior Distribution Date.
S1 =the Net Rate Cap for the Class II-A-1 Certificates (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
β =(Y6 + Y7)/Q0. The initial value of α on the Closing Date for use on the first Distribution Date shall be 0.0001.
Γ0 =the lesser of (A) the sum of (1) the product of (i) the monthly interest rate (as limited by the related Net Rate Cap,
if applicable) for the Class II-A-1 Certificates applicable for distributions to be made on such Distribution Date and (ii) the
aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses on the prior
Distribution Date, (2) for all Classes of Subordinate Certificates of the product for each Class of (i) the monthly interest rate (as
limited by the related Net Rate Cap, if applicable) for such Class applicable for distributions to be made on such Distribution Date
and (ii) the aggregate Certificate Principal Balance for such Class multiplied by a fraction whose numerator is the principal balance
of the REMIC I Regular Interest Y-I-2 and whose denominator is the sum of the principal balances of the REMIC I Regular Interests
Y-I-1 and Y-I-2 after distributions and the allocation of Realized Losses on the prior Distribution Date and (3) the amount, if any,
by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of γ0 exceeds R0 * P0 and (B) S0*Q0.
Γ1 =the lesser of (A) the sum of (1) the product of (i) the monthly interest rate (as limited by the related Net Rate Cap,
if applicable) for the Class II-A-1 Certificates applicable for distributions to be made on the next succeeding Distribution Date and
(ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses to be made
on such Distribution Date, (2) for all Classes of Subordinate Certificates of the product for each Class of (i) the monthly interest
rate (as limited by the related Net Rate Cap, if applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class multiplied by a fraction whose
numerator is the principal balance of the REMIC I Regular Interest Y-I-2 and whose denominator is the sum of the principal balances
of the REMIC I Regular Interests Y-I-1 and Y-I-2 after distributions and the allocation of Realized Losses to be made on such
Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of γ1
exceeds R1 * P1 and (B) S1*Q1.
Then, based on the foregoing definitions:
ΔY5 =ΔQ - ΔY6 - ΔY7 - ΔY8;
ΔY6 =(β/2){(Γ0S1 - γ1S0)/S0S1};
ΔY7 =βΔQ - ΔY6; and
ΔY8 =ΔY7.
if both ΔY6 and ΔY7, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY6, as so determined, is negative, then
ΔY6 = 0;
ΔY7 = β{Γ1S0Q0 - Γ0S1Q1}/{Γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
(2)If ΔY7, as so determined, is negative, then
ΔY7 = 0;
ΔY6 = β{Γ1S0Q0 - Γ0S1Q1}/{2S1S0Q1 - Γ1S0};
Δ8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
REMIC II Realized Losses: For any Distribution Date, Realized Losses on the Group I Mortgage Loans for the related Due
Period shall be allocated, as follows: (i) the interest portion of Realized Losses, if any, shall be allocated pro rata to accrued
interest on the REMIC II Regular Interests LT1, LT2, LT4 and LTY-I-1 to the extent of such accrued interest, and (ii) any remaining
interest portions of Realized Losses and any principal portions of Realized Losses shall be treated as principal portions of Realized
Losses and allocated (i) first to the REMIC II Regular Interest LTY-I-1 in the amount that such Realized Losses were allocated to the
REMIC I Regular Interest Y-I-1 (ii) second to the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular
Interest LT4, pro rata according to their respective Principal Reduction Amounts, provided that such allocation to each of the
REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular Interest LT4 shall not exceed their respective
Principal Reduction Amounts for such Distribution Date, and (iii) third the remainder to the REMIC II Regular Interest LT1.
For any Distribution Date, Realized Losses on the Group II Mortgage Loans for the related Due Period shall be allocated, as
follows: (i) the interest portion of Realized Losses, if any, shall be allocated pro rata to accrued interest on the REMIC II
Regular Interests LT5, LT6, LT8 and LTY-I-2 to the extent of such accrued interest, and (ii) any remaining interest portions of
Realized Losses and any principal portions of Realized Losses shall be treated as principal portions of Realized Losses and allocated
(i) first to the REMIC II Regular Interest LTY-I-2 in the amount that such Realized Losses were allocated to the REMIC I Regular
Interest Y-I-2 (ii) second to the REMIC II Regular Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8, pro
rata according to their respective Principal Reduction Amounts, provided that such allocation to each of the REMIC II Regular
Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8 shall not exceed their respective Principal Reduction
Amounts for such Distribution Date, and (ii) any Realized Losses not allocated to any of REMIC II Regular Interest LT6, REMIC II
Regular Interest LT7 or REMIC II Regular Interest LT8 pursuant to the proviso of clause (i) above shall be allocated and (iii) third
the remainder to the REMIC II Regular Interest LT5.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II set forth in
Section 5.01(c)(ii) and issued hereunder and designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest shall
accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC II Interest in Section 5.01(c)(ii), 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 Section 5.01(c)(ii). The designations for the respective REMIC II Regular Interests
are set forth in Section 5.01(c)(ii).
REMIC II Regular Interest LT1: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT1 on such Distribution Date.
REMIC II Regular Interest LT2: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT2 on such Distribution Date.
REMIC II Regular Interest LT3: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT3 on such Distribution Date.
REMIC II Regular Interest LT4: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT4 on such Distribution Date.
REMIC II Regular Interest LT5: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT5 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT5 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT5 on such Distribution Date.
REMIC II Regular Interest LT6: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT6 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT6 on such Distribution Date.
REMIC II Regular Interest LT7: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT7 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT7 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT7 on such Distribution Date.
REMIC II Regular Interest LT8: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT8 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT8 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT8 on such Distribution Date.
REMIC II Regular Interest LTY-I-1: A regular interest in REMIC II that is held as an asset of REMIC III, that has an
initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated
REMIC II Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LTY-I-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Regular Interest LTY-I-1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II
Regular Interest LTY-I-1 on such Distribution Date.
REMIC II Regular Interest LTY-I-2: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LTY-I-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC
II Regular Interest LTY-I-2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II
Regular Interest LTY-I-2 on such Distribution Date.
REMIC III: That group of assets contained in the Trust Fund designated as a REMIC consisting of the REMIC II Regular
Interests and any proceeds thereof.
REMIC III Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with respect to the
REMIC II Regular Interests pursuant to Section 6.07.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution Amount shall be deemed
distributed by REMIC III to the holders of the Certificates (other than the Class B-IO Certificates) on account of the REMIC III
Regular Interests (other than REMIC III Regular Interests B-IO-I and B-IO-P), to REMIC IV on account of REMIC III Regular Interests
B-IO-I and B-IO-P, and to the Class R Certificates in respect of Component III thereof, as follows: to each REMIC III Regular
Interest in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the amount distributed in
respect of interest and principal on the Class or Classes of Certificates bearing the same designation with such amounts having the
same character as interest or principal (with respect to the REMIC III Regular Interest as they have with respect to such Certificate
or Certificates) with the following exceptions: (1) No amount paid to any Certificate in respect of any Basis Risk Shortfall Amount
or Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a related REMIC III Regular Interest;
and (2) amounts paid in respect of Basis Risk Shortfall Amounts and Basis Risk Shortfall Carryforward Amounts to the extent not
derived from any Cap Contract Payment Amount shall be deemed paid with respect to REMIC III Regular Interest B-IO-I in respect of
accrued and unpaid interest thereon. Any remaining amount of the REMIC III Available Distribution Amount shall be distributed to the
holders of the Class R Certificates in respect of Component III thereof.
REMIC III Interests: The REMIC III Regular Interests and Component III of the Class R Certificates.
REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC III set forth in
Section 5.01(c)(iii) and issued hereunder and designated as a "regular interest" in REMIC III. Each REMIC III Regular Interest shall
accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC III Interest in Section 5.01(c)(iii), 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 Section 5.01(c)(iii). The designations for the respective REMIC III Regular
Interests are set forth in Section 5.01(c)(iii).
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of REMIC III Regular Interests
B-IO-I and B-IO-P and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed distributed with respect to REMIC III
Regular Interests B-IO-I and B-IO-P pursuant to Section 6.07.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution Amount shall be deemed
distributed by REMIC IV to the holders of the Class B-IO Certificates on account of the REMIC IV Regular Interests.
REMIC IV Interests: The REMIC IV Regular Interest and the Class R-X Certificates.
REMIC IV Regular Interest: The separate non-certificated beneficial ownership interest in REMIC IV set forth in
Section 5.01(c)(iv) and issued hereunder and designated as a "regular interest" in REMIC IV. The REMIC IV Regular Interest shall
accrue interest at the Uncertificated Pass-Through Rate specified for such REMIC IV Interest in Section 5.01(c)(iv). The designation
for the REMIC IV Regular Interest is set forth in Section 5.01(c)(iv).
REO Property: A Mortgaged Property acquired in the name of the Trustee, for the benefit of Certificateholders, by
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(ii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect thereto) required to be
repurchased by the Sponsor (on its own behalf as a Seller or on behalf of Master Funding) pursuant to the Mortgage Loan Purchase
Agreement, a Subsequent Mortgage Loan Purchase Agreement, Article II or Section 3.21 of this Agreement, an amount equal to the excess
of (i) the sum of (a) 100% of the Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), (b)
accrued but unpaid interest on the Outstanding Principal Balance at the related Mortgage Interest Rate, through and including the
last day of the month of repurchase and (c) any costs and damages (if any) incurred by the Trust in connection with any violation of
such Mortgage Loan of any predatory or abusive lending laws over (ii) any portion of the Master Servicing Compensation, Servicing
Fee, Monthly Advances and advances payable to the purchaser of the Mortgage Loan (if any).
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan by the Sponsor (on its own
behalf as a Seller or on behalf of Master Funding) and any cash deposit in connection with the substitution of a Mortgage Loan, in
each case in accordance with the Mortgage Loan Purchase Agreement.
Request for Release: A request for release in the form attached hereto as Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from
time to time under this Agreement with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Securities Administrator pursuant to Section 4.06
hereof.
Residual Certificate: Any of the Class R Certificates, consisting of three components—Component I, Component II and
Component III—respectively representing ownership of the sole class of residual interest in each of REMIC I, REMIC II and REMIC III,
and the Class R-X Certificates representing ownership of the sole class of residual interest in REMIC IV.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee or the Securities Administrator, as
the case may be (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant
Secretary, any trust officer or any other officer of the Trustee or the Securities Administrator, as the case may be, customarily
performing functions similar to those performed by any of the above designated officers and having direct responsibility for the
administration of this Agreement, and any other officer of the Trustee or the Securities Administrator, as the case may be, to whom a
matter arising hereunder may be referred because of such officer's knowledge of and familiarity with the particular subject.
RMIC: Republic Mortgage Insurance Company.
RMIC Policy: The supplemental lender-paid mortgage insurance policy issued by RMIC, Policy No. N02MD10271.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private Certificate (which is also a Physical
Certificate) which is a Qualified Institutional Buyer as defined under Rule 144A promulgated under the Securities Act, substantially
in the form set forth as Exhibit F-2 hereto.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated thereunder
(including any interpretation thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.18(a)(iii).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment or payments of principal and
interest due during such Due Period on such Mortgage Loan which either is payable by a Mortgagor in such Due Period under the related
Mortgage Note or, in the case of REO Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Xxxxx Fargo Bank, National Association, in its capacity as paying agent or securities
administrator (as applicable) hereunder, or its successor in interest, or any successor securities administrator or paying agent
appointed as herein provided.
Securities Administrator Information: As defined in Section 3.18(c).
Securities Legend: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF
SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT 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 (THE "CODE"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note,
which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda
thereto.
Seller: EMC or Master Funding, in each case, in its capacity as seller of the Mortgage Loans to the Depositor pursuant to
the terms of the Mortgage Loan Purchase Agreement and/or the Subsequent Mortgage Loan Purchase Agreement, as applicable.
Senior Certificates: The Class I-A Certificates and the Class II-A-1 Certificates.
Senior Enhancement Percentage: As to each Distribution Date, the percentage equivalent of a fraction, the numerator of which
is the sum of (i) the aggregate of the Certificate Principal Balance of the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3
and Class B-4 Certificates and (ii) the Overcollateralization Amount, in each case after taking into account the distribution of the
related Principal Distribution Amount on such Distribution Date, and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date.
Servicer Remittance Date: With respect to each Mortgage Loan and the applicable Servicer, the date set forth in the related
Servicing Agreement.
Servicers: Each of Countrywide, EMC, Homebanc, HSBC, Mid America, PHH and Xxxxx Fargo, and their respective permitted
successors and assigns, and any Special Servicer appointed hereunder pursuant to Section 3.22.
Servicing Agreement: Each of the Countrywide Servicing Agreement, EMC Servicing Agreement, Homebanc Servicing Agreement,
HSBC Servicing Agreement, Mid America Servicing Agreement, PHH Servicing Agreement, Xxxxx Fargo Servicing Agreement and any Special
Servicing Agreement entered into after the Closing Date, in each case as modified by the related Assignment Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time
to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product of (i) the Stated Principal
Balance of such Mortgage Loan as of the Due Date in the prior calendar month and (ii) the related Servicing Fee Rate.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage Loan Schedule.
Servicing Officer: The President or a Vice President or Assistant Vice President or other authorized officer of the Master
Servicer having direct responsibility for the administration of this Agreement, and any other authorized officer of the Master
Servicer to whom a matter arising hereunder may be referred.
Significance Estimate: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be
an amount determined based on the reasonable good-faith estimate by the Depositor of the aggregate maximum probable exposure of the
outstanding Certificates to the related Cap Contract.
Significance Percentage: With respect to any Distribution Date, and in accordance with Item 1115 of Regulation AB, shall be
an percentage equal to the Significance Estimate divided by the aggregate outstanding Certificate Principal Balance of the Principal
Certificates, prior to the distribution of the related Principal Distribution Amount on such Distribution Date.
Special Hazard Loss: A Realized Loss attributable to damage or a direct physical loss suffered by a mortgaged property
(including any Realized Loss due to the presence or suspected presence of hazardous wastes or substances on a mortgaged property)
other than any such damage or loss covered by a hazard policy or a flood insurance policy required to be maintained in respect of
such mortgaged property under the Agreement or any loss due to normal wear and tear or certain other causes.
Special Servicer: A special servicer appointed pursuant to Section 3.22.
Special Servicing Agreement: As defined in Section 3.22.
Sponsor: EMC, as a mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day: April 30, 2007.
Stated Principal Balance: With respect to any Mortgage Loan (including Subsequent Mortgage Loans) or related REO Property
and any Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date 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 related Servicer
as recoveries of principal in accordance with this Agreement or the applicable Servicing Agreement with respect to such Mortgage
Loan, that were received by the related Servicer as of the close of business on the last day of the calendar month immediately
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 Mortgage Loan equals zero. References herein to the Stated Principal Balance of a Loan Group
at any time shall mean the aggregate Stated Principal Balance of all Mortgage Loans in such Loan Group.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of
the Class A Certificates has been reduced to zero and (ii) the later to occur of (a) the Distribution Date in May 2010 and (b) the
first Distribution Date on which the sum of the aggregate Certificate Principal Balance of the Class M-1, Class M-2, Class B-1, Class
B-2, Class B-3 and Class B-4 Certificates and the Overcollateralization Amount divided by the Stated Principal Balance of the
Mortgage Loans for such Distribution Date is greater than or equal to 16.80%.
Subordinate Certificates: The Offered Subordinate Certificates and the Non-Offered Subordinate Certificates.
Subsequent Cut-off Date: With respect to the Subsequent Mortgage Loans sold to the Trust pursuant to a Subsequent Transfer
Instrument, the later of (i) the first day of the month in which the related Subsequent Transfer Date occurs or (ii) the date of
origination of such Mortgage Loan.
Subsequent Mortgage Loan Purchase Agreement: The agreements between EMC, as seller, and the Depositor, as purchaser, and all
amendments thereof and supplements thereto, regarding the transfer of the Subsequent Mortgage Loans by EMC to the Depositor, a form
of which is attached as Exhibit K.
Subsequent Mortgage Loans: The Mortgage Loans which will be acquired by the Trust during the Pre-Funding Period with amounts
on deposit in the Pre-Funding Account, which Mortgage Loans will be held as part of the Trust Fund and included in Loan Group I.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related Prepayment Period by the related
Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 4.05) or surplus amounts held by the related
Servicer to cover estimated expenses (including, but not limited to, recoveries in respect of the representations and warranties made
by the Sponsor or Master Funding pursuant to the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage Loan
or the disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss, after liquidation or
disposition of such Mortgage Loan.
Subsequent Transfer Date: With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent
Mortgage Loans are sold to the Trust.
Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the
Trustee at the written direction of the Seller and substantially in the form attached hereto as Exhibit S, by which Subsequent
Mortgage Loans are transferred to the Trust Fund.
Substitute Mortgage Loan: A mortgage loan tendered to the Trustee pursuant to the related Servicing Agreement, the Mortgage
Loan Purchase Agreement, a Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in each
case, (i) which has an Outstanding Principal Balance not greater nor materially less than the Mortgage Loan for which it is to be
substituted; (ii) which has a Mortgage Interest Rate and Net Rate not less than, and not materially greater than, such Mortgage Loan;
(iii) which has a maturity date not materially earlier or later than such Mortgage Loan and not later than the latest maturity date
of any Mortgage Loan; (iv) which is of the same property type and occupancy type as such Mortgage Loan; (v) which has a Loan-to-Value
Ratio not greater than the Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of principal and interest as
of the date of substitution; (vii) as to which the payment terms do not vary in any material respect from the payment terms of the
Mortgage Loan for which it is to be substituted; and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage
Rate no less than those of such Mortgage Loan, has the same Index and interval between Interest Adjustment Dates as such Mortgage
Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Mortgage Loan Seller to the Securities
Administrator for deposit in the Distribution Account pursuant to Section 2.04 in connection with the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Securities Administrator and any successor thereto or assignee thereof shall
serve as tax administrator hereunder and as agent for the Tax Matters Person. The Holder of the largest percentage interest of each
Class of Residual Certificates shall be the Tax Matters Person for the related 2007-3 REMIC, as more particularly set forth in
Section 9.12 hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in connection with the
repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: With respect to any Distribution Date, an event that exists if (i) the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more days Delinquent (including for this purpose any such
Mortgage Loans in bankruptcy or foreclosure and the Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust) by (y) the aggregate Stated Principal Balance of the Mortgage Loans in the mortgage pool, in each case, as of
the close of business on the last day of the prior calendar month, exceeds 40.00% of the Current Specified Enhancement Percentage or
(ii) the aggregate amount of Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date and any amounts in the Pre-funding Account as of the Closing Date
exceeds the applicable percentage set forth below:
Months Percentage
_______________________________________________
37 - 48 0.60%
49 - 60 1.05%
61 - 72 1.45%
73+ 1.75%
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the Mortgage Loans and the other
assets described in Section 2.01(a) and the Guaranty relating to the Class II-A-1 Certificates.
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as herein provided.
2007-3 REMIC: Any of REMIC I, REMIC II, REMIC III and REMIC IV.
Uncertificated Interest: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one
month's interest at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular
Interest. In each case, for purposes of the distributions, Uncertificated Interest will be reduced by the interest portion of any
Realized Losses and Net Interest Shortfalls allocated, with respect to the REMIC I Regular Interests, to such REMIC Regular Interests
pursuant to the definition of Realized Loss with respect to the REMIC II Regular Interests pursuant to the definition of REMIC II
Realized Losses and with respect to the REMIC III Regular Interests and the REMIC IV Regular Interests, to the same extent and
amounts and allocated to the Class of Certificate bearing the same designation.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and REMIC Interest, the pass-through rate of each
such REMIC Interest set forth in Section 5.01(c).
Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of any date of determination. As
of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall equal the amount set forth in the
Section 5.01(c)(i) hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC I Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of the
Certificate Principal Balances thereof on such Distribution Date pursuant to the definition of Realized Losses and, second, the
amounts deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests pursuant to Section
6.07. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall equal the amount set
forth in the Section 5.01(c)(ii) hereto as its Initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall be reduced by the sum of (i) the principal definition of
REMIC II Realized Loss and (ii) the amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II
Regular Interests pursuant to Section 6.07. As of the Closing Date, the Uncertificated Principal Balance of each REMIC III Regular
Interest shall equal the amount set forth in the Section 5.01(c)(iii) hereto as its Initial Uncertificated Principal Balance. On each
Distribution Date, the Uncertificated Principal Balance of each REMIC III Regular Interest shall be reduced, first, by the portion of
Realized Losses allocated in reduction of the Certificate Principal Balances of the Classes of Certificates bearing the same
designations on such Distribution Date and, second, by all distributions of principal made on the Classes of Certificates bearing the
same designations on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of the REMIC IV Regular
Interest shall equal the amount set forth in Section 5.01(c)(iv) as its Initial Uncertificated Principal Balance.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that the complete restoration of
such Mortgaged Property or related REO Property is not fully reimbursable by the hazard insurance policies required to be maintained
pursuant the Servicing Agreement, without regard to whether or not such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership (including an entity treated
as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of, the United States or
any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations), provided
that, for purposes solely of the Residual Certificates, no partnership or other entity treated as a partnership for United States
federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United States federal income tax purposes are United States
Persons, or an estate whose income is subject to United States federal income tax regardless of its source, 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 such United
States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the
Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust
treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a
United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous
sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and any Class of Principal Certificates, is the excess of
(i) Applied Realized Loss Amounts with respect to such Class over (ii) the sum of all distributions in reduction of the Applied
Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to a Class of Certificates in respect of any
Unpaid Realized Loss Amount will not be applied to reduce the Certificate Principal Balance of such Class.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and any successor thereto.
Xxxxx Fargo Servicing Agreement: Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of
November 1, 2005, between Xxxxx Fargo and EMC, and as further amended by the related Assignment Agreement.
Widely Held Fixed Investment Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(22) or successor
provisions.
Widely Held Fixed Investment Trust Regulations": Treasury Regulations section 1.671-5, as amended.
Widely Held Mortgage Trust : As such term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor concurrently with the execution and delivery of
this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the
Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Initial
Mortgage Loans after the Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, but excluding any
payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or
are required by the terms of this Agreement to be credited to the Distribution Account (iii) such assets relating to the Mortgage
Loans as from time to time may be held by the Servicers in Protected Accounts and the Securities Administrator in the Distribution
Account in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the Securities Administrator
in the Reserve Fund in the name of the Trustee on behalf of the Trust for the benefit of the Offered Certificates and the Class
II-A-1, Class B-4 and Class B-IO Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid
or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan
Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreement to the extent provided in Section 2.03(a), (vii) the rights
with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders
by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii) such assets as shall from time
to time be credited or are required by the terms of this Agreement to be credited to the Pre-funding Account, the Pre-funding Reserve
Account, the Interest Coverage Account, the Distribution Account and the Reserve Fund and (ix) any proceeds of the foregoing.
Although it is the intent of the parties to this Agreement that the conveyance of the Depositor's right, title and interest in and to
the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan,
in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall
be deemed to have granted to the Trustee a first priority perfected security interest in all of the Depositor's right, title and
interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security
agreement under applicable law. The Depositor, the Seller and the Trustee agree that it is not intended that any Mortgage Loan be
conveyed to the Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November
27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (iii) a "High
Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a
"High-Cost Home Loan" as defined by the Indiana High Cost Home Loan Law effective January 1, 2005. The Class II-A-1
Certificateholders will also have the benefit of the Guaranty.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with the Trustee or the related
Custodian, on behalf of the Trustee, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the Trustee or (B) in the case of
a Mortgage Loan registered on the MERS system, in blank, and in each case showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or lost note affidavit together with a copy of the related Mortgage
Note,
(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 if the original is not available, a
copy), with evidence of such recording indicated thereon (or if clause (w) in the proviso below applies, shall be in recordable form),
(iii) unless the Mortgage Loan is assigned in the name of MERS, a certified copy of the assignment (which may be
in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to "Citibank, N.A.,
as Trustee", with evidence of recording with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in
the proviso below applies or for Mortgage Loans with respect to which the related Mortgaged Property is located in a state other than
Maryland, Tennessee, South Carolina, Mississippi and Florida, or an Opinion of Counsel has been provided as set forth in this
Section 2.01(b), shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and only to the extent available to
the Depositor with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage guaranty insurance, to the extent
available, if any,
(vi) the original policy of title insurance, or a copy thereof, or mortgagee's certificate of title insurance or
commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents, under the circumstances set
forth below: (w) in lieu of the original Security Instrument, 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 Security Instrument required
to be included thereon, be delivered to recording offices for recording and have not been returned to the Depositor in time to permit
their delivery as specified above, the Depositor may deliver, or cause to be delivered, a true copy thereof with a stamp on the face
of such copy, substantially as follows: "Certified to be a true and correct copy of the original"; (x) in lieu of the Security
Instrument, assignment to the Trustee 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 photocopies of such
documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such
documents were recorded; and (y) the Depositor shall not be required to deliver intervening assignments or Mortgage Note endorsements
between the applicable Seller and the Depositor, and between the Depositor and the Trustee; 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, and in the case of
Subsequent Mortgage Loans which have been prepaid in full after the related Subsequent Cut-off Date and prior to the related
Subsequent Transfer Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee or the Custodian, on
its behalf, a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Distribution
Account on the Closing Date or the related Subsequent Transfer Date, as the case may be. The Depositor shall deliver such original
documents (including any original documents as to which certified copies had previously been delivered) to the Trustee or the
Custodian, on its behalf, promptly after they are received. The Depositor shall cause the Sponsor (on its own behalf and on behalf
of Master Funding), at its expense, to cause each assignment of the Security Instrument to the Trustee to be recorded not later than
180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel
addressed to the Trustee and the Guarantor has been provided to the Trustee and the Guarantor (with a copy to the Custodian) which
states that recordation of such Security Instrument is not required to protect the interests of the Certificateholders in the related
Mortgage Loans or (b) 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 Sponsor and Master Funding and its successor and assigns; provided, however, that each assignment
shall be submitted for recording by the Sponsor (on its own behalf and on behalf of Master Funding) in the manner described above, at
no expense to the Trust or the Trustee or the Custodian, on its behalf, upon the earliest to occur of: (i) reasonable direction by
the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust, (ii) the occurrence
of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor and (iv) the
occurrence of a servicing transfer as described in Section 8.02 hereof.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee acknowledges the sale, transfer and assignment of
the Trust Fund to it (or the Custodian, on its behalf) by the Depositor and receipt of, subject to further review and the exceptions
which may be noted pursuant to the procedures described below, and declares that it holds, the documents (or certified copies
thereof) delivered to it or the Custodian, on its behalf, pursuant to Section 2.01, and declares that it (or the Custodian, on its
behalf) will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it (or the Custodian, on its behalf) as Trustee in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, with respect to the Initial Mortgage Loans, or the Subsequent Transfer Date with
respect to the Subsequent Mortgage Loans, the Custodian shall acknowledge with respect to each Mortgage Loan by delivery to the
Depositor, the Master Servicer, the Guarantor (if applicable, as provided in the related Custodial Agreement) and the Trustee of an
Initial Certification substantially in the form of Exhibit One to the related Custodial Agreement, receipt of the Mortgage File, but
without review of such Mortgage File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage
Note or lost note affidavit. No later than 90 days after the Closing Date (or within 90 days of the Subsequent Transfer Date, with
respect to the Subsequent Mortgage Loans, or with respect to any Substitute Mortgage Loan, within five Business Days after the
receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Certificateholders, to review or cause to be
reviewed by the Custodian on its behalf (under the related Custodial Agreement), each Mortgage File delivered to it and to execute
and deliver, or cause to be executed and delivered, to the Depositor, the Master Servicer, the Guarantor (if applicable, as provided
in the related Custodial Agreement) and the Trustee an Interim Certification substantially in the form annexed as Exhibit Two to the
related Custodial Agreement. In conducting such review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether
all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate,
determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as
identified in the Mortgage Loan Schedule. In performing any such review, the Trustee or the Custodian, on its behalf, 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 has not
been executed or 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 the Subsequent Mortgage Loans identified on Exhibit 1 to the related
Subsequent Transfer Instrument, as the case may be, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically
altered) (a "Material Defect"), the Trustee or the Custodian, on its behalf, shall upon completion of the review of all files, but in
no event later than 90 days after the Closing Date, notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement or
the Subsequent Mortgage Loan Purchase Agreement, the Sponsor (on its own behalf and on behalf of Master Funding) shall correct or
cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, on its behalf, of the defect
and if the Sponsor (on its own behalf and on behalf of Master Funding) fails to correct or cure the defect within such period, and
such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the
Custodian, on its behalf, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement or the Subsequent
Mortgage Loan Purchase Agreement, as the case may be, within 90 days from the Trustee's or the Custodian's notification, to purchase
such Mortgage Loan (on its own behalf and on behalf of Master Funding) at the Repurchase Price; provided that, if such defect would
cause the Mortgage Loan to be other than a "qualified mortgage" as defined in 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), any such cure or repurchase must occur within 90 days from the
date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor (on its own
behalf 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,
the Sponsor (on its own behalf and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan if the Sponsor
delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date
or Subsequent Transfer Date, as applicable. The foregoing repurchase obligation shall not apply in the event that the Sponsor (on
its own behalf 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
the Sponsor (on its own behalf 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 confirming that such documents have been accepted for recording, and delivery to
the Trustee or the Custodian, on its behalf, shall be effected by the Sponsor (on its own behalf and on behalf of Master Funding)
within thirty days of its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date (or within 180 days of the Subsequent Transfer Date, with respect to
the Subsequent Mortgage Loans or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the
Trustee or the Custodian thereof), the Trustee or the Custodian, on its behalf, will review, for the benefit of the
Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the
Depositor, the Master Servicer, the Guarantor (if applicable, as provided in the related Custodial Agreement) and the Trustee a Final
Certification, substantially in the form annexed as Exhibit Three to the related Custodial Agreement. In conducting such review, the
Trustee or the Custodian, on its behalf, will ascertain whether an original of each document required to be recorded has been
returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording
office. If the Trustee or the Custodian, on its behalf, finds a Material Defect, the Trustee or the Custodian, on its behalf, shall
upon completion of the review of all files, but in no event later than 180 days after the Closing Date, notify the Sponsor and the
Guarantor (provided, however, that with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the Trustee's
and Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the Custodian, on behalf of the
Trustee, pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan
Purchase Agreement, the Sponsor (on its own behalf and on behalf of Master Funding) shall correct or cure any such defect within 90
days from the date of notice from the Trustee, the Guarantor, if applicable, or the Custodian, on its behalf, of the Material Defect
and if the Sponsor (on its own behalf and on behalf of Master Funding) is unable to cure such defect within such period, and if such
defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall
enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement (on its own behalf and on behalf of Master Funding) or
the Subsequent Mortgage Loan Purchase Agreement, to provide a Substitute Mortgage Loan (if within two years of the Closing Date) or
purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in 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), any such cure, repurchase or substitution must occur within 90 days from the date
such breach was discovered; provided, further, that if such defect relates solely to the inability of the Sponsor (on its own behalf
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, the Sponsor (on
its own behalf and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan, if the Sponsor (on its own
behalf 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 or Subsequent Transfer Date, as applicable. The foregoing repurchase obligation shall not
apply in the event that the Sponsor (on its own behalf 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 the Sponsor (on its own behalf 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 confirming that such documents have
been accepted for recording, and delivery to the Trustee or the Custodian, on its behalf, shall be effected by the Sponsor or Master
Funding within thirty days of its receipt of the original recorded document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor (on its own behalf as Seller or on behalf of Master
Funding) in accordance with Sections 2.02(a) or (b) above, the Sponsor shall remit to the Securities Administrator, the Repurchase
Price for deposit in the Distribution Account and the Sponsor shall provide to the Securities Administrator and the Trustee written
notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Distribution Account, the
Depositor shall notify the Trustee and the Custodian, on behalf of the Trustee (upon receipt of a Request for Release in the form of
Exhibit D-1 or Exhibit D-2, as applicable, attached hereto with respect to such Mortgage Loan), shall release to the Sponsor the
related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse,
representation or warranty, furnished to it by the Sponsor, as are necessary to vest in the Sponsor title to and rights under the
Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is
received by the Securities Administrator. The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Trustee, the Securities Administrator, the Master Servicer, each Custodian, the Guarantor and the Rating Agencies
of such amendment. The obligation of the Sponsor (on its own behalf and on behalf of Master Funding) to repurchase any Mortgage Loan
as to which such a defect in a constituent document exists shall be the sole remedy respecting such defect available to the
Certificateholders or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement and Subsequent Mortgage Loan Purchase
Agreements. (a) The Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and
interest in the Mortgage Loan Purchase Agreement and Subsequent Mortgage Loan Purchase Agreement, including but not limited to the
Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Sponsor has retained the right in the event
of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related
Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The
obligations of the Sponsor (on its own behalf and on behalf of Master Funding) to substitute or repurchase, as applicable, a Mortgage
Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the
Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to
carry out such enforcement.
(b) If the Depositor, the Master Servicer, the Guarantor, or the Trustee discovers a breach of any of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement,
which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage
Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Sponsor (on its own
behalf and on behalf of Master Funding), within 90 days of its discovery or receipt of notice that such breach has occurred
(whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement, the
Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any
property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth
in the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related
property acquired with respect thereto has been sold, then the Sponsor (on its own behalf and on behalf of Master Funding) shall pay,
in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If
the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Sponsor to the extent not required by law
to be paid to the borrower.) Any such purchase by the Sponsor (on its own behalf and on behalf of Master Funding) shall be made by
providing an amount equal to the Repurchase Price to the Securities Administrator for deposit in the Distribution Account and written
notification detailing the components of such Repurchase Price. The Depositor shall notify the Trustee and submit to the Trustee or
the Custodian, on its behalf, a Request for Release, and the Trustee shall cause the Custodian to release, to the Sponsor the related
Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Sponsor (on
its own behalf and on behalf of Master Funding), without recourse, representation or warranty as are necessary to vest in the Sponsor
title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have
occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Sponsor shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Trustee, the Securities Administrator, the
Master Servicer, the Custodian, the Guarantor and the Rating Agencies of such amendment. Enforcement of the obligation of the
Sponsor (on its own behalf and on behalf of Master Funding) to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage
Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a
breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or
the Trustee on their behalf.
In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Sponsor (on its own behalf and on
behalf of Master Funding) shall furnish to the Securities Administrator an Officer's Certificate, signed by a duly authorized officer
of the Sponsor to the effect that such repurchase has been made in accordance with the terms and conditions of this Agreement and
that all conditions precedent to such repurchase or substitution have been satisfied, including the delivery to the Securities
Administrator 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. Solely for purposes of the Securities Administrator providing an Assessment of Compliance, upon receipt of such
documentation, the Securities Administrator shall approve such repurchase, as applicable, and which approval shall consist solely of
the Securities Administrator's receipt of such documentation and deposits. It is understood and agreed that the obligation under
this Agreement of the Sponsor (on its own behalf and on behalf of Master Funding) 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 Sponsor and Master Funding respecting
such breach available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Notwithstanding the foregoing, if either the Sponsor or the Depositor is liable for a breach under this Section 2.03, it
shall promptly reimburse the Guarantor for all expenses (if any) incurred by the Guarantor in respect of enforcing the remedies for
such breach.
Section 2.04. Substitution of Mortgage Loans. Notwithstanding anything to the contrary in this Agreement, in lieu of
purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement, Subsequent Mortgage Loan Purchase Agreement or Sections
2.02 or 2.03 of this Agreement, the Sponsor (on its own behalf and on behalf of Master Funding) may, no later than the date by which
such purchase by the Sponsor would otherwise be required, tender to the Trustee a Substitute Mortgage Loan accompanied by a
certificate of an authorized officer of the Sponsor that such Substitute Mortgage Loan conforms to the requirements set forth in the
definition of "Substitute Mortgage Loan" in the Mortgage Loan Purchase Agreement, Subsequent Mortgage Loan Purchase Agreement or this
Agreement, as applicable; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement, Subsequent Mortgage
Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be permitted after the
termination of the two-year period beginning on the Startup Day; provided, further, that if the breach would cause the Mortgage Loan
to be other than a "qualified mortgage" as defined in 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), any such cure or substitution must occur within 90 days from the date the breach was
discovered. The Sponsor will promptly notify the Master Servicer, the Guarantor and the Securities Administrator of any such
substitution. The Trustee or the Custodian, on its behalf, shall examine the Mortgage File for any Substitute Mortgage Loan in the
manner set forth in Section 2.02(a) and the Trustee or the Custodian, on its behalf, shall notify the Sponsor, in writing, within
five Business Days after receipt, whether or not the documents relating to the Substitute Mortgage Loan satisfy the requirements of
the fourth sentence of Section 2.02(a). Within two Business Days after such notification, the Sponsor (on its own behalf and on
behalf of Master Funding) shall provide to the Securities Administrator for deposit in the Distribution Account the amount, if any,
by which the Outstanding Principal Balance as of the next preceding Due Date of the Mortgage Loan for which substitution is being
made, after giving effect to the Scheduled Principal due on such date, exceeds the Outstanding Principal Balance as of such date of
the Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such date, which amount shall be treated for the
purposes of this Agreement as if it were the payment by the Sponsor of the Repurchase Price for the purchase of a Mortgage Loan by
the Sponsor. After such notification to the Sponsor and, if any such excess exists, upon receipt of such deposit, the Trustee shall
accept such Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. 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 Trust Fund 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 Sponsor. The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the
property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the substitution is made due on such Due Date
shall be the property of the Trust Fund. Upon acceptance of the Substitute Mortgage Loan (and delivery to the Trustee or the
Custodian as agent of the Trustee, as applicable, of a Request for Release for such Mortgage Loan), the Trustee or the Custodian, on
its behalf, shall release to the Sponsor the related Mortgage File related to any Mortgage Loan released pursuant to the Mortgage
Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall
execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty in form as provided to it
as are necessary to vest in the Sponsor title to and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement, the Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable. The Sponsor (on its own
behalf and on behalf of Master Funding) shall deliver the documents related to the Substitute Mortgage Loan in accordance with the
provisions of the Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase Agreement or Sections 2.01(b) and 2.02(b)
of this Agreement, as applicable, with the date of acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for
purposes of the time periods set forth in those Sections. The representations and warranties set forth in the Mortgage Loan Purchase
Agreement and the Subsequent Mortgage Loan Purchase Agreement shall be deemed to have been made by the Sponsor with respect to each
Substitute Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee. The Sponsor shall amend the Mortgage
Loan Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to the Trustee, the
Securities Administrator, the Guarantor, the Master Servicer, each Custodian and the Rating Agencies.
In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the Sponsor shall furnish to the
Securities Administrator an Officer's Certificate, signed by a duly authorized officer of the Sponsor to the effect that such
substitution has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such
substitution have been satisfied, including the delivery to the Securities Administrator 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. Solely for purposes of the Securities Administrator
providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
substitution, as applicable, and which approval shall consist solely of the Securities Administrator's receipt of such documentation
and deposits. It is understood and agreed that the obligation under this Agreement of the Sponsor (on its own behalf and on behalf
of Master Funding) 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 Sponsor and Master Funding respecting such breach available to Certificateholders, the
Depositor, the Trustee or the Securities Administrator.
Section 2.05. Issuance of Certificates. (a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the
other assets comprising the Trust Fund and, concurrently therewith, the Securities Administrator has signed, and countersigned and
delivered to the Depositor, in exchange therefor, Certificates in such authorized denominations representing such Fractional
Undivided Interests as the Depositor has requested. The Trustee (or the Custodian, on its behalf) agrees that it will hold the
Mortgage Loans and such other assets as may from time to time be delivered to it (or the Custodian, on its behalf) segregated on the
books of the Trustee (or the Custodian, on its behalf) in trust for the benefit of the Certificateholders.
(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 (i) the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the REMIC II Interests, (ii) the REMIC II Regular Interests
and the other assets of REMIC III for the benefit of the holders of the REMIC III Interests, and (iii) the REMIC III Regular
Interests B-IO-I and B-IO-P and the other assets of REMIC IV for the benefit of the holders of the REMIC IV Interests. The Trustee
acknowledges receipt of the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests B-IO-I and B-IO-P
(each of which are uncertificated) and the other assets of REMIC II, REMIC III and REMIC IV, 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 Interests, REMIC III Interests and the REMIC IV
Interests, as applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby represents and warrants to
the Trustee, the Guarantor, the Master Servicer and the Securities Administrator as follows:
(a) the Depositor is duly organized and is validly existing as a corporation 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;
(b) the Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution,
delivery and performance of this Agreement, and this Agreement, assuming the due authorization, execution and delivery hereof by the
other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in
accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law;
(c) 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 material breach of any term or provision of the articles of incorporation or bylaws 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 indenture or other 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;
(d) 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;
(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 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
(f) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not
subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full
right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest.
(g) 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 if required) and has been subject to such filing requirements for the past 90
days.
Section 2.07. Conveyance of Subsequent Mortgage Loans. (a) Subject to the conditions set forth in paragraph (b)
below, in consideration of the Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor
of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell,
transfer, assign, set over and convey without recourse to the Trust Fund (subject to the other terms and provisions of this
Agreement) all its right, title and interest in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule
attached to the related Subsequent Transfer Instrument delivered by the Sponsor on such Subsequent Transfer Date, (ii) all interest
accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due after the
Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01
and the other items in the related Mortgage Files; provided, however, that the Sponsor reserves and retains all right, title and
interest in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the related Subsequent Cut-off
Date. The transfer to the Trust for deposit in Loan Group I by the Depositor of the Subsequent Mortgage Loans identified on the
related Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Sponsor, the Master Servicer, the Securities
Administrator, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by
the Depositor to the Trust. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee or the
applicable Custodian, on its behalf, at least three Business Days prior to the related Subsequent Transfer Date.
The purchase price paid by the Trust from amounts released by the Paying Agent from the Pre-Funding Account shall be 100% of
the aggregate Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule
provided by the Depositor). This Agreement shall constitute a fixed price purchase contract in accordance with Section
860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust for deposit in Loan Group I, the Subsequent
Mortgage Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Paying Agent shall
release funds from the Pre-Funding Account in an amount equal to the Subsequent Mortgage Loans purchased on the related Subsequent
Transfer Date, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which
shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Mortgage Loan Seller shall cause to be
delivered to the Trustee and the Master Servicer, at least three Business Days prior to the related Subsequent Transfer
Date, a computer file containing such Mortgage Loan Schedule;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three Business Days prior to the
related Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers,
then a written acknowledgement of each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the
related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and
Assignment Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master
Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument,
substantially in the form of Exhibit S, the Depositor shall not be insolvent nor shall it have been rendered insolvent by
such transfer nor shall it be aware of any pending insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust or the
Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be
adverse to the interests of the Certificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the
satisfaction of the conditions precedent specified in this Section 2.07 and, pursuant to the Subsequent Transfer Instrument,
assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the
Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain conditions
including, but not limited to, the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and warranties specified in the related
Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that it believes to be adverse to
the interests of the Certificateholders;
(iii) As of the related Subsequent Cut-off Date, each such Subsequent Mortgage Loan will satisfy the following
criteria:
(A) Such Subsequent Mortgage Loan may not be 30 or more days Delinquent as of the last day of the
month preceding the related Subsequent Cut-off Date;
(B) The original term to stated maturity of such Subsequent Mortgage Loan will not be less than 180
months and will not exceed 480 months;
(C) Each Subsequent Mortgage Loan must be a Six Month LIBOR, One Year Treasury or One-Year LIBOR
adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;
(D) No Subsequent Mortgage Loan will have a first payment date occurring after August 1, 2007;
(E) The latest maturity date of any Subsequent Mortgage Loan will be no later than August 1, 2047;
(F) Such Subsequent Mortgage Loan will have a credit score of not less than 520;
(G) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of the related Subsequent
Cut-off Date greater than 16.00%; and
(H) Such Subsequent Mortgage Loan shall have been underwritten in accordance with the underwriting
guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, the Subsequent Mortgage Loans in the aggregate will satisfy the following
criteria:
(i) Have a weighted average Gross Margin ranging from 2.000% to 2.500% per annum;
(ii) Have a weighted average credit score greater than 650;
(iii) Have no less than 75% of the Mortgaged Properties be owner occupied;
(iv) Have no less than 70% of the Mortgaged Properties be single family detached or planned unit developments;
(v) Have no more than 45% of the Subsequent Mortgage Loans be cash out refinance;
(vi) Have all of such Subsequent Mortgage Loans with a Loan-to-Value Ratio greater than 80% be covered by a
Primary Insurance Policy;
(vii) Have a weighted average maximum mortgage rate greater than or equal to 12.000%; and
(viii) Be acceptable to the Rating Agencies.
To the extent that the Pre-Funded Amount on deposit in the Pre-Funding Account has not been fully applied to the purchase of
subsequent mortgage loans on or before July 15, 2007, the holders of Class I-A Certificates will receive on the Distribution Date
immediately following July 15, 2007, the Remaining Pre-Funded Amount.
Any Remaining Pre-Funded Amount transferred to the Interest Coverage Account will be included in Principal Funds.
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with
conservation of the Trust Fund and the making of distributions to the Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. 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 2.08 may not be amended.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Master Servicer. The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers
to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements 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. The Master Servicer shall comply in the performance of all reasonable rules and requirements of RMIC
under the RMIC Policy, with respect to paying RMIC premiums under the RMIC Policy on behalf of the Trust. 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 each 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
each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under its applicable Servicing Agreement. The Master Servicer shall independently and separately monitor
each 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 Servicers' and Master
Servicer's records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the
Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 6.04, and prepare any
other information and statements required to be forwarded by the Master Servicer hereunder. The Master Servicer shall reconcile the
results of its Mortgage Loan monitoring with the actual remittances of the Servicers as reported to the Master Servicer.
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. If the Servicing Agreement 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 related Servicing
Agreement and that any conditions to such modification set forth in the related Servicing Agreement have been satisfied.
Furthermore, if the related Servicing Agreement 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
related Servicing Agreement, and the Master Servicer shall notify the Depositor and the Guarantor 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 Servicers and the Master Servicer, upon written request from a Servicing Officer, with any
powers of attorney, in substantially the form attached hereto as Exhibit O, and upon written request from a Servicing Officer, other
documents in form as provided to it necessary or appropriate to enable the Servicers and the Master Servicer to service and
administer the related Mortgage Loans and REO Property.
The Trustee (or Custodian, on its behalf) shall provide access to the records and documentation in possession of the Trustee
(or Custodian, on its behalf) 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, or Custodian on its behalf; provided, however,
that, unless otherwise required by law, the Trustee, or Custodian on its behalf, shall not 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, or
Custodian on its behalf, 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 or Custodian's actual costs.
The Trustee shall execute, upon the Servicer's written instruction (which includes the documents to be signed), and deliver
to the Servicer and the Master Servicer 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 3.02. REMIC-Related Covenants. For as long as each 2007-3 REMIC shall exist, the Trustee and the Securities
Administrator shall act in accordance herewith to assure continuing treatment of such 2007-3 REMIC as a REMIC, and the Trustee and
the Securities Administrator shall comply with any directions of the Depositor, the related Servicer, the Guarantor or the Master
Servicer to assure such continuing treatment. In particular, the Securities Administrator shall not (a) sell or authorize the sale
of all or any portion of the Mortgage Loans or of any investment of deposits in an Account (except as otherwise expressly permitted
by this Agreement) unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Securities
Administrator has received a REMIC Opinion addressed to the Securities Administrator prepared at the expense of the Trust Fund; and
(b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase
Agreement or Section 2.02, Section 2.04 or Section 4.09 of this Agreement, as applicable, accept any contribution to any 2007-3 REMIC
after the Startup Day without receipt of a REMIC Opinion addressed to the Securities Administrator prepared at the expense of the
Trust Fund.
Section 3.03. Monitoring of Servicers. (a) The Master Servicer shall be responsible for reporting to the Trustee, the
Securities Administrator, the Guarantor and the Depositor the non-compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer's activities, the Master Servicer may rely upon an officer's certificate of the
Servicer (or similar document signed by an officer of the Servicer) with regard to such Servicer's compliance with the terms of its
Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that a Servicer (other than Xxxxx Fargo)
should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such 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 Depositor, the Guarantor and the Trustee in writing thereof and, subject to subsection (b) below, 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, the Guarantor and the Certificateholders, shall enforce the
obligations of each Servicer under the related Servicing Agreement, and, in the event that a Servicer fails to perform its
obligations in accordance with the related Servicing Agreement:
(i) the Master Servicer, with the consent of the Guarantor (other than with respect to a termination of a Servicer
for any failure by such Servicer to make any required remittance or Monthly Advance under the related Servicing Agreement), provided
that such consent shall not be unreasonably delayed or withheld, may terminate the rights and obligations of such Servicer
thereunder, in accordance with the terms of the underlying Servicing Agreement, and the Master Servicer may act as successor servicer
of the related Mortgage Loans (or, in the case of Xxxxx Fargo, shall notify the Trustee and the Guarantor in writing of the failure
of Xxxxx Fargo to perform its obligations under the Xxxxx Fargo Servicing Agreement, in which case the Trustee, with the consent of
the Guarantor, shall terminate the rights and obligations of Xxxxx Fargo as Servicer and select a successor servicer of the related
Mortgage Loans) or cause the Trustee to enter into a new Servicing Agreement, which Servicing Agreement shall be substantially
similar to the existing Servicing Agreement in all material respects, with a successor servicer selected by the Master Servicer, (or,
in the case of Xxxxx Fargo as Servicer, the Trustee) with the consent of the Guarantor, which consent shall not be unreasonably
delayed or withheld; or
(ii) the Guarantor may terminate the rights and obligations of such Servicer thereunder, in accordance with the
terms of the underlying Servicing Agreement, and cause the Trustee to enter into a new Servicing Agreement, which Servicing Agreement
shall be substantially similar to the existing Servicing Agreement in all material respects, with a successor servicer selected by
the Guarantor (with the consent of the Master Servicer, which consent shall not be unreasonably delayed or withheld);
provided, however, (x) no Servicer may be terminated as servicer under its Servicing Agreement unless and until a
successor to such Servicer has assumed in writing all of the obligations of the terminated Servicer under the related Servicing
Agreement, including the obligation to make Monthly Advances, arising from and after the date of termination and (y) 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. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer, the Guarantor or the Trustee, as applicable, in its good faith
business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer, the Guarantor or the Trustee,
as applicable, shall pay the costs of such enforcement at its own expense (except as provided below), provided that the Master
Servicer, the Guarantor or the Trustee, as applicable, shall not be required to prosecute or defend any legal action except to the
extent that the Master Servicer, the Guarantor or the Trustee, as applicable, shall have received reasonable indemnity for its costs
and expenses in pursuing such action. Nothing herein shall impose any obligation on the part of the Trustee to assume or succeed to
the duties or obligations of Xxxxx Fargo, as servicer, or the Master Servicer except if the Trustee is unable to find a successor to
Xxxxx Fargo as successor servicer or except as provided under Section 8.02 herein, in which cases the Trustee shall assume or succeed
to such duties or obligation.
(c) To the extent that the costs and expenses of the Master Servicer, the Guarantor or the Trustee, as applicable,
related to any termination of a Servicer, the enforcement or prosecution of related claims, rights or remedies on the appointment of
a successor servicer or the transfer and assumption of servicing by the Master Servicer or the Trustee, as applicable, with respect
to any 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 Servicer as a result of an event of default by such Servicer and
(ii) all costs and expenses associated with the complete transfer of servicing, including, but not limited to, 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 servicer to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer,
the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the
Distribution Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set
forth in the related Servicing Agreement, including the obligation of each Servicer to furnish information regarding the borrower
credit files related to each Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations, on a monthly basis.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the
Servicer, if any, that it replaces.
(f) At the reasonable written request of the Guarantor, the Master Servicer shall within 2 Business Days
following such request, provide an Officer's Certificate certifying as to the aggregate amount of Realized Losses on the Group II
Mortgage Loans as of the related Distribution Date if such Realized Losses will result in the payment of a Guaranteed Principal
Distribution Amount on such Payment Date.
Section 3.04. 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 Master Servicer shall provide the Guarantor (upon reasonable written request) with evidence of any such insurance
policies and fidelity bond. 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 3.05. 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 X 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 (with respect to any Group II
Mortgage Loan, with the written consent of the Guarantor), in each case, in accordance with the provisions of this Agreement and the
Servicing Agreement, as applicable; provided, however, that the Master Servicer shall not (and, consistent with its responsibilities
under Section 3.03, shall not authorize any 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 any 2007-3 REMIC 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 and the Guarantor have received an Opinion of Counsel (but not at the expense of the Master Servicer or the Guarantor) to
the effect that the contemplated action would not cause any 2007-3 REMIC to fail to qualify as a REMIC or result in the imposition of
a tax upon any 2007-3 REMIC. The Trustee shall furnish the Master Servicer, upon written request from a Servicing Officer, with any
powers of attorney empowering the Master Servicer or any 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 applicable 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 or any 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 9.11 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 3.06. Due-on-Sale Clauses; Assumption Agreements. To the extent provided in the applicable Servicing Agreement,
to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such
clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage
Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of any Mortgage Loan, or the
receipt by any 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 Servicer will, if required under the applicable Servicing Agreement (or if
the 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 D-1 or Exhibit D-2 hereto, as applicable (or as otherwise provided in the
Custodial Agreement) 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 applicable Servicer
pursuant to Section 4.01, or by the applicable Servicer pursuant to its Servicing Agreement, have been or will be so deposited) and
shall request that the Custodian, on behalf of the Trustee, deliver to the applicable 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 applicable Servicer and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage File.
Upon any such payment in full, each 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) 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 Protected Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with
the applicable 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 a 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 a 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 D-1 or Exhibit D-2 hereto, as applicable (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 Servicer or the Master Servicer, as applicable. Such
trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the Custodian on behalf of the
Trustee, when the need therefor by the Servicer or the Master Servicer 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 Servicer or the Master Servicer.
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee. (a) The Master
Servicer shall transmit and each Servicer (to the extent required by the related Servicing Agreement) shall transmit to the Trustee
or Custodian on its behalf such documents and instruments coming into the possession of the Master Servicer or such Servicer from
time to time as are required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be
delivered to the Trustee or Custodian on its behalf. Any funds received by the Master Servicer or by a Servicer in respect of any
Mortgage Loan or which otherwise are collected by the Master Servicer or by a 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 Distribution Account the Master Servicing Compensation and other amounts provided in
this Agreement, and to the right of each Servicer to retain its Servicing Fee and other amounts as provided in the applicable
Servicing Agreement. The Master Servicer shall, and (to the extent provided in the applicable Servicing Agreement) shall cause each
Servicer to, provide access to information and documentation regarding the Mortgage Loans to the Trustee, its 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 and each 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 under this
Agreement or the applicable Servicing Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies. (a) For each Mortgage Loan, the Master Servicer
shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard
fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing
Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in
the applicable 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 Section 4.01 and 4.04, any amounts collected by the Servicers or the Master Servicer, 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 the applicable Servicing Agreement) shall be deposited into the Distribution Account,
subject to withdrawal pursuant to Section 4.04 and 4.05. Any cost incurred by the Master Servicer or any 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 or such
Servicer pursuant to Section 4.04 and 4.05.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Master Servicer shall (to the extent provided in the
applicable Servicing Agreement) cause the related 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 a Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly
deposited in the Distribution Account upon receipt, except that any amounts realized that are to be applied to the repair or
restoration of the related Mortgaged Property 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 3.11. Maintenance of the Primary Mortgage Insurance Policies. (a) The Master Servicer shall not take, or
authorize any Servicer (to the extent such action is prohibited under the applicable 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 or such Servicer, would have been covered thereunder. The Master Servicer shall use its best reasonable efforts to
cause each Servicer (to the extent required under 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 in
accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not,
and shall not authorize any Servicer (to the extent required under 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 present, or to cause each Servicer (to the extent required under 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 Section 4.01 and 4.04, any amounts collected by the
Master Servicer or any Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Distribution Account, subject
to withdrawal pursuant to Section 4.05.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, on behalf of 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 the Custodian, on behalf of 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, on behalf of 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 3.13. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall cause each Servicer (to the extent
required under 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 the applicable Servicing Agreement. To the
extent provided in the related Servicing Agreement, no Mortgaged Property which contains hazardous wastes of any kind shall be
foreclosed upon without the prior written the consent of the Guarantor.
Section 3.14. Compensation for the Master Servicer. The Master Servicer will be entitled to receive a fee (the "Master
Servicing Fee") as compensation for its activities under this Agreement equal to 1/12th of the Master Servicing Fee Rate multiplied
by the Stated Principal Balance of the Mortgage Loans as of the Due Date. The Master Servicer will also be entitled to the income
and gain realized from any investment of funds in the Distribution Account as set forth in Section 4.04(f) 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 3.15. 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 the applicable Servicing Agreement, cause the applicable
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 its efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve, such REO Property in the manner and to the extent required by the applicable 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 the related Servicing Agreement, cause the applicable Servicer
to deposit all funds collected and received in connection with the operation of any REO Property in the Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the final disposition of any REO Property, shall be entitled
to reimbursement for any related unreimbursed Monthly 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 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 applicable Servicer as provided above shall be deposited in the
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 Distribution Account on the next succeeding Servicer
Remittance Date.
Section 3.16. Annual Statement as to Compliance. The Master Servicer and the Securities Administrator shall deliver (or
otherwise make available) to the Depositor, the Guarantor and the Securities Administrator, not later than March 15 of each calendar
year beginning in 2008, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that
(i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has
been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has
fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master
Servicer shall enforce the obligation 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 Securities Administrator as described above as and
when required with respect to the Master Servicer. In the event that certain servicing responsibilities with respect to the Mortgage
Loans have been delegated by the Master Servicer, the Securities Administrator, the Guarantor (with respect to any Special Servicer)
or a Servicer to a subservicer or subcontractor, each such entity shall cause such Special Servicer, 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 that Special Servicer, subservicer, or
subcontractor to the Depositor and the Securities Administrator 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 Master Servicer to comply with this Section 3.16 (including with respect to the time frames required in this
Section) shall be deemed an Event of Default and the Trustee, at the written direction of the Depositor, 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 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. This paragraph
shall supersede any other provision in this Agreement or any other agreement to the contrary.
Failure of the Securities Administrator to comply with this Section 3.16 (including with respect to the time frames required
in this Section) shall be deemed an Event of Default and the Trustee at the written direction of the Depositor, 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 the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same.
This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB, the Master Servicer, the Securities Administrator and the Custodian (to the extent set forth in this
Section) (each, an "Attesting Party") shall deliver (or otherwise make available) to the Depositor, the Guarantor, the Master
Servicer and the Securities Administrator on or before March 15 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 its responsibility for assessing
compliance with the Servicing Criteria applicable to the related Attesting Party;
(b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit M hereto, and
which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the
related Attesting Party;
(c) An assessment by such officer of the related Attesting Party's compliance with the applicable Servicing Criteria for
the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect
thereto during such period, which assessment shall be based on the activities such Attesting Party performs with respect to
asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type
as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting
Party's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such related Attesting Party, which
statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such related 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 M hereto that are indicated as
applicable to the related Attesting Party.
On or before March 15 of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer,
the Depositor, the Guarantor and the Securities Administrator 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. Such Attestation Report shall contain no
restrictions or limitations on its use.
The Master Servicer shall enforce the obligation of each Servicer to deliver to the Securities Administrator, 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 Securities Administrator 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 Securities Administrator, as
applicable, to be a Party 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 Securities Administrator, as applicable, to deliver to the Securities
Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above.
Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria
specified on Exhibit M hereto that 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 Securities Administrator 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 on Exhibit M and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor (as defined in the related Servicing Agreement), an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
The Custodian shall deliver to the Master Servicer, the Securities Administrator 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 M 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 Master Servicer to comply with this Section 3.17 (including with respect to the timeframes required herein)
shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of Default and, 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 Securities Administrator to comply with
this Section 3.17 (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, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an
Event of Default, and 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 Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same (but subject to the Securities Administrator'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.
Section 3.18. Reports Filed with Securities and Exchange Commission. (a)(i)(A) Within 15 days after each Distribution
Date, the Securities Administrator 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 Securities Administrator to the Certificateholders and the Guarantor for such
Distribution Date provided that the Securities Administrator shall have received no later than 5 calendar days after the related
Distribution Date, all information required to be provided to the Securities Administrator as described in clause (a)(iv) below. Any
disclosure in addition to the Monthly Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit Q to the Securities Administrator
and the Depositor, approved for inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting (other than with respect to cases
in which the Securities Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) Within 5 calendar days after the related Distribution Date, (i) the parties set forth in Exhibit Q shall be
required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to the extent provided in the
related Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv) below, to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form, or in such other form as
otherwise agreed upon by the Securities Administrator and the Depositor and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator 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 Securities Administrator shall forward electronically a copy of the Form 10-D to the
Master Servicer, and in the case that such Form 10-D contains Additional Form 10-D Disclosure, to the Master Servicer and
the Depositor, 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 Securities Administrator forwards a copy of the Form 10-D no later than the
10th calendar after the Distribution Date), the Depositor shall notify the Securities Administrator 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 Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the
Securities Administrator 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, in the
case where the Master Servicer and Securities Administrator are not affiliated 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 Securities Administrator. If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will
follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing
with the Commission, the Securities Administrator will make available on its internet website, identified in Section 6.07, a
final executed copy of each Form 10-D filed by the Securities Administrator. The signing party at the Master Servicer can
be contacted as set forth in Section 11.07. 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 Securities Administrator 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 Securities Administrator shall be entitled to rely on the representations in Section
2.06(g) 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 Securities Administrator of their respective duties under
Sections 3.18(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 Securities Administrator shall have any liability for any loss, expense, damage or 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 Securities Administrator shall prepare and file, at the direction of the Depositor, on behalf
of the Trust, 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, pursuant to the paragraph immediately below, be
reported by the parties set forth on Exhibit Q to the Securities Administrator and the Depositor, approved for inclusion by the
Depositor, and the Master Servicer 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 with respect to cases in which the Securities Administrator is the reporting
party as set forth in Exhibit Q) and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the close of business
on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth in Exhibit Q shall be required
pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer will enforce the obligations of each Servicer (to
the extent provided in the related Servicing Agreement) to provide, to the Securities Administrator and the Depositor, to
the extent known by a responsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon
by the Securities Administrator and the Depositor and such party, the form and substance of any Form 8-K Disclosure
Information, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The Depositor will be responsible for any reasonable
fees and out-of-pocket expenses assessed or incurred by the Securities Administrator 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 Securities Administrator 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, or in the case where the Master Servicer and the Securities Administrator are
unaffiliated, no later than 12:00 p.m. New York City time on the 4th Business Day after the Reportable Event, a duly
authorized officer of the Master Servicer shall sign the Form 8-K and, in the case where the Master Servicer and the
Securities Administrator are not affiliated, 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 Securities Administrator. Promptly, but no later than the close of
business on the 3rd Business Day after the Reportable Event (provided that, the Securities Administrator forwards a copy of
the Form 8-K no later than noon New York time on the 3rd Business Day after the Reportable Event), the Depositor shall
notify the Securities Administrator 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 Securities Administrator shall be entitled to
assume that such Form 8-K is in final form and the Securities Administrator 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 Securities
Administrator will follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business
Day) after filing with the Commission, the Securities Administrator will make available on its internet website, identified
in Section 6.07, a final executed copy of each Form 8-K filed by the Securities Administrator. The signing party at the
Master Servicer can be contacted as set forth in Section 11.07. The parties to this Agreement acknowledge that the
performance by the Master Servicer and the Securities Administrator of their respective duties under this Section
3.18(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 3.18(a)(ii). Neither the Master
Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or 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) Within 90 days 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 Securities Administrator 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 Securities Administrator within the applicable time frames set forth in this Agreement, (I) an annual
compliance statement for each Servicer, the Master Servicer, the Securities Administrator and any subservicer or subcontractor, as
applicable, as described under Section 3.16, (II)(A) the annual reports on assessment of compliance with Servicing Criteria for the
Master Servicer, each subservicer and subcontractor Participating in the Servicing Function, the Securities Administrator and the
Custodian, as described under Section 3.17, and (B) if any such report on assessment of compliance with Servicing Criteria described
under Section 3.17 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 3.17 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 Master Servicer, each Servicer, the Securities Administrator, each
subservicer, each subcontractor, as applicable, and the Custodian, as described under Section 3.17, and (B) if any registered public
accounting firm attestation report described under Section 3.17 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 this Section 3.18 (a)(iii)(D) below (provided, however, that the Securities
Administrator, 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, pursuant
to the paragraph immediately below, be reported by the parties set forth on Exhibit Q to the Securities Administrator and the
Depositor, approved for inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than with respect to case in which
the Securities Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) No later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2008, (i) the parties set forth in Exhibit Q shall be required to provide, and the Master Servicer shall enforce the
obligations of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section
3.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof,
in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator 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
Securities Administrator 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 Securities Administrator 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
25th (provided that, the Securities Administrator forwards a copy of the Form 10-K no later than the third Business Day prior
to March 25th), the Depositor shall notify the Securities Administrator 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 Securities
Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator 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 in the case where the Master Servicer and the Securities Administrator are unaffiliated, 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 Securities
Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day)
after filing with the Commission, the Securities Administrator will make available on its internet website, identified in
Section 6.07, a final executed copy of each Form 10-K filed by the Securities Administrator. The signing party at the Master
Servicer can be contacted as set forth in Section 11.07. 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 Securities Administrator 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 Securities Administrator shall be entitled to rely on
the representations in Section 2.06(g) 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 Securities Administrator of their
respective duties under Section 3.18(a)(iii) and (iv) 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 Section,
Section 3.16 and Section 3.17. Neither the Master Servicer nor the Securities Administrator 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 Master Servicer's or the Securities Administrator's inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such
Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. Subject to the foregoing, the Securities
Administrator has no duty under this Agreement to monitor or enforce the performance by the other parties listed on Exhibit Q
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information.
(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 Securities
Administrator no later than March 15th 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, to the extent set forth in
the related Servicing Agreement, engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
"Certifying Person"), by March 10 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 N, 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. 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 as set forth in Section 11.07.
(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or any Form 8-K
Disclosure Information (collectively, the "Additional Disclosure") relating to the Trust Fund in the form attached hereto as Exhibit
R, the Securities Administrator'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 Q as the responsible party for providing that information, if other than the
Securities Administrator, as and when required as described in Section 3.18(a)(i) through (iii) above. Such Additional Disclosure
shall be accompanied by a notice substantially in the form of Exhibit R. Each of the Company as a Servicer, the Master Servicer, the
Sponsor, the Securities Administrator and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to
enforce the obligations (to the extent provided in the related Servicing Agreement) to the extent known to the Master Servicer,
Sponsor, Securities Administrator and Depositor all Additional Disclosure relating to the Trust Fund, with respect to which such
party is indicated in Exhibit Q as the responsible party for providing that information. Within five Business Days prior to each
Distribution Date of each year that the Trust is subject to the Exchange Act reporting requirements, the Depositor shall make
available to the Securities Administrator the Significance Estimate and the Securities Administrator shall use such information to
calculate the Significance Percentage. If the Significance Percentage meets either of the threshold levels detailed in Item
1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall deliver written notification to the Depositor, the
related Counterparty to that effect, which notification shall include a request that the related Counterparty provide Regulation AB
information to the Depositor in accordance with the related Cap Contract Agreement. The Depositor shall be obligated to obtain from
the related Counterparty any information required under Regulation AB to the extent required under the related Cap Contract Agreement
and to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form
10-K relating to the related Cap Contract Agreement or written notification instructing the Securities Administrator that such
Additional Disclosure regarding the related Counterparty is not necessary for such Distribution Date. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator 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 Securities Administrator and 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 3.18. In addition, the Trustee shall notify the Securities Administrator and the Depositor of any
affiliations or relationships that develop after the Closing Date between the Trustee and the Depositor, EMC, the Securities
Administrator, the Master Servicer, the Counterparty 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 Sponsor, the Securities Administrator, the
Master Servicer, the Counterparty or the Custodian change, the Depositor shall promptly notify the Trustee.
(v) (A) On or prior to January 30 of the first year in which the Securities Administrator is able to do so
under applicable law, the Securities Administrator 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 Securities Administrator 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 Securities Administrator will promptly notify the Depositor and the Master Servicer. In the case of Form 10-D
and 10-K, the Depositor, Master Servicer and Securities Administrator will 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 Securities
Administrator 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 Securities Administrator will
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
Securities Administrator of their respective duties under this Section 3.18(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
Securities Administrator shall have any liability for any loss, expense, damage or 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 Forms 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 Forms 8-K, 10-D or
10-K, not resulting from its own negligence, bad faith or willful misconduct.
The Depositor agrees to promptly furnish to the Securities Administrator, 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
Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities
Administrator shall have no responsibility to file any items other than those specified in this Section 3.18; provided, however, the
Securities Administrator will 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 Securities Administrator in connection
with this Section 3.18 shall not be reimbursable from the Trust Fund.
(b) In connection with the filing of any Form 10-K hereunder, in the case where the Master Servicer and the Securities
Administrator are not affiliated, the Securities Administrator shall sign a certification (a "Form of Back-Up Certification for Form
10-K Certificate," substantially in the form attached hereto as Exhibit L) for the Depositor regarding certain aspects of the Form
10-K certification signed by the Master Servicer, provided, however, that the Securities Administrator shall not be required to
undertake an analysis of any accountant's report attached as an exhibit to the Form 10-K.
(c) The Securities Administrator 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
Securities Administrator's obligations under Sections 3.16, 3.17 and 3.18 or the Securities Administrator's negligence, bad faith or
willful misconduct in connection therewith. In addition, the Securities Administrator 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
Securities Administrator on its behalf or on behalf of any subservicer or subcontractor engaged by the Securities Administrator
pursuant to Section 3.16, 3.17 or 3.18 (the "Securities Administrator 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 Securities Administrator Information and not to any other information communicated in connection with the
Certificates, without regard to whether the Securities Administrator Information or any portion thereof is presented together with or
separately from such other information.
The Depositor shall indemnify and hold harmless the Securities Administrator 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 3.16, 3.17 and 3.18 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 Securities Administrator 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 3.18 (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 Securities Administrator 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 3.16, 3.17 and 3.18 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 3.16, 3.17 or 3.18 (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.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the Company, the Depositor, the
Securities Administrator or the Master Servicer, as applicable, then the defaulting party, in connection with any conduct for which
it is providing indemnification under this Section 3.18, 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.
(d) The indemnification provisions set forth in this Section 3.18 shall survive the termination of this Agreement or the
termination of any party to this Agreement.
(e) Failure of the Master Servicer to comply with this Section 3.18 (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 Securities Administrator to comply with this Section 3.18 (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 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 Securities Administrator under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same (but subject to the Securities
Administrator'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 Securities Administrator pursuant to this Section 3.18(e) the Trustee shall be entitled to
reimbursement of all costs and expenses associated with such termination to the extent set forth in Section 9.05. Notwithstanding
anything to the contrary in this Agreement, no Event of Default by the Master Servicer or default by the Securities Administrator
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
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.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended without the consent of the
Certificateholders.
Any report, notice or notification to be delivered by the Company, the Master Servicer or the Securities Administrator to
the Depositor pursuant to this Section 3.18, 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 3.19. The Company. On the Closing Date, the Company will receive from the Depositor a payment of $5,000.
Section 3.20. UCC. The Sponsor shall file any financing statements, continuation statements or amendments thereto
required by any change in the Uniform Commercial Code.
Section 3.21. Optional Purchase of Defaulted Mortgage Loans. (a) 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, the Company, or with respect to Loan Group
II, the Guarantor (to the extent the Company has notified the Guarantor that it will not purchase any such Mortgage Loans), shall
have the right to purchase such Mortgage Loan from the Trust at a price equal to the Repurchase 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.
(b) In addition, the Company shall, at its option, purchase any Mortgage Loan from the Trust for which the first
Scheduled Payment due to the Trust after the Closing Date becomes thirty (30) days past due; provided, however, such Mortgage Loan
was purchased by the Company or one of its affiliates from an originator pursuant to a loan purchase agreement that obligated such
seller to repurchase such Mortgage Loan if one or more Scheduled Payments becomes 30 or more days delinquent (and such originator has
agreed to repurchase such Mortgage Loan); provided, further, that such optional purchase shall be exercised no later than the 270th
day after such Mortgage Loan is subject to such originator's repurchase obligation. Such purchase shall be made at a price equal to
the Repurchase Price.
(c) If at any time the Company or the Guarantor, as applicable, remits to the Securities Administrator a payment for
deposit in the Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and the Company or the
Guarantor, as applicable, provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Distribution Account, then the Trustee shall execute the assignment of such Mortgage Loan to the
Company or the Guarantor, as applicable, at the request of such party without recourse, representation or warranty and the Company or
the Guarantor, as applicable, 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. The Company or the
Guarantor, as applicable, will thereupon own such Mortgage Loan, and all such security and documents, free of any further obligation
to the Trustee or the Certificateholders with respect thereto.
Section 3.22. Agreement to Appoint a Special Servicer. (a) The Guarantor may enter into a special servicing agreement (a
"Special Servicing Agreement") with a servicer with expertise in servicing delinquent mortgage loans (a "Special Servicer") and the
Trustee with the reasonable consent of the Master Servicer (which Special Servicing Agreement shall be acknowledged by the Master
Servicer and the Securities Administrator), for any Group II Mortgage Loan which is Delinquent in payment 90 or more days, on or
after the earliest Distribution Date with respect to which the Certificate Principal Balance of the Class B-4 Certificates has been
reduced to zero. Such Special Servicing Agreement shall relate to the servicing of only Group II Mortgage Loans that (x) have been
Delinquent in payment for 90 or more days and (y) have been transferred to the Special Servicer in accordance with this Section 3.22,
the related Servicing Agreement and the related Special Servicing Agreement (a "Specially Serviced Mortgage Loan").
(b) The Special Servicing Agreement shall be consistent with the provisions of this Agreement, including but not limited
to Sections 3.16, 3.17, 3.18 and 3.22 and the related Servicing Agreement, except as provided otherwise in this Section 3.22, and
shall be reasonably acceptable to the Master Servicer. In addition, the Special Servicing Agreement shall provide, at a minimum that:
(i) the Special Servicer shall at all times meet the eligibility criteria described in the related Servicing
Agreement;
(ii) the Special Servicer shall service only the Specially Serviced Mortgage Loans in a manner consistent with
the provisions with this Agreement and the related Servicing Agreement;
(iii) the Special Servicer shall use the Xxxxxx Mae foreclosure network (and pay the customary fees therefor) for
foreclosures and bankruptcies relating to Specially Serviced Mortgage Loans;
(iv) the Special Servicer shall use the Xxxxxx Xxx disposition service (and pay the customary fees therefor) for
the disposition of REO Property related to Specially Serviced Mortgage Loans;
(v) the Special Servicer shall make Monthly Advances on the Specially Serviced Mortgage Loans to the same
extent and in the same manner as the related Servicer pursuant to the related Servicing Agreement;
(vi) the Special Servicer shall be entitled to receive the related Servicing Fee with respect to all Specially
Serviced Mortgage Loans;
(vii) prior to the transfer of servicing to the Special Servicer, the Master Servicer and the Special Servicer
shall have provided all notices relating to such transfer of servicing as required to be delivered to the borrowers by applicable
state and federal law;
(viii) the Special Servicer shall indemnify the Master Servicer, the Securities Administrator and the Trustee for
any liabilities to them arising from failures of the Special Servicer to perform its obligations according to the terms of the
related Servicing Agreement;
(ix) the Guarantor shall promptly give notice to the Trustee, the Securities Administrator, the related Servicer
and the Master Servicer of the transfer of servicing to the Special Servicer, including the loan number together with the borrower's
name and the unpaid Stated Principal Balance of the transferred Mortgage Loan at the time of transfer;
(x) each of the respective obligations, duties, and liabilities of the Master Servicer, the Servicer and the
Special Servicer (or any of them) with respect to the servicing of the Specially Serviced Mortgage Loans that have arisen prior to
the date on which the servicing of such Specially Serviced Mortgage Loan was transferred to the Special Servicer (the "Effective
Date"), or that arise on and after the Effective Date, under this Agreement, the related Servicing Agreement and the special
subservicing agreement and that remain unperformed or unsatisfied shall survive any transfer of servicing;
(xi) once a Group II Mortgage Loan becomes a Specially Serviced Mortgage Loan, such Mortgage Loan shall remain a
Specially Serviced Mortgage Loan, and shall continue to be serviced by the Special Servicer, until the earlier of the liquidation or
other disposition of such Mortgage Loan or the termination of the special subservicing agreement, regardless of delinquency status or
otherwise;
(xii) the Guarantor may remove the Special Servicer if the Special Servicer at any time fails to meet any of the
above criteria or otherwise, in the judgment of the Guarantor, fails to perform according to the terms of this Agreement or of the
Special Servicing Agreement and the provisions of this Section 3.22; provided that prior to any such removal the Guarantor shall
designate a successor Special Servicer (with the reasonable consent of the Master Servicer) meeting the requirements of this Section
3.22, and no removal of a Special Servicer shall be effective until a successor Special Servicer has entered into a Special Servicing
Agreement meeting the requirements of this Section 3.22 and agreed to assume the duties of the Special Servicer;
(xiii) in connection with any transfer of a Group II Mortgage Loan to the Special Servicer as a Specially Serviced
Mortgage Loan, the Master Servicer shall execute any appropriate assignments or other documents reasonable and necessary to effect
the master servicing of the Special Servicer under the Special Servicing Agreement; and
(xiv) the Special Servicer shall cooperate with the Depositor, the Master Servicer, the Securities Administrator
and each of the Servicers in connection with any requirements set forth herein and the related Servicing Agreement with respect to
Regulation AB.
Section 3.23. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of this Agreement is to
facilitate compliance by the Sponsor, the Depositor 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 in writing, as agreed to and executed by the
parties hereto, 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 Sponsor, or the Depositor, or the Master Servicer or
the Securities Administrator for delivery of additional or different information as the Sponsor, the Depositor, or the Master
Servicer or the Securities Administrator may determine in good faith is necessary to comply with the provisions of Regulation AB, and
(d) no amendment of this Agreement shall be required to effect any such changes in the parties' obligations as are necessary to
accommodate evolving interpretations of the provisions of Regulation AB. All costs, expenses, fees, liabilities, charges and amounts
(including legal fees) incurred by the Trustee in connection with this Section 3.23 shall be fully reimbursed to the Trustee pursuant
to Section 4.05(l).
Section 3.24. Monitoring of Amendments, Modifications and Waivers of the Mortgage Loans.
Pursuant to the Servicing Agreements, each of the Servicers shall provide the Master Servicer with notification of any
amendments, modifications or waivers (other than with respect to waivers relating to Prepayment Charges) to any of the Group II
Mortgage Loans serviced by such Servicers. If at any time (i) the Master Servicer determines the aggregate number of Group II
Mortgage Loans that have been amended, modified or had certain provisions waived (other than with respect to waivers relating to
Prepayment Charges) by (a) all Servicers exceeds 5.0% of the total aggregate number of Group II Mortgage Loans as of the Closing Date
or (b) any Servicer exceeds 5.0% of the aggregate number of Group II Mortgage Loans serviced by such Servicer as of the Closing Date
or (ii) the Certificate Principal Balance of the Class B-4 Certificates has been reduced to zero, the Master Servicer shall promptly
provide notice to the Guarantor and each Servicer of such information and shall also notify each Servicer that any future amendments,
modifications or waivers (other than with respect to waivers relating to Prepayment Charges) will require the prior consent of the
Guarantor.
Section 3.25. Books and Records of the Master Servicer.
The Master Servicer shall provide access to the records and documentation in possession of the Master Servicer regarding the
Mortgage Loans and REO Property and the master servicing thereof to the Guarantor, such access being afforded only upon five Business
Days prior written notice and during normal business hours at the office of the Master Servicer; provided, however, that, unless
otherwise required by law, the Master Servicer shall not 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 Master Servicer shall allow representatives of the
Guarantor to photocopy any records and documentation relating to the master servicing of the Group II Mortgage Loans and shall
provide equipment for that purpose at a charge that covers the Master Servicer's actual costs.
Section 3.26. Lender-Paid PMI Policy.
The Securities Administrator shall pay, on behalf of the Trustee and the Certificateholders, from funds in the Distribution
Account, fees or premiums in connection with RMIC Policy with respect to any Mortgage Loan covered by the RMIC Policy, necessary to
keep the RMIC Policy in full force and effect. Such amounts shall be payable, in each case, to the extent such related Mortgage Loan
is identified on the Mortgage Loan Schedule as being covered by the RMIC Policy and to the extent and in such amount as such fees or
premiums are identified to the Securities Administrator with respect to each such Mortgage Loan.
If on any given date the rating of RMIC's claims-paying ability is downgraded below and remains below "AA-" from S&P or
"Aa3" from Xxxxx'x, the Depositor may direct the Trustee to terminate the RMIC Policy issued by RMIC and the Trustee shall act in
accordance with such direction.
ARTICLE IV
Accounts
Section 4.01. Protected Accounts. (a) The Master Servicer shall enforce the obligation of each Servicer to establish and
maintain a Protected Account in accordance with the applicable Servicing Agreement, with records to be kept with respect thereto on a
Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in
the related Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and with respect to any
REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds and advances made from
the Servicer's own funds (less servicing compensation as permitted by the applicable Servicing Agreement in the case of any Servicer)
and all other amounts to be deposited in the Protected Account. Servicing Compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise (including certain Prepayment Charges to the extent such charges may be retained
by the related Servicer pursuant to the related Servicing Agreement) shall be retained by the applicable Servicer and shall not be
deposited in the Protected Account. The Servicer is 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 the related Servicing Agreement, the
Protected Account shall be held by a Designated Depository Institution and segregated on the books of such institution in the name of
the Trustee for the benefit of Certificateholders. The Master Servicer (if requested and if the information has been provided to it
by the Servicer) shall provide the Guarantor with the location of each Protected Account.
(b) To the extent provided in the related 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 shall mature, or shall 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 4.01 shall
be paid to the related Servicer under the applicable 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 related Servicer. The related
Servicer (to the extent provided in the 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 the related Servicing Agreement and subject to this Article IV, on or before each Servicer
Remittance Date, the related Servicer shall withdraw or shall cause to be withdrawn from its Protected Accounts 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 Initial Mortgage Loans due on or before the Cut-off Date or principal of or interest
on the Subsequent Mortgage Loans due on or before the related Subsequent Cut-off Date) with respect to each Loan Group, as applicable:
(i) Scheduled Payments on the Mortgage Loans received or any related portion thereof advanced by such Servicer
pursuant to its Servicing Agreement which were due during or before the related Due Period, net of the amount thereof comprising its
Servicing Fee or any fees with respect to any lender-paid primary mortgage insurance policy;
(ii) Full Principal Prepayments, Prepayment Charges, Liquidation Proceeds and Subsequent Recoveries received by
such Servicer with respect to the Mortgage Loans in the related Prepayment Period, with interest to the date of prepayment or
liquidation, net of the amount thereof comprising its Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer for the Mortgage Loans in the related Prepayment
Period;
(iv) Any amount to be used as a Monthly Advance or any Compensating Interest Payments; and
(v) Any amounts required to be paid by the Servicers under the related Servicing Agreements with respect to
clauses (a) and (b) of the definition of Interest Shortfall with respect to the related Mortgage Loans for the related Distribution
Date.
(d) Withdrawals may be made from an Account only to make remittances as provided in Section 4.01(c), 4.04 and 4.05; to
reimburse the Master Servicer or a Servicer for Monthly Advances which have been recovered by subsequent collections 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 10.01. As provided in Sections
4.01(c) and 4.04(b) certain amounts otherwise due to the Servicers may be retained by them and need not be deposited in the
Distribution Account.
(e) The Master Servicer shall not itself waive (or authorize a Servicer to waive, unless such Servicer is allowed to
waive in accordance with the terms of the related Servicing Agreement) any Prepayment Charge that the Trust would otherwise be
entitled to 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 Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. In no event will
the Master Servicer itself waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a
default or a reasonably foreseeable default. If a Prepayment Charge is waived by the Master Servicer, but does not meet the
standards described above, then the Master Servicer is required to pay the amount of such waived Prepayment Charge by depositing such
amount into the Distribution Account by the immediately succeeding Distribution Account Deposit Date.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Distribution Account. (a) The Securities Administrator shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Distribution Account as a segregated trust account or accounts.
(b) The Master Servicer and the Securities Administrator will each deposit in the Distribution Account as identified and
as received by each of them, the following amounts:
(i) Any amounts received from the Servicers and constituting Available Funds;
(ii) Any Monthly Advance and any Compensating Interest Payments required to be made by the Master Servicer
pursuant to this Agreement;
(iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Master Servicer or which
were not deposited in a Protected Account;
(iv) The Repurchase Price with respect to any Mortgage Loans purchased by the Sponsor pursuant to the Mortgage
Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to Section 2.04 of this
Agreement as the payment of a Repurchase Price in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the
Repurchase Price with respect to any Mortgage Loans purchased by the Company pursuant to Section 3.21, and all proceeds of any
Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses on investments of deposits in an Account;
(vi) Any amounts received by the Master Servicer or Securities Administrator, or required to be paid by the
Master Servicer, in connection with any Prepayment Charge on the Prepayment Charge Loans; and
(vii) 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.
(c) All amounts deposited to the Distribution Account shall be held by the Securities Administrator in the name of the
Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement.
(d) 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 (i) late payment charges or assumption, tax service,
statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in
Section 4.05 with respect to the Securities Administrator, the Master Servicer and the Servicers, need not be credited by the Master
Servicer or the Servicers to the Distribution Account. Amounts received by the Master Servicer or the Securities Administrator in
connection with Prepayment Charges on the Prepayment Charge Loans shall be deposited into the Class XP Reserve Account by such party
upon receipt thereof. In the event that the Master Servicer or the Securities Administrator shall deposit or cause to be deposited
to the Distribution Account any amount not required to be credited thereto, the Securities Administrator, 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.
(e) The Distribution Account shall constitute a trust account of the Trust Fund segregated on the books of the
Securities Administrator and held by the Securities Administrator in trust in its Corporate Trust Office, 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 Securities Administrator or the Master Servicer (whether made directly, or indirectly through a
liquidator or receiver of the Securities Administrator or the Master Servicer). The Distribution Account shall be an Eligible
Account. The amount at any time credited to the Distribution Account, if invested, shall be invested in the name of the Trustee, in
such Permitted Investments selected by the Master Servicer. The Master Servicer shall select the Permitted Investments for the funds
on deposit in the Distribution Account. All Permitted Investments shall mature or be subject to redemption or withdrawal on or
before, and shall be held until, the next succeeding Distribution Date if the obligor for such Permitted Investment is the Securities
Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution Date, in the case of Permitted
Investments for the benefit of the Master Servicer. With respect to the Distribution Account and the funds deposited therein, the
Securities Administrator 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.
(f) Any and all investment earnings and losses on amounts on deposit in the Distribution Account shall be for the
account of the Master Servicer. The Master Servicer from time to time shall be permitted to withdraw or receive distribution of any
and all investment earnings from the Distribution Account on behalf of itself. 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 Master Servicer based on the
Permitted Investments on which such loss is incurred. The Master Servicer shall deposit the amount of any such loss in the
Distribution Account within two Business Days of receipt of notification of such loss but not later than the Distribution Date on
which the moneys so invested are required to be distributed to the Certificateholders.
(g) In the event that the Master Servicer and Securities Administrator are no longer affiliated, the Master Servicer
shall establish and maintain an account separate from the Distribution Account into which any funds remitted by the Company and
Servicers will be deposited. No later than noon New York time on the Business Day prior to each Distribution Date, the Master
Servicer shall remit any such funds to the Paying Agent for deposit in the Distribution Account. The Master Servicer shall make the
following permitted withdrawals and transfers from such account:
(i) The Master Servicer will, from time to time on demand of the Company, a Servicer or the Securities
Administrator, 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 10.01 and remove amounts from time to time deposited in error.
(ii) On an ongoing basis, the Master Servicer shall withdraw from the account (i) any expenses, costs and
liabilities recoverable by the Trustee, the Master Servicer, the Securities Administrator or any Custodian pursuant to Sections 3.03,
7.04 and 9.05 and (ii) any amounts payable to the Master Servicer as set forth in Section 3.14; provided, however, that the Master
Servicer shall be obligated to pay from its own funds any amounts which it is required to pay under Section 7.03(a).
(iii) In addition, on or before each Business Day prior to each Distribution Date, the Master Servicer shall
deposit in the Distribution Account (or remit to the Securities Administrator for deposit therein) any Monthly Advances required to
be made by the Master Servicer with respect to the Mortgage Loans.
(iv) No later than noon New York time on each Business Day prior to each Distribution Date, the Master Servicer
will transfer all Available Funds on deposit in the account with respect to the related Distribution Date to the Paying Agent for
deposit in the Distribution Account.
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account. The Securities Administrator will, from
time to time on demand of the Master Servicer, the Trustee or the Custodian, make or cause to be made such withdrawals or transfers
from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and
the Servicing Agreements or as the Securities Administrator deems necessary for the following purposes:
(i) to reimburse the Master Servicer or any Servicer for any Monthly Advance of its own funds, the right of the
Master Servicer or a Servicer to reimbursement pursuant to this subclause (i) being limited to amounts received on a particular
Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
represent late payments or recoveries of the principal of or interest on such Mortgage Loan with respect to which such Monthly
Advance was made;
(ii) to reimburse the Master Servicer or any Servicer from Insurance Proceeds or Liquidation Proceeds relating
to a particular Mortgage Loan for amounts expended by the Master Servicer or such 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 or any 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 or such Servicer from
Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage Loan;
(iv) to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds or Insurance Proceeds
received in connection with the liquidation of any Mortgage Loan, the amount which the Master Servicer or such Servicer would have
been entitled to receive under clause (xi) of this Section 4.05(a) as servicing compensation on account of each defaulted scheduled
payment on such Mortgage Loan if paid in a timely manner by the related Mortgagor;
(v) to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage Loan, the amount
which the Master Servicer or such Servicer would have been entitled to receive under clause (xi) of this Section 4.05(a) as servicing
compensation;
(vi) to reimburse the Master Servicer or any Servicer for advances of funds (other than Monthly Advances) made
with respect to the Mortgage Loans, and the right to reimbursement pursuant to this clause being limited to amounts received on the
related Mortgage Loan (including, for this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
represent late recoveries of the payments for which such advances were made;
(vii) to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance that has not been
reimbursed pursuant to clauses (i) and (vi);
(viii) to pay the Master Servicer as set forth in Section 3.14;
(ix) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it
pursuant to Sections 3.03, 7.04(c) and (d);
(x) to pay to the Class R Certificates any Excess Liquidation Proceeds to the extent not retained by the
related Servicer and to the extent Excess Liquidation Proceeds exceed cumulative unreimbursed Realized Losses;
(xi) to reimburse or pay any Servicer any such amounts as are due thereto under the applicable Servicing
Agreement and have not been retained by or paid to the Servicer, to the extent provided in the related Servicing Agreement (including
any amounts owed to the Company for any Mortgage Loans subserviced on behalf of the Company, to the extent such amounts are received
by the Master Servicer or the Securities Administrator);
(xii) to reimburse the Trustee, the Securities Administrator or any Custodian for expenses, costs and liabilities
incurred by or reimbursable to it pursuant to this Agreement or the related Custodial Agreement;
(xiii) to remove amounts deposited in error;
(xiv) to clear and terminate the Distribution Account pursuant to Section 10.01;
(xv) to pay the Lender-Paid PMI Rate to RMIC as set forth in Section 3.26; and
(xvi) to pay the Depositor as set forth in Section 4.04, as applicable.
The Securities Administrator shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis
for the purpose of accounting for any reimbursement from the Distribution Account pursuant to clauses (i) through (vii) and (ix) or
with respect to any such amounts which would have been covered by such clauses had the amounts not been retained by the Master
Servicer without being deposited in the Distribution Account under Section 4.04(b). Reimbursements made pursuant to clauses (vii),
(ix), (xi) and (xii) will be allocated between the Loan Groups, pro rata based on the aggregate Stated Principal Balances of the
Mortgage Loans in each Loan Group.
On each Distribution Date, the Securities Administrator shall distribute the Interest Funds and Principal Funds to
the extent on deposit in the Distribution Account for each Loan Group to the Holders of the related Certificates in accordance with
Article VI.
Section 4.06. Reserve Fund. (a) On or before the Closing Date, the Securities Administrator
shall establish one or more segregated trust accounts (the "Reserve Fund") in the name of the Trustee on behalf of the Holders of the
Principal Certificates and the Class B-IO Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be
entitled "Reserve Fund, Citibank, N.A. as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx ALT-A
Trust 2007-3, Mortgage Pass-Through Certificates, Series 2007-3." The Securities Administrator shall demand payment of all money
payable by the Counterparty under the Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund all payments
received by it from the Counterparty pursuant to the Cap Contracts and, prior to distribution of such amounts pursuant to Sections
6.01(a), all payments described under the Tenth and Eleventh clauses of Section 6.01(a). All Cap Contract Payment Amounts received
from Cap Contracts benefiting the Principal Certificateholders and the amounts described in the Tenth and Eleventh clauses of Section
6.01(a) deposited to the Reserve Fund shall be held by the Securities Administrator in the name of the Trustee on behalf of the
Trust, in trust for the benefit of the Principal Certificateholders, and the Class B-IO Certificateholders in accordance with the
terms and provisions of this Agreement. On each Distribution Date, the Securities Administrator shall distribute amounts on deposit
in the Reserve Fund to the Principal Certificateholders and the Class B-IO Certificateholders in accordance with the Tenth and
Eleventh clauses of Section 6.01(a) and Section 6.01(b).
(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 2007-3 REMIC. The Securities Administrator on behalf of the Trust shall
be the nominal owner of the Reserve Fund. For federal income tax purposes, the Class B-IO Certificateholders shall be the beneficial
owners of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under the Tenth and Eleventh
clauses of Section 6.01(a) and Section 6.01(b) and shall report items of income, deduction, gain or loss arising therefrom. For
federal income tax purposes, (i) amounts distributed to Certificateholders pursuant to the Tenth and Eleventh clauses of Section
6.01(a) will be treated as first distributed to the Class B-IO Certificateholders and then paid from the Class B-IO
Certificateholders to the applicable Principal Certificateholders. Amounts in the Reserve Fund held in trust for the benefit of the
Principal Certificateholders and Class B-IO Certificateholders shall, at the written direction of the Class B-IO Certificateholders,
be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. If
no written direction is received, the amounts in the Reserve Fund shall remain uninvested. Any losses on such Permitted Investments
shall not in any case be a liability of the Securities Administrator but an amount equal to such losses shall be given by the Class
B-IO Certificateholders to the Securities Administrator out of such Certificateholders' own funds immediately as realized, for
deposit by the Securities Administrator into the Reserve Fund. To the extent that the Class B-IO Certificateholders have provided
the Securities Administrator with such written direction to invest such funds in Permitted Investments, on each Distribution Date the
Securities Administrator shall distribute all net income and gain from such Permitted Investments in the Reserve Fund to the Class
B-IO Certificateholders, not as a distribution in respect of any interest in any 2007-3 REMIC. All amounts earned on amounts on
deposit in the Reserve Fund held in trust for the benefit of the Principal Certificateholders and Class B-IO Certificateholders shall
be taxable to the Class B-IO Certificateholders.
Section 4.07. Class XP Reserve Account. (a) The Securities Administrator shall establish and maintain with itself a
separate, segregated trust account, which shall be an Eligible Account, titled "Reserve Account, Xxxxx Fargo Bank, National
Association, as Securities Administrator f/b/o Bear Xxxxxxx ALT-A Trust 2007-3, Mortgage Pass-Through Certificates, Series 2007-3,
Class XP". Funds on deposit in the Class XP Reserve Account shall be held in trust by the Securities Administrator for the holders
of the Class XP Certificates. The Class XP Reserve Account will not represent an interest in any 2007-3 REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the Business Day prior to each
Distribution Date, the Securities Administrator shall withdraw the amount then on deposit in the Class XP Reserve Account and deposit
such amount into the Distribution Account to be distributed to the Holders of the related Class XP Certificates in accordance with
Section 6.01(c) and Section 6.02(d), as applicable. In addition, on the earlier of (x) the Business Day prior to the Distribution
Date on which all the assets of the Trust Fund are repurchased as described in Section 10.01(a) and (y) the Business Day prior to the
Distribution Date occurring in January 2012, the Securities Administrator shall withdraw the amount on deposit in the Class XP
Reserve Account, deposit such amount into the Distribution Account and remit such amount to the Securities Administrator and provide
written instruction to the Securities Administrator to pay such amount to the related Class XP Certificates in accordance with this
Section 4.07 and Section 6.01(c), as applicable, and following such withdrawal the Class XP Reserve Account shall be closed.
Section 4.08. Posted Collateral Account. The Trustee may, and does hereby, appoint the Securities Administrator as its
custodian under any Cap Contract. Upon the occurrence of a Rating Agency Downgrade (as defined in the related Cap Contract) or as
otherwise provided in a Cap Contract, the Securities Administrator, on behalf of the Trustee, shall establish and maintain a Posted
Collateral Account, which shall be denominated "Citibank, N.A., as Trustee f/b/o holders of Structured Asset Mortgage Investments II
Inc., Bear Xxxxxxx ALT-A Trust 2007-3, Mortgage Pass-Through Certificates, Series 2007-3 - Posted Collateral Account." The Posted
Collateral Account shall be an Eligible Account. The Securities Administrator shall deposit into such account any amounts required
to be posted by the Counterparty pursuant to a Cap Contract.
Amounts on deposit in the Posted Collateral Account will be invested by the Securities Administrator in Permitted
Investments at the written direction of the Counterparty; provided, that, if no such direction is provided then the amounts in the
Posted Collateral Account shall remain uninvested. Amounts deposited in the Posted Collateral Account shall be released by the
Securities Administrator in accordance with the provisions of the related Cap Contract.
Section 4.09. Pre-Funding Account and Pre-Funding Reserve Account. (a) No later than the Closing Date, the Paying
Agent shall establish and maintain a segregated trust account or sub-account of a trust account, which shall be titled "Pre-Funding
Account, Citibank, N.A., as trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc. Bear Xxxxxxx ALT-A
Trust, Mortgage Pass-Through Certificates, Series 2007-3" (the "Pre-Funding Account"). The Pre-Funding Account shall be an Eligible
Account or a sub account of an Eligible Account. The Paying Agent shall, promptly upon receipt, deposit in the Pre-Funding Account
and retain therein the Pre-Funded Amount remitted on the Closing Date to the Paying Agent by the Depositor. Funds deposited in the
Pre-Funding Account shall be held in trust by the Paying Agent for the Holders of the Certificates for the uses and purposes set
forth herein.
(b) The Paying Agent will invest funds deposited in the Pre-Funding Account as directed by the Depositor or its designee
in writing in Permitted Investments with a maturity date (i) no later than the Business Day immediately preceding the date on which
such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Paying Agent or an
Affiliate of the Paying Agent is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are
required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Paying Agent or an
affiliate of the Paying Agent is the obligor for the Permitted Investment (or, if no written direction is received by the Paying
Agent from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the Depositor or its
designee shall be the owner of the Pre-Funding Account and shall report all items of income, deduction. gain or loss arising
therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the
Interest Coverage Account at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person
other than the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted Investment, or on each Distribution
Date, if the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted Investment, (ii) on the Business Day
immediately preceding each Subsequent Transfer Date, if a Person other than the Paying Agent or an Affiliate of the Paying Agent is
the obligor for the Permitted Investment, or on each Subsequent Transfer Date, if the Paying Agent or an Affiliate of the Paying
Agent is the obligor for the Permitted Investment or (iii) within one Business Day of the Paying Agent's receipt thereof. Such
transferred funds shall not constitute income and gain for purposes of Section 4.10(b) hereof. The Depositor or its designee shall
deposit in the Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon
realization of such loss without any right of reimbursement therefor. At no time will the Pre-Funding Account be an asset of any
REMIC created hereunder.
(c) Amounts on deposit in the Pre-Funding Account shall be withdrawn by the Paying Agent as follows:
(i) On any Subsequent Transfer Date, the Paying Agent shall withdraw from the Pre-Funding Account an amount
equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee on
behalf of the Trust for deposit in Loan Group I on such Subsequent Transfer Date and pay such amount to or upon the order of
the Depositor upon satisfaction of the conditions set forth in Section 2.07 with respect to such transfer and assignment;
(ii) If the amount on deposit in the Pre-Funding Account (exclusive of investment income) has not been reduced
to zero by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on such
date, the Paying Agent shall deposit into the Pre-Funding Reserve Account any amounts remaining in the Pre-Funding Account
(exclusive of investment income) for distribution in accordance with Section 4.09(e)(i); and
(iii) To withdraw any amount not required to be deposited in the Pre-Funding Account or deposited therein in
error.
Withdrawals pursuant to clause (ii) shall be treated as contributions of cash to REMIC I on the date of withdrawal.
(d) No later than the Closing Date, the Paying Agent shall establish and maintain a segregated trust account or a
sub-account of a trust account, which shall be titled "Pre-Funding Reserve Account, Citibank, N.A. as Trustee for the benefit of
holders of Structured Asset Mortgage Investments II Inc. Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3"
(the "Pre-Funding Reserve Account"). The Pre-Funding Reserve Account shall be an Eligible Account or a sub account of an Eligible
Account. The Paying Agent shall deposit in the Pre-Funding Reserve Account and retain therein any funds to be transferred to such
account pursuant to Section 4.09(c)(ii). Funds deposited in the Pre-Funding Reserve Account shall be held in trust by the Paying
Agent for the Certificateholders for the uses and purposes set forth herein.
(e) The Paying Agent shall not invest funds deposited in the Pre-Funding Reserve Account. The Pre-Funding Reserve Account
and any funds on deposit therein shall be assets of REMIC I. Amounts on deposit in the Pre-Funding Reserve Account shall be withdrawn by
the Paying Agent as follows:
(i) On the Distribution Date immediately following termination of the Pre-Funding Period, the Paying Agent
shall withdraw from the Pre-Funding Reserve Account the Remaining Pre-Funded Amount deposited therein on such date pursuant
to Section 4.09(c)(ii) for distribution as Principal Funds in respect of Loan Group I pursuant to Section 6.01(a); and
(ii) On each Distribution Date during the Pre-Funding Period and the Distribution Date immediately following
termination of the Pre-Funding Period, the Paying Agent shall withdraw from the Pre-Funding Reserve Account the amount
deposited therein on such date pursuant to Section 4.10(c) for distribution as Interest Funds in respect of Loan Group I
pursuant to Section 6.01(a).
Section 4.10 Interest Coverage Account.
(a) No later than the Closing Date, the Paying Agent shall establish and maintain a segregated trust account or a sub
account of a trust account, which shall be titled "Interest Coverage Account, Citibank, N.A. as trustee for the benefit of holders of
Structured Asset Mortgage Investments II Inc. Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3" (the
"Interest Coverage Account"). The Interest Coverage Account shall be an Eligible Account or a sub account of an Eligible Account. The
Depositor shall remit to the Paying Agent and the Paying Agent shall, promptly upon receipt, deposit in the Interest Coverage Account
and retain therein, the Interest Coverage Amount remitted on the Closing Date to the Paying Agent by the Depositor and all income and
gain realized from investment of funds deposited in the Pre-Funding Account pursuant to Section 4.09(b). Funds deposited in the
Interest Coverage Account shall be held in trust by the Paying Agent for the Certificateholders for the uses and purposes set forth
herein.
(b) For federal income tax purposes, the Depositor shall be the owner of the Interest Coverage Account and shall report
all items of income, deduction, gain or loss arising therefrom. At no time will the Interest Coverage Account be an asset of any
REMIC created hereunder. All income and gain realized from investment of funds deposited in the Interest Coverage Account, which
investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the
Depositor and shall be remitted by the Paying Agent to the Depositor no later than the first Business Day following receipt of such
income and gain by the Paying Agent. If no written direction with respect to such investment shall be received by the Paying Agent
from the Depositor, then funds in such Account shall remain uninvested. The Depositor shall deposit (or cause to be deposited) in
the Interest Coverage Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon
realization of such loss.
(c) On each Distribution Date during the Pre-Funding Period and on the day of termination of the Pre-Funding Period, the
Paying Agent shall withdraw from the Interest Coverage Account and deposit in the Pre-Funding Reserve Account an amount of interest
that accrues during the related Interest Accrual Period at the Net Rate Cap with respect to the Class I-A Certificates on the excess,
if any, of the Pre-Funded Amount over the aggregate Stated Principal Balance of Subsequent Mortgage Loans that both (i) had a Due
Date during the Due Period relating to such Distribution Date or the Distribution Date following the end of the Pre-Funding Period,
as applicable, and (ii) had a Subsequent Cut-off Date prior to the first day of the month in which such Distribution Date occurs.
Such withdrawal and deposit shall be treated as a contribution of cash by the Depositor to REMIC I on the date thereof. Immediately
following any such withdrawal and deposit, and immediately following the conveyance of any Subsequent Mortgage Loan to the Trust on
any Subsequent Transfer Date, the Paying Agent shall, at the request of the Depositor, withdraw from the Interest Coverage Account
and remit to the Depositor or its designee an amount equal to the excess, if any, of the amount remaining in such Interest Coverage
Account over the amount that would be required to be withdrawn therefrom (assuming sufficient funds therein) pursuant to the second
preceding sentence on each subsequent Distribution Date, if any, that will occur during the Pre-Funding Period or on the day of
termination of the Pre-Funding Period, if no Subsequent Mortgage Loan were acquired by the Trust Fund after the end of the Prepayment
Period relating to the current Distribution Date or the Distribution Date following the end of the Pre-Funding Period, as applicable
on the date thereof. On the first Distribution Date following the end of the Pre-Funding Period, the Paying Agent shall withdraw
from the Interest Coverage Account and remit to the Depositor or its designee the amount remaining in such Interest Coverage Account
after payment of the amount required to be withdrawn therefrom pursuant to the second preceding sentence for such Distribution Date
for payment to Holders of the Class I-A Certificates.
(d) Upon the earliest of (i) the Distribution Date immediately following the end of the Pre-Funding Period, (ii) the
reduction of the Certificate Principal Balances of the Certificates to zero or (iii) the termination of this Agreement in accordance
with Section 11.01, any amount remaining on deposit in the Interest Coverage Account after distributions pursuant to paragraph (c)
above shall be withdrawn by the Paying Agent and paid to the Seller or its designee.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Securities Administrator have entered into a
Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the Residual Certificates, the Private
Certificates and the Individual Certificates and as provided in Section 5.01(b), the Certificates shall at all times remain
registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be
transferred by the Securities Administrator except to a successor to the Depository; (ii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iii) the
Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (iv) the Securities
Administrator shall deal with the Depository as representative of such Certificate Owners of the respective Class of Certificates for
purposes of exercising the rights of Certificateholders under this Agreement, and requests and directions for and votes of such
representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (v) the
Trustee and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If at any time the Holders of
all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global
Certificates, the Securities Administrator and the Depositor 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.
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.
(b) If (i)(A) the Depositor advises the Securities Administrator in writing that the Depository is no longer willing or
able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor within
30 days or (ii) the Depositor at its option advises the Securities Administrator in writing that it elects to terminate the
book-entry system through the Depository, the Securities Administrator shall request that the Depository notify all Certificate
Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners
requesting the same. Upon surrender to the Securities Administrator of the Certificates by the Depository, accompanied by
registration instructions from the Depository for registration, the Securities Administrator shall issue the definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected
thereby may at its option request a definitive Certificate evidencing such Certificate Owner's interest in the related Class of
Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions for the Securities Administrator to exchange or cause
the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully registered
definitive form. Upon receipt by the Securities Administrator of instructions from the Depository directing the Securities
Administrator to effect such exchange (such instructions to contain information regarding the Class of Certificates and the
Certificate Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered
holder of and delivery instructions for the definitive Certificate, and any other information reasonably required by the Securities
Administrator), (i) the Securities Administrator shall instruct the Depository to reduce the related Depository Participant's account
by the aggregate Certificate Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and
deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive Certificate
evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the Securities Administrator shall execute a new
Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of Certificates by the
amount of the definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any delay in the delivery of any instructions
required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting
of the Mortgage Loans and certain other related assets subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole Class of
"residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets
forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC I and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component I of the Class R
Certificates. None of the REMIC I Regular Interests will be certificated.
Class Designation for each Type of Uncertificated Pass-Through Initial Uncertificated
REMIC I Interest Interest Rate Principal Balance
Y-I-1 Regular Variable(1) $252,131.39
Y-I-2 Regular Variable(2) $207,398.01
Z-I-1 Regular Variable(1) $504,010,645.27
Z-I-2 Regular Variable(2) $414,600,046.91
Component I of the Class R
Certificates Residual (3) $0
_______________________
(1) REMIC I Regular Interests Y-I-1 and Z-I-1 will bear interest at a variable rate equal to the weighted average of the Net Rates
on the Group I Mortgage Loans.
(2) REMIC I Regular Interests Y-I-2 and Z-I-2 will bear interest at a variable rate equal to the weighted average of the Net Rates on
the Group II Mortgage Loans.
(3) Component I of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of
the REMIC I Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." Component II of the Class R Certificates will represent the sole Class of "residual interests" in
REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the
designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC II and the designation and Certificate Principal Balance of the Class R Certificates allocable to Component II of the Class R
Certificates. None of the REMIC II Regular Interests will be certificated.
Initial Uncertificated Uncertificated Pass-Through
Class Designation for each REMIC II Interest Type of Interest Principal Balance Rate
LT1 Regular $503,926,557.30 (1)
LT2 Regular $16,764.57 (1)
LT3 Regular $33,661.70 0.00%
LT4 Regular $33,661.70 (2)
LTY-I-1 Regular $252,131.39 (1)
LT5 Regular $414,530,952.86 (3)
LT6 Regular $13,867.43 (3)
LT7 Regular $27,613.31 0.00%
LT8 Regular $27,613.31 (4)
LTY-I-2 Regular $207,398.01 (3)
Component II of the Class R Certificates Residual $0 (5)
__________________________
(1) REMIC II Regular Interests LT1, LT2 and LTY-I-1 will bear interest at a variable rate equal to the weighted average of the Net
Rates on the Group I Mortgage Loans.
(2) REMIC II Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted average of the Net Rates on the
Group II Mortgage Loans.
(3) REMIC II Regular Interests LT5, LT6 and LTY-I-2 will bear interest at a variable rate equal to the weighted average of the Net
Rates on the Group II Mortgage Loans.
(4) REMIC II Regular Interest LT8 will bear interest at a variable rate equal to twice the weighted average of the Net Rates on the
Group II Mortgage Loans.
(5) Component II of the Class R Certificates will not bear interest.
(iii) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting
of the REMIC II Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC III." Component III of the Class R Certificates will represent the sole Class of "residual
interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets
forth the designation, Uncertificated Pass-Through Rate (which is also the Pass-Through Rate for the Certificates bearing the same
designation) and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III, and the designation and
Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC III Interest Interest Principal Balance Rate
I-A-1 Regular $411,478,000 (1)
I-A-2 Regular $50,426,000 (1)
II-A-1 Regular $379,964,000 (1)
M-1 Regular $25,274,000 (1)
M-2 Regular $17,922,000 (1)
B-1 Regular $7,812,000 (1)
B-2 Regular $4,595,000 (1)
B-3 Regular $4,595,000 (1)
B-4 Regular $5,055,000 (1)
XP Regular N/A (2)
B-IO-I and B-IO-P Regular $11,949,221.58 (3)
Component III of the Residual $0 (4)
Class R Certificates
___________________________
(1) REMIC III Regular Interests X-X-0, X-X-0, XX-X-0, X-0, X-0, X-0, X-0, B-3 and B-4 will bear interest at a variable rate equal to
the least of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the applicable Net Rate Cap.
(2) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled to receive Prepayment
Charges collected with respect to the Prepayment Charge Loans. The Class XP Certificates will not represent an interest in any
REMIC, they will instead represent an interest in the Trust constituted by this Agreement that is a strip of Prepayment Charges
associated with the Prepayment Charge Loans.
(3) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate on its Notional
Amount. Amounts paid, or deemed paid, to the Class B-IO Certificates shall be deemed to first be paid to REMIC III Regular
Interest B-IO-I in reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have been
reduced to zero and shall then be deemed paid to REMIC III Regular Interest B-IO-P in reduction of the principal balance thereof.
(4) Component III of the Class R Certificates will not bear interest.
(iv) As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting
of REMIC III Regular Interests B-IO-I and B-IO-P and any proceeds thereof as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC IV." The Class R-X Certificates will represent the sole Class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth
the designation, Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance for the single "regular interest" in
REMIC IV and the designation and Certificate Principal Balance of the Class R-X Certificates.
Class Designation for Type of Initial Uncertificated Uncertificated Pass-Through
each REMIC IV Interest Interest Principal Balance Rate
B-IO Regular $11,949,221.58 (1)
Class R-X Certificates Residual $0 (2)
(1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO Pass-Through Rate on its Notional
Amount. The REMIC IV Regular Interest will not have an Uncertificated Pass-Through Rate, but will be entitled to 100% of all
amounts distributed or deemed distributed on REMIC III Regular Interests B-IO-I and B-IO-P.
(2) The Class R-X Certificates will not bear interest.
(d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest maturity date in the Trust Fund has been designated as the "Latest
Possible Maturity Date" for the REMIC Regular Interests and the Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest
Accrual Period. With respect to each Distribution Date and each such Class of Certificates (other than the Residual Certificates or
the Class B-IO Certificates), interest shall be calculated, on the basis of a 360-day year and the actual number of days elapsed in
the related Interest Accrual Period, based upon the respective Pass-Through Rate set forth, or determined as provided, above and the
Certificate Principal Balance of such Class applicable to such Distribution Date. With respect to each Distribution Date and the
Class B-IO Certificates, interest shall be calculated, on the basis of a 360-day year consisting of twelve 30-day months, based upon
the Pass-Through Rate set forth, or determined as provided, above and the Notional Amount of such Class applicable to such
Distribution Date.
(f) The Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0, X-0, X-0, X-0-0, X-0-0, X-0,
A-7 and A-8. On original issuance, the Securities Administrator shall sign, countersign and shall deliver them at the direction of
the Depositor. Pending the preparation of definitive Certificates of any Class, the Securities Administrator may sign and
countersign temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for Certificates of
such Class, substantially of the tenor of the definitive Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may
determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary
Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office of the
Securities Administrator, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates,
the Securities Administrator shall sign and countersign and deliver in exchange therefor a like aggregate principal amount, in
authorized denominations for such Class, of definitive Certificates of the same Class. Until so exchanged, such temporary
Certificates shall in all respects be entitled to the same benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of such Class held by a nominee of
the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the
Depository in minimum denominations of (i) in the case of the Senior Certificates, $25,000 and in each case increments of $1.00 in
excess thereof, and (ii) in the case of the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess thereof,
except that one Certificate of each such Class may be issued in a different amount so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. On the
Closing Date, the Securities Administrator shall execute and countersign Physical Certificates all in an aggregate principal amount
that shall equal the Certificate Principal Balance of such Class on the Closing Date. The Residual Certificates shall each be issued
in certificated fully-registered form with no denomination. Each Class of Global Certificates, if any, shall be issued in fully
registered form in minimum dollar denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one
Certificate of each Class may be in a different denomination so that the sum of the denominations of all outstanding Certificates of
such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. On the Closing Date, the Securities
Administrator shall execute and countersign (i) in the case of each Class of Offered Certificates, the Certificate in the entire
Certificate Principal Balance of the respective Class and (ii) in the case of each Class of Private Certificates, Individual
Certificates all in an aggregate principal amount that shall equal the Certificate Principal Balance of each such respective Class on
the Closing Date. The Certificates referred to in clause (i) and if at any time there are to be Global Certificates, the Global
Certificates shall be delivered by the Depositor to the Depository or pursuant to the Depository's instructions, shall be delivered
by the Depositor on behalf of the Depository to and deposited with the DTC Custodian. The Securities Administrator shall sign the
Certificates by facsimile or manual signature and countersign them by manual signature on behalf of the Securities Administrator by
one or more authorized signatories, each of whom shall be Responsible Officers of the Securities Administrator or its agent. A
Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Securities
Administrator or its agent at the time of issuance shall bind the Securities Administrator, notwithstanding that such individuals or
any of them have ceased to hold such positions prior to the delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate the manually executed countersignature of the Securities Administrator or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
executed and delivered hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All Certificates
issued thereafter shall be dated the date of their countersignature.
(i) The Closing Date is hereby designated as the "startup" day of each 2007-3 REMIC within the meaning of
Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2007-3 REMIC shall have a tax year that is a calendar year and shall report
income on an accrual basis.
(k) The Securities Administrator on behalf of the Trustee shall cause each 2007-3 REMIC to timely elect to be treated as
a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of any Trust
established hereby shall be resolved in a manner that preserves the validity of such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon original issuance or upon issuance
of any other Certificate of any such Class in exchange therefor or upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR 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 AND (3)
SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO
THE PROVISIONS OF THIS PARAGRAPH.
(m) Notwithstanding anything to the contrary contained herein, the Securities Administrator shall not permit the
transfer of a beneficial interest in a Class B-IO Certificate unless the transferee executes and delivers to the Securities
Administrator any certification that is required pursuant to Section 9.10(f) prior to transfer. The following legend shall be placed
on the Class B-IO Certificates, whether upon original issuance or upon issuance of any other Certificate of any such Class in
exchange therefor or upon transfer thereof:
NO TRANSFER OF ANY CLASS B-IO CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS B-IO
CERTIFICATE PROVIDES TO THE SECURITIES ADMINISTRATOR AND ANY PAYING AGENT THE APPROPRIATE TAX CERTIFICATION FORM
(I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND
AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S.
TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A
CONDITION TO SUCH TRANSFER. UNDER THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE
OF ANY CLASS B-IO CERTIFICATE, THE SECURITIES ADMINISTRATOR SHALL FORWARD SUCH TAX CERTIFICATION FORM PROVIDED TO IT
TO THE COUNTERPARTY. EACH HOLDER OF A CLASS B-IO CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE
CONSENTED TO THE SECURITIES ADMINISTRATOR FORWARDING TO THE COUNTERPARTY ANY SUCH TAX CERTIFICATION FORM IT HAS
PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS
B-IO CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER
THE AGREEMENT.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Securities Administrator shall maintain at
its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the
Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein
provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical Certificate upon the satisfaction
of the conditions set forth below, upon surrender for registration of transfer of any Certificate at any office or agency of the
Securities Administrator maintained for such purpose, the Securities Administrator shall sign, countersign and shall deliver, in the
name of the designated transferee or transferees, a new Certificate of a like Class and aggregate Fractional Undivided Interest, but
bearing a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon original issuance or subsequent
transfer, each holder of such Certificate acknowledges the restrictions on the transfer of such Certificate set forth in the
Securities Legend and agrees that it will transfer such a Certificate only as provided herein. In addition to the provisions of
Section 5.02(h), the following restrictions shall apply with respect to the transfer and registration of transfer of an Private
Certificate or a Residual Certificate to a transferee that takes delivery in the form of an Individual Certificate:
(i) The Securities Administrator shall register the transfer of an Individual Certificate if the requested
transfer is being made to a transferee who has provided the Securities Administrator with a Rule 144A Certificate or comparable
evidence as to its QIB status.
(ii) The Securities Administrator shall register the transfer of any Individual Certificate if (x) the
transferor has advised the Securities Administrator in writing that the Certificate is being transferred to an Institutional
Accredited Investor along with facts surrounding the transfer as set forth in Exhibit F-3 hereto; and (y) prior to the transfer the
transferee furnishes to the Securities Administrator an Investment Letter (and the Securities Administrator shall be fully protected
in so doing), provided that, if based upon an Opinion of Counsel addressed to the Securities Administrator to the effect that the
delivery of (x) and (y) above are not sufficient to confirm that the proposed 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 Securities
Administrator 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 an Individual Certificate as shall be set
forth in such Opinion of Counsel.
(d) 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
Section 5.02(h), the rules of the Depository and the following:
(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 Securities Administrator shall register such transfer only upon compliance with the provisions of Section 5.02(c)(ii).
(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 Securities Administrator shall register such transfer only upon compliance with the provisions of Section 5.02(c)(i).
(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 Securities Administrator shall register such transfer
if the transferee has provided the Securities Administrator with a Rule 144A 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 Certificate as are sufficient to establish that it is a QIB.
(e) Subject to Section 5.02(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 Section 5.02(h), the rules of the
Depository and the following:
(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 Securities
Administrator a Rule 144A 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.
(f) (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 Securities Administrator 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 Securities Administrator 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.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange for or upon transfer of
another Individual Certificate or of a beneficial interest in a Global Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02, 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 5.01(g) or any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at
the Corporate Trust Office of the Securities Administrator, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to the Securities Administrator 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 Securities Administrator 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 Securities Administrator shall, within five Business Days of such request made at the Corporate
Trust Office of the Securities Administrator, sign, countersign and deliver at the Corporate Trust Office of the Securities
Administrator, 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 Fractional
Undivided 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 of the Securities Administrator
by the registered holder in person, or by a duly authorized attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized
denominations of a like Class and aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at the
Corporate Trust Office of the Securities Administrator; provided, however, that no Certificate may be exchanged for new Certificates
unless the original Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to the minimum
authorized denomination or (ii) is acceptable to the Depositor as indicated to the Securities Administrator in writing. Whenever any
Certificates are so surrendered for exchange, the Securities Administrator shall sign and countersign and the Securities
Administrator shall deliver the Certificates which the Certificateholder making the exchange is entitled to receive.
(j) If the Securities Administrator so requires, every Certificate presented or surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument of transfer, with a signature guarantee, in form satisfactory to
the Securities Administrator, duly executed by the holder thereof or his or her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
(l) The Securities Administrator shall cancel all Certificates surrendered for transfer or exchange but shall retain
such Certificates in accordance with its standard retention policy or for such further time as is required by the record retention
requirements of the Exchange Act, and thereafter may destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to
the Securities Administrator, or the Securities Administrator receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate, and (ii) there is delivered to the Securities Administrator such security or indemnity as it may require to save
itself and the Trustee harmless, and (iii) the Securities Administrator has not received notice that such Certificate has been
acquired by a third Person, the Securities Administrator shall sign, countersign and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Fractional Undivided Interest but in each case
bearing a different number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of record by the
Securities Administrator and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Securities Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Securities Administrator) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the
Depositor, the Guarantor, the Trustee, the Securities Administrator and any agent of the Depositor or the Securities Administrator
may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 6.01 and for all other purposes whatsoever. Neither the Depositor, the Securities Administrator
nor any agent of the Depositor or the Securities Administrator shall be affected by notice to the contrary. No Certificate shall be
deemed duly presented for a transfer effective on any Record Date unless the Certificate to be transferred is presented no later than
the close of business on the third Business Day preceding such Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates, or interests therein, may not
be transferred without the prior express written consent of the Tax Matters Person and the Sponsor, which cannot be unreasonably
withheld. As a prerequisite to such consent, the proposed transferee must provide the Tax Matters Person, the Sponsor and the
Securities Administrator with an affidavit that the proposed transferee is a Permitted Transferee (and an affidavit that it is a U.S.
Person, unless, in the case of a Class R Certificate only, the Tax Matters Person and the Sponsor consent to the transfer to a person
who is not a U.S. Person) as provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a beneficial interest therein) may be
made unless, prior to the transfer, sale or other disposition of a Residual Certificate, the proposed transferee (including the
initial purchasers thereof) delivers to the Tax Matters Person, the Securities Administrator and the Depositor an affidavit in the
form attached hereto as Exhibit E stating, among other things, that as of the date of such transfer (i) such transferee is a
Permitted Transferee and that (ii) such transferee is not acquiring such Residual Certificate for the account of any person who is
not a Permitted Transferee. The Tax Matters Person shall not consent to a transfer of a Residual Certificate if it has actual
knowledge that any statement made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any
transfer, sale or other disposition of a Residual Certificate to any Person who is not a Permitted Transferee, such transfer, sale or
other disposition shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Holder of
a Residual Certificate for any purpose hereunder, including, but not limited to, the receipt of distributions thereon. If any
purported transfer shall be in violation of the provisions of this Section 5.05(b), then the prior Holder thereof shall, upon
discovery that the transfer of such Residual Certificate was not in fact permitted by this Section 5.05(b), be restored to all
rights as a Holder thereof retroactive to the date of the purported transfer. None of the Securities Administrator, the Tax Matters
Person or the Depositor shall be under any liability to any Person for any registration or transfer of a Residual Certificate that is
not permitted by this Section 5.05(b) or for making payments due on such Residual Certificate to the purported Holder thereof or
taking any other action with respect to such purported Holder under the provisions of this Agreement so long as the written affidavit
referred to above was received with respect to such transfer, and the Tax Matters Person, the Securities Administrator and the
Depositor, as applicable, had no knowledge that it was untrue. The prior Holder shall be entitled to recover from any purported
Holder of a Residual Certificate that was in fact not a permitted transferee under this Section 5.05(b) at the time it became a
Holder all payments made on such Residual Certificate. Each Holder of a Residual Certificate, by acceptance thereof, shall be deemed
for all purposes to have consented to the provisions of this Section 5.05(b) and to any amendment of this Agreement deemed necessary
(whether as a result of new legislation or otherwise) by counsel of the Tax Matters Person or the Depositor to ensure that the
Residual Certificates are not transferred to any Person who is not a Permitted Transferee and that any transfer of such Residual
Certificates will not cause the imposition of a tax upon the Trust or cause any REMIC to fail to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the Tax Matters Person shall have
consented in writing (which consent may be withheld in the Tax Matters Person's sole discretion), the Class R Certificates (including
a beneficial interest therein), may not be purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters Person if it is the Holder of
the largest percentage interest of such Certificate, and appoints the Securities Administrator to act on its behalf with respect to
all matters concerning the tax obligations of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer or other disposition
(including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption
from the registration requirements of the Securities Act and any applicable state securities or "Blue Sky" laws is available. Except
with respect to (i) the initial transfer of the Class XP Certificates or Class R-X Certificate on the Closing Date, (ii) the transfer
of any Class of Certificates including the Class R-X Certificates and the Class B-IO Certificates to any NIM Issuer or any NIM
Trustee or in connection with the issuance of any NIM Securities, or (iii) a transfer of the Class XP Certificates or Class R-X
Certificate to the Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a Physical
Certificate is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, in order to
assure compliance with the Securities Act and such laws, and the prospective transferee (other than the Depositor) of such
Certificate signs and delivers to the Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited
Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth
as Exhibit F-2 hereto. 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 Certificate as are
sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB,
the Securities Administrator may require an Opinion of Counsel addressed to the Securities Administrator that such transaction is
exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Securities
Administrator or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of SubSection (b), no Residual Certificates or Private
Certificates may be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement
that is subject to Title I of ERISA or Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan, unless the
proposed transferee provides the Securities Administrator, with an Opinion of Counsel addressed to the Master Servicer, the Trustee,
the Guarantor and the Securities Administrator (upon which they may rely) that is satisfactory to the Securities Administrator, which
opinion will not be at the expense of the Master Servicer, the Trustee, the Guarantor or the Securities Administrator, that the
purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a
nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer, the
Trustee, the Guarantor or the Securities Administrator to any obligation in addition to those undertaken in the Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section 5.07(a), any Person acquiring an
interest in a Global Certificate which is a Private Certificate, by acquisition of such Certificate, shall be deemed to have
represented to the Securities Administrator, and any Person acquiring an interest in a Private Certificate in definitive form shall
represent in writing to the Securities Administrator, that it is not acquiring an interest in such Certificate directly or indirectly
by, or on behalf of, or with "plan assets" of, an employee benefit plan or other retirement arrangement which is subject to Title I
of ERISA and/or Section 4975 of the Code.
(c) Each beneficial owner of a Class II-A-1, Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 or 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) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P, DBRS or Xxxxx'x, (ii)
such beneficial owner is not a Plan or investing with "plan assets" of any Plan, 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.
(d) Neither the Master Servicer, the Trustee nor the Securities Administrator will be required to monitor, determine or
inquire as to compliance with the transfer restrictions with respect to the Global Certificates. Any attempted or purported transfer
of any Certificate in violation of the provisions of Sections (a), (b) or (c) 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 Securities Administrator, the Trustee and the Master Servicer
from and against any and all liabilities, claims, costs or expenses incurred by the Securities Administrator, the Trustee or the
Master Servicer as a result of such attempted or purported transfer. The Securities Administrator and the Trustee shall have no
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 5.08. Rule 144A Information. For so long as any Private Certificates are outstanding, (1) the Sponsor will
provide or cause to be provided to any holder of such Private Certificates and any prospective purchaser thereof designated by such a
holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or
prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Sponsor shall update such information from time to
time in order to prevent such information from becoming false and misleading and will take such other actions as are necessary to
ensure that the safe harbor exemption from the registration requirements of the Securities Act under Rule 144A is and will be
available for resales of such Private Certificates conducted in accordance with Rule 144A.
Section 5.09. The Guaranty. No later than 11:00 a.m. New York City time on each Distribution Date following receipt of a
statement (as set forth in Section 6.04) that indicates a Deficiency Amount for such Distribution Date, the Guarantor shall remit to
the Securities Administrator, by wire transfer of immediately available funds, for payment to the Class II-A-1 Certificates, a
Guarantor Payment in an aggregate amount equal to the Deficiency Amount for such Distribution Date, as follows: (i) the Guaranteed
Interest Distribution Amount shall be distributed as interest with respect to the Class II-A-1 Certificates pursuant to clause (2)(b)
of Section 6.01(a) First; and (ii) the Guaranteed Principal Distribution Amount shall be distributed as principal with respect to the
Class II-A-1 Certificates pursuant to clauses (A)(1)(b) and (B)(1)(b) of Section 6.01(a) Second, as applicable.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Certificates. (a) On each Distribution Date, an amount equal to the Interest Funds
and Principal Funds for such Distribution Date and each Loan Group shall be withdrawn by the Securities Administrator from the
Distribution Account and the Pre-Funding Account (only with respect to the Group I Mortgage Loans) to the extent of funds on deposit
therein and distributed in the following order of priority:
First, Interest Funds will be distributed, in the following manner and order of priority:
1. From Interest Funds in respect of the Loan Group II, to pay the Guaranty Fee for the Class II-A-1
Certificates;
2. Concurrently, (a) from Interest Funds in respect of Loan Group I, to the Class I-A-1 Certificates and the
Class I-A-2 Certificates, the Current Interest and then any Interest Carry-Forward Amount for each such Class, on a pro rata
basis based on the Current Interest and Interest Carry-forward Amount owed to each such Class, (b) from Interest Funds in
respect of Loan Group II, to the Class II-A-1 Certificates, the Current Interest and then any Interest Carry-Forward Amount
for the Class II-A-1 Certificates;
3. From any remaining Interest Funds in respect of Loan Group II, to pay the Guarantor any Guarantor Interest
Reimbursement Amount;
4. Concurrently, (a) from Interest Funds in respect of Loan Group II, to the Class I-A-1 Certificates and the
Class I-A-2 Certificates, pro rata the Current Interest and then any Interest Carry-forward Amount for each such Class to
the extent remaining undistributed and (b) from Interest Funds in respect of Loan Group I, first, to the Class II-A-1
Certificates, the Current Interest and then any Interest Carry-forward Amount to the extent remaining undistributed, and
second, to pay the Guarantor any remaining Guarantor Interest Reimbursement Amount;
5. From remaining Interest Funds, to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, sequentially, in that order, the Current Interest for each such Class;
6. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the
Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be included as part of the
Principal Distribution Amount and distributed in accordance with second (A) and (B) below; and
7. Any Remaining Excess Spread will be applied, together with the Overcollateralization Release Amount, as
Excess Cashflow pursuant to clauses Third through Fourteenth below.
On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest
Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as set forth in the definition of Current
Interest herein.
Second, to pay as principal on the Certificates entitled to payments of principal, in the following order of priority:
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, from
Principal Funds for the related Loan Group and the Extra Principal Distribution Amount for such Distribution Date:
1. Concurrently, (a) with respect to Loan Group I, to the Class I-A-1 Certificates and the Class I-A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, an amount equal to the
Class I-A Principal Distribution Percentage of the Principal Distribution Amount until the Certificate Principal Balances of
each such class thereof are reduced to zero and (b) with respect to Loan Group II, to the Class II-A-1 Certificates, an
amount equal to the Class II-A-1 Principal Distribution Percentage of the Principal Distribution Amount until the
Certificate Principal Balance thereof is reduced to zero;
2. With respect to Loan Group II, to pay the Guarantor any Guarantor Principal Reimbursement Amount;
3. Concurrently, (a) with respect to Loan Group II, to the Class I-A-1 Certificates and the Class I-A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, an amount equal to the
Class I-A Principal Distribution Percentage of the Principal Distribution Amount to the extent remaining undistributed until
the Certificate Principal Balances of each such Class thereof are reduced to zero and (b) with respect to Loan Group I,
first to the Class II-A-1 Certificates, an amount equal to the Class II-A-1 Principal Distribution Percentage of the
Principal Distribution Amount to the extent remaining undistributed until the Certificate Principal Balance thereof is
reduced to zero, and second, to pay the Guarantor any remaining Guarantor Principal Reimbursement Amount;
4. To the Class M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
5. To the Class M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
6. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
7. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero;
8. To the Class B-3 Certificates, any remaining Principal Distribution Amount until the Certificate Principal
Balance thereof is reduced to zero; and
9. To the Class B-4 Certificates, any remaining Principal Distribution Amount 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, from
Principal Funds for the related Loan Group and the Extra Principal Distribution Amount for such Distribution Date:
1. Concurrently, (a) with respect to Loan Group I, to the Class I-A-1 Certificates and the Class I-A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, an amount equal to the
Class I-A Principal Distribution Amount until the Certificate Principal Balances of each such Class thereof are reduced to
zero and (b) with respect to Loan Group II, to the Class II-A-1 Certificates, an amount equal to the Class II-A-1 Principal
Distribution Amount until the Certificate Principal Balance thereof is reduced to zero
2. With respect to Loan Group II, to pay the Guarantor any Guarantor Principal Reimbursement Amount;
3. Concurrently, (a) with respect to Loan Group II, to the Class I-A-1 Certificates and the Class I-A-2
Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, an amount equal to the
Class I-A Principal Distribution Amount to the extent remaining undistributed until the Certificate Principal Balances of
each such Class thereof are reduced to zero and (b) with respect to Loan Group I, first to the Class II-A-1 Certificates, an
amount equal to the Class II-A-1 Principal Distribution Amount to the extent remaining undistributed until the Certificate
Principal Balance thereof is reduced to zero, and second, to pay the Guarantor any remaining Guarantor Principal
Reimbursement Amount;
4. To the Class M-1 Certificates, from any remaining Principal Distribution Amount, the Class M-1 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
5. To the Class M-2 Certificates, from any remaining Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
6. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
7. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero;
8. To the Class B-3 Certificates, from any remaining Principal Distribution Amount, the Class B-3 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and
9. To the Class B-4 Certificates, from any remaining Principal Distribution Amount, the Class B-4 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero.
Third, (a) from any Excess Cashflow relating to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the
respective amounts owed to each such Class, (i) any Interest Carry-forward Amount for each such Class to the extent not fully paid
pursuant to subclauses First (2) or (4) above and (ii) any Unpaid Realized Loss Amount for each such Class for such distribution date
and (b) from any Excess Cashflow relating to Loan Group II, to the Class II-A-1 Certificates (i) any Interest Carry-forward Amount
for such Class to the extent not fully paid pursuant to subclauses First (2) or (4) above and (ii) any Unpaid Realized Loss Amount
for each such Class for such Distribution Date;
Fourth, from any remaining Excess Cashflow, the following amounts to the Class M-1 Certificates: (a) any Interest Carry
Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow, the following amounts to the Class M-2 Certificates: (a) any Interest Carry
Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow, the following amounts to the Class B-1 Certificates: (a) any Interest Carry
Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow, the following amounts to the Class B-2 Certificates: (a) any Interest Carry
Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow, the following amounts to the Class B-3 Certificates: (a) any Interest Carry
Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow, the following amounts to the Class B-4 Certificates: (a) any Interest Carry
Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date;
Tenth, from any remaining Excess Cashflow, to each Class of Class A Certificates, any Basis Risk Shortfall Carry Forward
Amount (remaining unpaid after payments are made under the related Cap Contracts) for each such Class for such Distribution Date, pro
rata, based on the Basis Risk Shortfall and Basis Risk Shortfall Carry Forward Amount owed to each such Class (any such amounts being
first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.06);
Eleventh, from any remaining Excess Cashflow, to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, any Basis Risk Shortfall Carry Forward Amount (remaining unpaid after payments are made under the
related Cap Contracts), in each case for such Class for such Distribution Date (any such amounts being first deposited to, and then
immediately withdrawn from, the Reserve Fund as provided in Section 4.06);
Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO Distribution Amount for such
Distribution Date;
Thirteenth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed Class B-IO Advances; and
Fourteenth, any remaining amounts to the Residual Certificates.
All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall Carry Forward Amounts made pursuant to
the provisions of this paragraph (a) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IV to the
holders of the Class B-IO Certificates, and then paid outside of any 2007-3 REMIC to the recipients thereof pursuant to an interest
rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of
filing their income tax returns.
(b) On each Distribution Date, the related Cap Contract Payment Amount with respect to such Payment Date shall be
distributed in the following order of priority, in each case to the extent of amounts available:
(i) first, to the holders of the related Class or Classes of Certificates, the payment of any Basis Risk
Shortfall Carry Forward Amount for such Distribution Date;
(ii) second, from any remaining amounts, the payment of an amount equal to any Current Interest and Interest
Carry Forward Amount for the related Class or Classes of Certificates to the extent not covered by Interest Funds or Excess Cashflow
on such Distribution Date;
(iii) third, from any remaining amounts, available from the Cap Contracts relating to the Class A Certificates,
to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, to the extent not paid
pursuant to clauses (i) or (ii) above; and
(iv) fourth, to the Class B-IO Certificates, any remaining amount.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the Offered Certificates and the
Class B-4 Certificates will be allocated first to the Class I-A Certificates, pro rata, based on the current Realized Losses and any
Unpaid Realized Loss Amount for each such Class for such Distribution Date, and then to the Class M-1, Class M-2, Class B-1, Class
B-2, Class B-3 and Class B-4 Certificates, in that order, to pay any current Realized Losses and any Unpaid Realized Loss Amount, in
each case, for such Class and for such Distribution Date to the extent not covered by Excess Cashflow on such Distribution Date.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the Class II-A-1 Certificates will
be allocated first to the Class II-A-1 Certificates based on the current Realized Losses and any Unpaid Realized Loss Amount (if any)
for such Distribution Date, and then to the Class M-1, Class M-2, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
order, to pay any current Realized Losses and any Unpaid Realized Loss Amount, in each case, for such Class and for such Distribution
Date to the extent not covered by Excess Cashflow on such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry Forward Amounts will be treated,
for federal income tax purposes, as reimbursable advances ("Class B-IO Advances") made from the holder of the Class B-IO
Certificates. Such Class B-IO Advances will be paid back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a).
(c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing Prepayment Charges
in respect of the Prepayment Charge Loans with respect to the Mortgage Loans received during the related Prepayment Period will be
withdrawn from the Distribution Account and distributed by the Securities Administrator to the Holders of the XP Certificates and
shall not be available for distribution to the Holders of any other Class of Certificates.
(d) The expenses and fees of the Trust shall be paid by each of the 2007-3 REMICs, to the extent that such expenses
relate to the assets of each of such respective 2007-3 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by
each of the 2007-3 REMICs.
Section 6.02. Allocation of Losses and Subsequent Recoveries on the Certificates. (a) On or prior to each Determination
Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the
related Prepayment Period, based on information provided by the related Servicer. Any Realized Losses with respect to the Mortgage
Loans shall be applied on each Distribution Date after the distributions provided for in Section 6.01, in reduction of the
Certificate Principal Balance of the Class or Classes of Certificates to the extent provided in the definition of Applied Realized
Loss Amount.
(b) In addition, in the event that the Master Servicer or the Securities Administrator receives any Subsequent Recoveries
from a Servicer, the Master Servicer or the Securities Administrator shall deposit such funds into the Distribution Account pursuant to
Section 4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of
such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the highest
payment priority to which Applied Realized Loss Amounts have been allocated, but not by more than the amount of Applied Realized Loss
Amounts previously allocated to that Class of Certificates. The amount of any remaining Subsequent Recoveries first will be applied to
sequentially increase the Certificate Principal Balance of the Certificates, with respect to Loan Group I, beginning with the Class
I-A-1 Certificates and then the Class I-A-2 Certificates, with respect to Loan Group II, the Class II-A-1 Certificates, and then any
remaining Subsequent Recoveries will be applied to the Subordinate Certificates starting with the Subordinate Certificate with the
highest payment priority, in each case, up to the amount of such Applied Realized Loss Amount, to the extent not covered by Excess
Spread and Overcollateralization, previously allocated to such Class or Classes. Notwithstanding the foregoing, any Subsequent
Recoveries will be allocated to the related Senior Certificates to the extent of any Applied Realized Loss Amounts before being applied
to the Subordinate Certificates. Holders of such Certificates will not be entitled to any payments in respect of Current Interest on the
amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such
increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective
Fractional Undivided Interest.
Section 6.03. Payments. (a) On each Distribution Date, other than the final Distribution Date, the Securities
Administrator shall distribute to each Certificateholder of record as of the immediately preceding Record Date the
Certificateholder's pro rata share of its Class (based on the aggregate Fractional Undivided Interest represented by such Holder's
Certificates) of all amounts required to be distributed on such Distribution Date to such Class. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts, the Securities Administrator shall determine the
amount to be distributed to each Certificateholder. The Securities Administrator's calculations of payments shall be based solely on
information provided to the Securities Administrator by the Master Servicer. The Securities Administrator shall not be required to
confirm, verify or recompute any such information but shall be entitled to rely conclusively on such information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check mailed to each Certificateholder
entitled thereto at the address appearing in the Certificate Register or (ii) upon receipt by the Securities Administrator on or
before the fifth Business Day preceding the Record Date of written instructions from a Certificateholder by wire transfer to a United
States dollar account maintained by the payee at any United States depository institution with appropriate facilities for receiving
such a wire transfer; provided, however, that the final payment in respect of each Class of Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or agency of the Securities Administrator specified in the
notice to Certificateholders of such final payment. Payments to the Guarantor on each Distribution Date with respect to the Guaranty
Fee will be made by wire transfer of immediately available funds to the following Federal Reserve Account: Telegraphic: FNMA NYC,
ABA: 000000000, Ref: GR-466 2007F38 Gfee.
Section 6.04. Statements to Certificateholders. On each Distribution Date, concurrently with each distribution to
Certificateholders, the Securities Administrator shall make available to the parties hereto, the Guarantor and each
Certificateholder, via the Securities Administrator's internet website as set forth below, the following information, expressed in
the aggregate and as a Fractional Undivided Interest representing an initial Certificate Principal Balance of $1,000, or in the case
of the Class B-IO Certificates, an initial Notional Amount of $1,000:
(a) the Certificate Principal Balance or Notional Amount, as applicable, of each Class 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;
(b) the amount of the related distribution to Holders of each 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);
(c) (i) the Deficiency Amount, the Guarantor Payment and the Guarantor Reimbursement Amount for such Distribution Date
and (ii) the Guaranty Fee to be paid to the Guarantor with respect to the Class II-A-1 Certificates for such Distribution Date;
(d) the Pass-Through Rate for each applicable Class of Certificates with respect to the current Accrual Period, and, if
applicable, whether such Pass-Through Rate was limited by the Net Rate Cap;
(e) the amount of such distribution to Holders of each Class allocable to interest;
(f) the applicable accrual periods dates for calculating distributions and general Distribution Dates;
(g) the total cash flows received and the general sources thereof;
(h) 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 Servicer for the related Due
Period;
(i) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;
(j) with respect to each Loan Group, the amount of such distribution to each Certificate allocable to interest
and, with respect to the Certificates, the portion thereof, if any, provided by the Cap Contract;
(k) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward Amount for each Class of
Certificates;
(l) with respect to each Loan Group, the aggregate Stated Principal Balance of the Mortgage Loans for the following
Distribution Date;
(m) the number and Outstanding Principal Balance of the Mortgage Loans in each Loan Group that were Delinquent
(exclusive of any Mortgage Loan in foreclosure) in respect of which (A) one Scheduled Payment is Delinquent, (B) two Scheduled
Payments are Delinquent, (C) three or more Scheduled Payments are Delinquent and (D) foreclosure proceedings have been commenced, in
each case as of the close of business on the last day of the calendar month preceding such Distribution Date and separately
identifying such information for the (1) first lien Mortgage Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage
Loans, in each such Loan Group;
(n) with respect to each Loan Group, the amount of Monthly Advances included in the distribution on such Distribution
Date (including the general purpose of such Monthly Advances) and the amount of any Monthly Advance required to be made by a Servicer
pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.08 that is not made by the applicable
Servicer or Master Servicer with respect to such Distribution Date;
(o) with respect to each Class of Certificates, the cumulative amount of Applied Realized Loss Amounts to date;
(p) if applicable, material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments
during the prior calendar month or that have become material over time;
(q) with respect to each Loan Group and with respect to any Mortgage Loan that was liquidated during the prior calendar
month, the loan number and aggregate Stated Principal Balance of, and Realized Loss on, such Mortgage Loan as of the close of
business on the Determination Date preceding such Distribution Date;
(r) with respect to each Loan Group, the total number and principal balance of any real estate owned or REO
Properties as of the close of business on the last day of the calendar month preceding such Distribution Date;
(s) with respect to each Loan Group, 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 (in respect of which using
the OTS method of calculation) 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 close of business on the last day of the calendar month
preceding such Distribution Date and separately identifying such information for the (1) first lien Mortgage Loans, and (2) Adjustable
Rate Mortgage Loans;
(t) the Realized Losses during the related calendar month and the cumulative Realized Losses through the end of
the preceding month;
(u) whether a Trigger Event exists;
(v) updated pool composition data including the following with respect to each Loan Group: weighted average mortgage
rate and weighted average remaining term;
(w) the amount of the Master Servicing Fee;
(x) the amount withdrawn from the Pre-funding Account, the Pre-Funding Reserve Account and the Interest Coverage Account
and deemed to be Principal Funds or Interest Funds on that Distribution Date, the amount remaining on deposit in the Pre-Funding
Account and in the Interest Coverage Account, following such Distribution Date, and the amount withdrawn from the Pre-Funding Account
and used to buy Subsequent Mortgage Loans prior to such Distribution Date;
(y) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as of the close of business on
the applicable Distribution Date and a description of any change in the calculation of these amounts; and
(z) the amount of the distribution made on such Distribution Date to the Holders of the Class XP Certificates allocable
to Prepayment Charges for the related Mortgage Loans.
The Securities Administrator will provide to the Guarantor such other information as the Guarantor may reasonably request in
writing in such format as reasonably required by the Guarantor and any other information that is required by the Code and regulations
thereunder to be made available to Certificateholders.
The information set forth above shall be calculated or reported, as the case may be, by the Securities Administrator, based
solely on, and to the extent of, information provided to the Securities Administrator and the Master Servicer by the Servicer and the
Counterparty. The Securities Administrator may conclusively rely on such information and shall not be required to confirm, verify or
recalculate any such information.
The Securities Administrator may make available each month, to any interested party, the monthly statement to
Certificateholders via the Securities Administrator's website initially located at "xxx.xxxxxxx.xxx." Assistance in using the
website can be obtained by calling the Securities Administrator's customer service desk at (000) 000-0000. Parties that are unable
to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the Securities
Administrator's customer service desk and indicating such. The Securities Administrator shall have the right to change the way such
reports are distributed in order to make such distribution more convenient and/or more accessible to the parties, and the Securities
Administrator shall provide timely and adequate notification to all parties regarding any such change.
The Securities Administrator shall comply with all of the requirements specified in the Guarantor's "Private Label Wrap
Deals - Quick Start Guide for Lenders" or such other data and information as the Securities Administrator and the Guarantor may agree
from time to time.
Within a reasonable period of time after the end of the preceding calendar year beginning in 2008, the Securities
Administrator will furnish a report to the Guarantor and each Holder of the Certificates of record at any time during the prior
calendar year as to the aggregate of amounts reported pursuant to subclauses (a)(i) and (a)(ii) above with respect to the
Certificates, plus information with respect to the amount of servicing compensation and such other customary information as the
Securities Administrator may determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state
law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year. Such obligations shall be
deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Securities
Administrator or the Trustee pursuant to the requirements of the Code.
Within 15 days after each Distribution Date, if requested in writing by the Guarantor, the Securities Administrator shall
deliver a statement as of the status and location of the Distribution Account and any amounts withdrawn from the Distribution Account
pursuant to Section 4.04(g) and Section 4.05.
No later than 2:00 pm (EST) of the third Business Day preceding each Distribution Date, the Securities Administrator shall
deliver to the Guarantor (by electronic medium as specified in the next sentence) a statement identifying the Class Factor for each
Class of Certificates. The Securities Administrator shall deliver such statement via the internet using the following domain name:
xxxx_xxxxx@Xxxxxxxxx.xxx. If a Guarantor Payment will be payable on a Distribution Date, all information required under Section
6.04, together with wiring instructions for remittance of such Guarantor Payment to the Securities Administrator, must also be
similarly delivered to Guarantor by 2:00 pm (EST) of such third Business Day preceding such Distribution Date. The second monthly
consecutive failure (or three or more failures in any twelve-month period) by the Securities Administrator to deliver the Class
Factor (or to deliver an accurate Class Factor) to the Guarantor shall permit the Guarantor to remove the Securities Administrator
for cause, provided that the Servicers have delivered to the Securities Administrator accurate information in a timely manner for the
Securities Administrator to comply with such reporting deadline.
Section 6.05. Monthly Advances. If the related Servicer (other than Xxxxx Fargo) was required to make a Monthly Advance
pursuant to the related Servicing Agreement and fails to make any required Monthly Advance, in whole or in part, the Master Servicer,
as successor servicer, or any other successor servicer appointed by it, will deposit in the Distribution Account not later than the
Distribution Account Deposit Date immediately preceding the related Distribution Date an amount equal to such Monthly 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 a Nonrecoverable Advance. Subject to the foregoing, the Master Servicer, as successor
servicer, shall continue to make such advances through the date that the related Servicer is required to do so under its Servicing
Agreement; provided, however, that if the Master Servicer deems an advance to be a Nonrecoverable Advance, on the Distribution
Account Deposit Date, the Master Servicer shall not be obligated to make such advance and shall present an Officer's Certificate to
the Trustee and (if requested in writing) to the Guarantor (i) stating that the Master Servicer elects not to make a Monthly Advance
in a stated amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.
Notwithstanding the foregoing, the Master Servicer shall not be required to make any Monthly Advances that Xxxxx Fargo, as
Servicer, was required to make pursuant to the Xxxxx Fargo Servicing Agreement and failed to do so. In the event that Xxxxx Fargo as
Servicer or the Master Servicer fails to make a required Monthly Advance, the Trustee, as successor servicer or the successor master
servicer, as applicable, shall be required to remit the amount of such Monthly Advance to the Distribution Account in accordance with
and subject to the terms of this Agreement (including its rights of reimbursement hereunder) and shall provide the Guarantor (if
requested) notice of such remittance by the Trustee.
Section 6.06. Compensating Interest Payments. The Master Servicer shall deposit in the Distribution Account not later
than each Distribution Account Deposit Date an amount equal to the lesser of (i) the sum of the aggregate amounts required to be paid
by the Servicers under the Servicing Agreements with respect to subclauses (a) and (b) of the definition of Interest Shortfall with
respect to the Mortgage Loans for the related Distribution Date, and not so paid by the related Servicers and (ii) the Master
Servicing Fee for such Distribution Date (such amount, the "Compensating Interest Payment"). The Master Servicer shall not be
entitled to any reimbursement of any Compensating Interest Payment.
Section 6.07. Distributions on REMIC Regular Interests. (a) On each Distribution Date, the Securities Administrator shall be
deemed to distribute to REMIC II as the holder of the REMIC I Regular Interests, those portions of the REMIC I Distribution Amount not
designated to Component I of the Class R Certificates, in the amounts and in accordance with the priorities set forth in the definition
of REMIC I Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute to REMIC III as the holder of the
REMIC II Regular Interests, those portions of the REMIC II Distribution Amount not designated to Component II of the Class R
Certificates, in the amounts and in accordance with the priorities set forth in the definition of REMIC II Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute the REMIC III Distribution Amount
to: (i) the holders of the Certificates (other than the Class B-IO Certificates), as the holders of the REMIC III Interests (other
than REMIC III Regular Interests B-IO-I and B-IO-P) and (ii) itself on behalf of REMIC IV, as holder of REMIC III Regular Interests
B-IO-I and B-IO-P, in the amounts and in accordance with the priorities set forth in the definition of REMIC III Distribution Amount.
(d) On each Distribution Date, the Securities Administrator shall be deemed to distribute to the holder of the Class
B-IO Certificates, as the holder of the REMIC IV Regular Interest, the amounts set forth in the definition of REMIC IV Distribution
Amount.
(b) Notwithstanding the deemed distributions on the REMIC Regular Interests described in this Section 6.10,
distributions of funds from the Distribution Account shall be made only in accordance with Sections 6.01 and 6.02.
ARTICLE VII
The Master Servicer
Section 7.01. Liabilities of the Master Servicer. The Master Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by it herein.
Section 7.02. Merger or Consolidation of the Master Servicer. (a) 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 and its qualifications (or the qualification of an affiliate) as an approved conventional seller/servicer for
Xxxxxx Xxx or Xxxxxxx Mac in good standing.
(b) Any Person into which the Master Servicer may be merged or consolidated, or any corporation resulting from any
merger or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master
Servicer, shall be the successor of 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; provided that the successor or surviving Person
to the Master Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of Xxxxxx Mae.
Section 7.03. Indemnification by the Master Servicer and the Trust Fund. (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, the Servicing Agreements, the
Assignment Agreements or the Certificates or the powers of attorney delivered by the Trustee hereunder (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 Depositor written notice thereof promptly after a Responsible Officer of the
Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Trustee's failure to give any such
notice shall not affect the Trustee's right to indemnification hereunder, except to the extent the Master Servicer is materially
prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer
or the Securities Administrator and the termination of this Agreement.
(b) The Trust Fund will indemnify any Indemnified Person for any loss, liability or expense (including reasonable legal
fees and disbursements of counsel) of any Indemnified Person not otherwise covered by the Master Servicer's indemnification pursuant
to Section 7.03(a).
Section 7.04. Limitations on Liability of the Master Servicer and Others. Subject to the obligation of the Master
Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be
under any liability to the Indemnified Persons, the Depositor, 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 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 Master Servicer and any director, officer, employee or agent of 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 Master Servicer, the Custodian and any director, officer, employee or agent of 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
Certificates or any Servicing Agreement (except to the extent that the Master Servicer is indemnified by the Servicer thereunder),
other than (i) any such loss, liability or expense related to the Master Servicer's failure to perform its duties in compliance with
this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the
Custodian's failure to perform its duties under the Custodial Agreement, respectively, or (ii) any such loss, liability or expense
incurred by reason of 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) The Master Servicer 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 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 Distribution Account as provided by Section 4.05. Nothing in this Section 7.04(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 3.01(a).
(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 any Servicer, except as otherwise expressly
provided herein.
Section 7.05. Master Servicer Not to Resign. Except as provided in Section 7.07, the Master Servicer shall not resign
from the obligations and duties hereby imposed on it except with the consent of the Guarantor and 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 Independent Counsel addressed to the Trustee
and the Guarantor to such effect delivered to the Trustee and the Guarantor. No such resignation by the Master Servicer shall become
effective until the Company or the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee and the
Guarantor shall have assumed the responsibilities and obligations of the Master Servicer in accordance with Section 8.02 hereof. The
Trustee shall notify the Rating Agencies upon its receipt of written notice of the resignation of the Master Servicer.
Section 7.06. Successor Master Servicer. In connection with the appointment of any successor Master Servicer or the
assumption of the duties of the Master Servicer, the Company or the Trustee may make such arrangements for the compensation of such
successor master servicer out of payments on the Mortgage Loans as the Company 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.
Notwithstanding the foregoing, the compensation payable to a successor master servicer may not exceed the compensation which the
Master Servicer would have been entitled to retain if the Master Servicer had continued to act as Master Servicer hereunder.
Section 7.07. Sale and Assignment of Master Servicing. The Master Servicer may sell and assign its rights and delegate
its duties and obligations in its entirety as Master Servicer under this Agreement and the Company may terminate the Master Servicer
without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment
and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Xxxxxx Xxx; (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 and the Guarantor (as evidenced in a writing signed by the Trustee and the Guarantor); and (d) shall
execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement;
(ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each
Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect
delivered to the Master Servicer and the Trustee (at the expense of the Master Servicer); (iii) the Master Servicer assigning and
selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent 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; and (iv) in the event the Master Servicer is terminated without cause by
the Company, the Company shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Stated Principal
Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master
Servicer. No such assignment or delegation shall affect any rights or liability of the Master Servicer arising prior to the
effective date thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. "Event of Default," wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body)
and only with respect to the defaulting Master Servicer:
(a) The Master Servicer fails to cause to be deposited in the Distribution Account any amount so required to be
deposited pursuant to this Agreement (other than a Monthly Advance), and such failure continues unremedied for a period of three
Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to
the Master Servicer; or
(b) The Master Servicer fails to observe or perform in any material respect any other material covenants and agreements
set forth in this Agreement to be performed by it, which covenants and agreements materially affect the rights of Certificateholders,
and such failure continues unremedied for a period of 60 days after the date on which written notice of such failure, properly
requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Guarantor or to the Master
Servicer and the Trustee by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of
the Trust Fund; or
(c) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance
of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced
against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60
days after the commencement of the case;
(d) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become
due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit
of its creditors, or voluntarily suspends payment of its obligations;
(e) The Master Servicer assigns or delegates its duties or rights under this Agreement in contravention of the
provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18;
(g) The Master Servicer fails to cause to be deposited, in the Distribution Account any Monthly Advance (other than a
Nonrecoverable Advance) by 5:00 p.m. New York City time on the Distribution Account Deposit Date; or
(h) The Master Servicer and its affiliates ceases to be an approved servicer of Xxxxxx Xxx.
In each and every such case, so long as such Event of Default with respect to the Master Servicer shall not have been
remedied, any of the Trustee, the Guarantor or the Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the principal of the Trust Fund, by notice in writing to the Master Servicer (and to the Trustee if given by such
Certificateholders), with a copy to the Rating Agencies, 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/or the REO Property serviced by the Master Servicer and
the proceeds thereof. Upon the receipt by the Master Servicer of the written notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the Certificates, the Mortgage Loans, REO Property or under any other related
agreements (but only to the extent that such other agreements relate to the Mortgage Loans or related REO Property) shall, subject to
Section 3.17 and Section 8.02, automatically and without further action pass to and be vested in the Trustee, in its capacity as
successor Master Servicer, pursuant to this Section 8.01 (and, with respect to an Event of Default resulting from the Master
Servicer's failure to comply with Section 3.17, such power and authority of the Master Servicer shall, subject to Section 8.02,
automatically and without further action pass to and be vested in the successor Master Servicer appointed by the Depositor); and,
without limitation, the Trustee, in its capacity as successor Master Servicer,(or such successor Master Servicer appointed by the
Depositor, as the case may be), is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer as
attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment
of the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee, in its capacity
as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), in effecting the
termination of the Master Servicer's rights and obligations hereunder, including, without limitation, the transfer to the Trustee, in
its capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), of
(i) the property and amounts which are then or should be part of the Trust or which thereafter become part of the Trust; and
(ii) originals or copies of all documents of the Master Servicer reasonably requested by the Trustee, in its capacity as successor
Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), to enable it to assume the Master
Servicer's duties thereunder. In addition to any other amounts which are then, or, notwithstanding the termination of its activities
under this Agreement, may become payable to the Master Servicer under this Agreement, the Master Servicer shall be entitled to
receive, out of any amount received on account of a Mortgage Loan or related REO Property, that portion of such payments which it
would have received as reimbursement under this Agreement if notice of termination had not been given. The termination of the rights
and obligations of the Master Servicer shall not affect any obligations incurred by the Master Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (g) of this Section 8.01 shall occur, the Trustee
shall, by notice in writing to the Master Servicer, which may be delivered by telecopy, immediately terminate all of the rights and
obligations of the Master Servicer thereafter arising under this Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Monthly Advances and other advances of its own funds, and the Trustee, in its capacity as
successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), shall act as provided
in Section 8.02 to carry out the duties of the Master Servicer, including the obligation to make any Monthly Advance the nonpayment
of which was an Event of Default described in clause (f) of this Section 8.01. Any such action taken by the Trustee, in its capacity
as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), must be prior to the
distribution on the relevant Distribution Date.
Section 8.02. Successor to Act; Appointment of Successor. (a) Upon the receipt by the Master Servicer of a notice of
termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master
Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, or at the request of the
Guarantor, the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section
3.17), shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the
transactions set forth or provided for herein and shall thereafter have all of the rights and powers of, and be subject to all the
responsibilities, duties, liabilities and limitations on 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 acceptable to the Guarantor; provided further, however, that the Trustee, in its
capacity as successor Master Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to
comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section 3.17), shall have no
obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the
Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee, in its
capacity as successor Master Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to
comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section 3.17), shall be entitled to
compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder,
except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or
expenses previously incurred. Notwithstanding the above, the Trustee, in its capacity as successor Master Servicer (or, with respect
to an Event of Default resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), may, if it shall be unwilling so to act, or shall, if it is legally unable so
to act, or at the request of the Guarantor, appoint or petition a court of competent jurisdiction to appoint, any established housing
and home finance institution which is a Xxxxxx Xxx- or Xxxxxxx Mac-approved servicer acceptable to the Guarantor, and with respect to
a successor to the Master Servicer only, having a net worth of not less than $10,000,000, 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;
provided, that the Trustee, in its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section
3.17), shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a
result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee, in its capacity as successor Master Servicer, shall act (other than with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, in which event the successor appointed by the Depositor
shall act) in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree;
provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master
Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake
and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the
performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein,
it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article IX shall be
inapplicable to the Trustee in its duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although
such provisions shall continue to apply to the Trustee in its capacity as Trustee); the provisions of Article VII, however, shall
apply to it in its capacity as successor Master Servicer.
The costs and expenses of the Trustee in connection with the termination of the Master Servicer, the appointment of a
successor Master Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or
the successor Master Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the terminated Master
Servicer, shall be payable to the Trustee pursuant to Section 9.05. Any successor to the Master Servicer acting as successor servicer
under any Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor Master Servicer maintain in force the policy or policies that the Master Servicer is required to maintain
pursuant to Section 3.04.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the Securities Administrator or, if the Securities Administrator is
terminated or resigns upon the termination of the Master Servicer, the successor securities administrator, and the Securities
Administrator or the successor securities administrator shall give prompt written notice thereof to the Rating Agencies, the
Guarantor and the Certificateholders at their respective addresses appearing in the Certificate Register.
Section 8.04. Waiver of Defaults. The Trustee shall transmit by mail to the Securities Administrator, who shall give
prompt written notice thereof to the Guarantor and 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. The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund with the consent of the Guarantor 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 any required distribution on the Certificates, which default may only be waived by Holders of Certificates evidencing Fractional
Undivided Interests aggregating 100% of the Trust Fund (with the consent of the Guarantor). 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 Securities Administrator shall give notice of any such waiver to
the Trustee and the Rating Agencies.
Section 8.05. List of Certificateholders. Upon written request of three or more Certificateholders of record, for
purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Securities
Administrator will afford such Certificateholders access during business hours to the most recent list of Certificateholders held by
the Securities Administrator.
ARTICLE IX
Concerning the Trustee and the Securities Administrator
Section 9.01. Duties of Trustee and Securities Administrator. (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, and the Securities Administrator each
undertake to perform such duties and only such duties as are specifically set forth in this Agreement as duties of the Trustee and
the Securities Administrator, respectively. 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 subject to Section 8.02(b) 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.
(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 and the Securities Administrator pursuant to any provision of this
Agreement, the Trustee and the Securities Administrator, respectively, shall examine them to determine whether they are in the form
required by this Agreement and, upon written request, shall provide copies of such documents to the Guarantor; provided, however,
that neither the Trustee nor the Securities Administrator shall be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished hereunder; provided, further, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy or verification of any calculation provided to it
pursuant to this Agreement.
(c) On each Distribution Date, the Securities Administrator shall make monthly distributions and the final distribution
to the related Certificateholders from related funds in the Distribution Account as provided in Sections 6.01 and 10.01 herein based
solely on the report of the Master Servicer.
(d) No provision of this Agreement shall be construed to relieve the Trustee or the Securities Administrator 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 and the Securities Administrator shall be determined
solely by the express provisions of this Agreement, neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator and, in the absence of bad faith on
the part of the Trustee or the Securities Administrator, respectively, the Trustee or the Securities Administrator, respectively, 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 or the Securities Administrator, respectively, and conforming to the requirements of this Agreement;
(ii) Neither the Trustee nor the Securities Administrator shall 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 or an officer of the Securities
Administrator, respectively, unless it shall be proved that the Trustee or the Securities Administrator, respectively, was negligent
in ascertaining the pertinent facts;
(iii) Neither the Trustee nor the Securities Administrator shall 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 Guarantor or the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, 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 the Securities Administrator,
respectively, or exercising any trust or other power conferred upon the Trustee or the Securities Administrator, respectively, 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's Corporate Trust Office 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 by or in the
name of Trustee unless it is determined by a court of competent jurisdiction 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) The Securities Administrator shall not in any way be liable by reason of any insufficiency in any Account
held by the Securities Administrator hereunder or any Account held by the Securities Administrator in the name of the Trustee unless
it is determined by a court of competent jurisdiction that the Securities Administrator's gross negligence or willful misconduct was
the primary cause of such insufficiency (except to the extent that the Securities Administrator is obligor and has defaulted thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee or the Securities
Administrator 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 or the Securities Administrator, respectively, has been advised of the likelihood of such loss or
damage and regardless of the form of action;
(viii) None of the Securities Administrator, the Master Servicer, the Depositor, the Company, the Guarantor, any
Custodian, the Counterparty 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; and
(ix) Neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of the
Master Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.
(e) All funds received by the Master Servicer and the Securities Administrator and required to be deposited in the
Pre-funding Account, the Pre-funding Reserve Account, the Interest Coverage Account or the Distribution Account pursuant to this
Agreement will be promptly so deposited by the Master Servicer or the Securities Administrator, as applicable.
(f) Except for those actions that the Trustee or the Securities Administrator is required to take hereunder, neither the
Trustee nor the Securities Administrator shall have any obligation or liability to take any action or to refrain from taking any
action hereunder in the absence of written direction as provided hereunder.
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator. Except as otherwise provided in
Section 9.01:
(a) The Trustee and the Securities Administrator may rely and shall be protected in acting or refraining from acting in
reliance on any resolution, certificate of the Securities Administrator (with respect to the Trustee only), the Depositor, the Master
Servicer or a Servicer, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;
(b) The Trustee and the Securities Administrator 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;
(c) Neither the Trustee nor the Securities Administrator shall 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 or the
Guarantor pursuant to the provisions of this Agreement, unless such Certificateholders or the Guarantor 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;
(d) 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, neither the Trustee nor the Securities Administrator shall 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;
(e) Neither the Trustee nor the Securities Administrator shall 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 the Guarantor or the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 25% of the Trust Fund and provided that the payment within a reasonable
time to the Trustee or the Securities Administrator, as applicable, 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 or the Securities Administrator, as applicable, reasonably
assured to the Trustee or the Securities Administrator, as applicable, by the security afforded to it by the terms of this Agreement.
The Trustee or the Securities Administrator 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 Guarantor or the Certificateholders
requesting the investigation;
(f) The Trustee and the Securities Administrator 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 agent
(other than the Custodian) to perform its custodial functions with respect to the Mortgage Files or paying agent functions under this
Agreement without the express written consent of the Master Servicer, which consent will not be unreasonably withheld. Neither the
Trustee nor the Securities Administrator shall be liable or responsible for the misconduct or negligence of any of the Trustee's or
the Securities Administrator's agents or attorneys or a custodian or paying agent appointed hereunder by the Trustee or the
Securities Administrator with due care and, when required, with the consent of the Master Servicer;
(g) Should the Trustee or the Securities Administrator deem the nature of any action required on its part, other than
a payment or transfer by the Securities Administrator under Section 4.01(b) or Section 4.04, to be unclear, the Trustee or the
Securities Administrator, respectively, may require prior to such action that it be provided by the Depositor with reasonable further
instructions;
(h) The right of the Trustee or the Securities Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Trustee nor the Securities Administrator shall be accountable for other
than its negligence or willful misconduct in the performance of any such act;
(i) Neither the Trustee nor the Securities Administrator shall 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 Section 9.07; and
(j) Neither the Trustee nor the Securities Administrator shall have any duty to conduct any affirmative investigation as
to the occurrence of any condition requiring the repurchase of any Mortgage Loan by the Sponsor pursuant to this Agreement, the Mortgage
Loan Purchase Agreement or the eligibility of any Mortgage Loan for purposes of this Agreement.
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates (other than the signature and countersignature of the Securities Administrator on the Certificates)
shall be taken as the statements of the Depositor, and neither the Trustee nor the Securities Administrator shall have any
responsibility for their correctness. Neither the Trustee nor the Securities Administrator makes any representation as to the
validity or sufficiency of the Certificates (other than the signature and countersignature of the Securities Administrator on the
Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof; provided, however, that the
foregoing shall not relieve the Trustee of the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The
Securities Administrator's signature and countersignature (or countersignature of its agent) on the Certificates shall be solely in
its capacity as Securities Administrator and shall not constitute the Certificates an obligation of the Securities Administrator in
any other capacity. Neither the Trustee nor the Securities Administrator shall 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 the provisions of Section 2.05, neither the Trustee nor the Securities
Administrator shall 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. Neither the Trustee nor the Securities Administrator shall 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. Neither the Trustee nor the
Securities Administrator shall 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 other than any continuation statements filed by the Trustee pursuant to Section 3.20.
Section 9.04. Trustee and Securities Administrator May Own Certificates. The Trustee and the Securities Administrator in
their individual capacities or in any capacity other than as Trustee or Securities Administrator, hereunder may become the owner or
pledgee of any Certificates with the same rights it would have if it were not the Trustee or the Securities Administrator, as
applicable, and may otherwise deal with the parties hereto.
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses. The fees and expenses of the Trustee shall be
paid in accordance with a side letter agreement between the Trustee and the Master Servicer. The Securities Administrator shall be
paid by the Master Servicer from the Master Servicer's compensation. In addition, the Trustee and the Securities Administrator will
be entitled to recover from the Distribution Account pursuant to Section 4.05(l) all reasonable out-of-pocket expenses, disbursements
and advances and the expenses of the Trustee and the Securities Administrator, respectively, in connection with such Person's
compliance with Section 3.23, any Event of Default, any breach of this Agreement, the termination of the Master Servicer, the
appointment of a successor Master Servicer and, if applicable, any transfer of servicing as set forth in Section 8.02(b), or as
otherwise set forth herein, or any claim or legal action (including any pending or threatened claim or legal action) incurred or made
by or against the Trustee or the Securities Administrator, respectively, 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. If funds in the Distribution
Account are insufficient therefor, the Trustee and the Securities Administrator shall recover such expenses from the Depositor. Such
compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust.
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator. The Trustee and any successor Trustee
and the Securities Administrator and any successor Securities Administrator 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 such 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 S&P with respect to their long-term rating and rated
"BBB" or higher by S&P and "Baa2" or higher by Xxxxx'x with respect to any outstanding long-term unsecured unsubordinated debt, and,
in the case of a successor Trustee or successor Securities Administrator other than pursuant to Section 9.10, rated in one of the two
highest long-term debt categories of, or otherwise acceptable to, each of the Rating Agencies. If the Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 9.06 the combined capital and surplus of such corporation shall be deemed to be its total equity capital
(combined capital and surplus) as set forth in its most recent report of condition so published. In case at any time the Trustee or
the Securities Administrator shall cease to be eligible in accordance with the provisions of this Section 9.06, the Trustee or the
Securities Administrator shall resign immediately in the manner and with the effect specified in Section 9.08.
Section 9.07. Insurance. The Trustee and the Securities Administrator, at their 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 or the Securities
Administrator as to the Trustee's or the Securities Administrator's, respectively, compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator. (a) The Trustee and the Securities
Administrator may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the
Depositor, the Guarantor 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 or successor Securities Administrator, as applicable, in each case, reasonably
acceptable to the Guarantor, by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the
resigning Trustee or Securities Administrator, as applicable, the successor Trustee or Securities Administrator, as applicable. If
no successor Trustee or Securities Administrator shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the Guarantor may appoint a successor Trustee or Securities Administrator. If no successor
Trustee or Securities Administrator shall have been so appointed and have accepted appointment within 60 days after the giving of
such notice of resignation, the resigning Trustee or Securities Administrator may petition any court of competent jurisdiction for
the appointment of a successor Trustee or Securities Administrator.
(b) If at any time the Trustee or the Securities Administrator shall cease to be eligible in accordance with the
provisions of Section 9.06 and shall fail to resign after written request therefor by the Depositor or the Guarantor, or if at any
time the Trustee or the Securities Administrator shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or the Securities Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Securities Administrator, as applicable, or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor shall, and if the Depositor fails to do so the Guarantor
may, promptly remove the Trustee, or shall be entitled to remove the Securities Administrator, as applicable, and appoint a successor
Trustee or Securities Administrator, as applicable, in each case reasonably acceptable to the Guarantor, by written instrument, in
triplicate, one copy of which instrument shall be delivered to each of the Trustee or Securities Administrator, as applicable, so
removed, and the successor Trustee or Securities Administrator, as applicable.
(c) Either (i) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of
the Trust Fund, with the consent of the Guarantor, or (ii) upon the failure of the Trustee to perform its obligations hereunder, the
Guarantor, may at any time remove the Trustee or the Securities Administrator and appoint a successor Trustee or Securities
Administrator by written instrument or instruments, in quintuplicate, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the Depositor, the Guarantor, the Master Servicer, the
Securities Administrator (if the Trustee is removed), the Trustee (if the Securities Administrator is removed), and the Trustee or
Securities Administrator so removed and the successor so appointed. In the event that the Trustee or Securities Administrator is
removed by the Holders of Certificates in accordance with this Section 9.08(c), the Holders of such Certificates shall be responsible
for paying any compensation payable hereunder to a successor Trustee or successor Securities Administrator, in excess of the amount
paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.
(d) No resignation or removal of the Trustee or the Securities Administrator and appointment of a successor Trustee or
Securities Administrator pursuant to any of the provisions of this Section 9.08 shall become effective except upon appointment of and
acceptance of such appointment by the successor Trustee or Securities Administrator as provided in Section 9.09.
Section 9.09. Successor Trustee and Successor Securities Administrator. (a) Any successor Trustee or Securities
Administrator appointed as provided in Section 9.08 shall execute, acknowledge and deliver to the Depositor, the Guarantor and to its
predecessor Trustee or Securities Administrator an instrument accepting such appointment hereunder. The resignation or removal of
the predecessor Trustee or Securities Administrator shall then become effective and such successor Trustee or Securities
Administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Securities Administrator herein. The
predecessor Trustee or Securities Administrator shall, after its receipt of payment in full of its outstanding fees and expenses
promptly deliver to the successor Trustee or Securities Administrator, as applicable, all assets and records of the Trust held by it
hereunder, and the Depositor and the predecessor Trustee or Securities Administrator, as applicable, shall execute and deliver such
instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the
successor Trustee or Securities Administrator, as applicable, all such rights, powers, duties and obligations.
(b) No successor Trustee or Securities Administrator shall accept appointment as provided in this Section 9.09 unless at
the time of such acceptance such successor Trustee or Securities Administrator shall be eligible under the provisions of Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee or Securities Administrator as provided in this Section 9.09,
the successor Trustee or Securities Administrator shall mail notice of the succession of such Trustee or Securities Administrator
hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Company
shall pay the cost of any mailing by the successor Trustee or Securities Administrator.
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator. Any state bank or trust company or
national banking association into which the Trustee or the Securities Administrator may be merged or converted or with which it may
be consolidated or any state bank or trust company or national banking association resulting from any merger, conversion or
consolidation to which the Trustee or the Securities Administrator, respectively, shall be a party, or any state bank or trust
company or national banking association succeeding to all or substantially all of the corporate trust business of the Trustee or the
Securities Administrator, respectively, shall be the successor of the Trustee or the Securities Administrator, respectively,
hereunder, provided such state bank or trust company or national banking association shall be eligible under the provisions of
Section 9.06. Such succession shall be valid without the execution, delivery of notice 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 9.11. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or property constituting
the same may at the time be located, the Depositor 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, the Depositor and the Guarantor 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, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this
Section 9.11, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or
desirable.
(b) If either the Depositor or the Guarantor shall not have joined in such appointment within 15 days after the receipt
by it of a written request so to do, the Trustee shall have the power to make such appointment without such party.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor
Trustee under Section 9.06 hereunder and no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 9.08 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 9.11, all rights,
powers, duties and obligations conferred or imposed upon the Trustee and required to be conferred on such co-trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder
or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any
such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(e) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Depositor, the Master Servicer and
the Guarantor.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any time, request the Trustee, its
agent or attorney-in-fact, with full power and authority, to do any lawful act under or with respect to 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.
(g) No trustee under this Agreement shall be personally liable by reason of any act or omission of another trustee under
this Agreement. The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC Administration. (a) For federal
income tax purposes, the taxable year of each 2007-3 REMIC shall be a calendar year and the Securities Administrator shall maintain
or cause the maintenance of the books of each such 2007-3 REMIC on the accrual method of accounting.
(b) It is intended that the portion of the Trust Fund consisting of the Trust's interest in the Cap Contracts (the "Grantor
Trust") be classified for federal income tax purposes as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the
Code, of which the Class B-IO Certificateholders are owners, rather than as an association taxable as a corporation. The powers granted
and obligations undertaken in this Agreement shall be construed so as to further such intent. As of the Closing Date, the Grantor Trust
is not a Widely Held Fixed Investment Trust. Within 10 days after the date, if any, on which the Grantor Trust becomes a Widely Held
Fixed Investment Trust, the Depositor shall notify the Securities Administrator in writing whether the Grantor Trust is a Widely Held
Fixed Investment Trust and if so whether the Widely Held Fixed Investment Trust is a Widely Held Mortgage Trust or a Non-Mortgage
Widely Held Fixed Investment Trust. Following the delivery of any such notice the Securities Administrator will report as required
under the Widely Held Fixed Investment Trust Regulations to the extent such information as is reasonably necessary to enable the
Securities Administrator to do so is provided to the Securities Administrator on a timely basis. To the extent that the Grantor Trust
is a Widely Held Fixed Investment Trust, the Depositor shall provide the Securities Administrator with information identifying Grantor
Trust interest holders that are "middlemen" as defined by the Widely Held Fixed Investment Trust Regulations. The Securities
Administrator will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment Trust
Regulations as a result of the Depositor incorrectly determining the status of the Grantor Trust as not a Widely Held Fixed Investment
Trust or failing to identify whether or not the Trust is a Widely Held Fixed Investment Trust.
The Securities Administrator, in its discretion, will report required Widely Held Fixed Investment Trust information using
either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a
different method. The Securities Administrator will be under no obligation to determine whether any Grantor Trust interest holder uses
the cash or accrual method. The Securities Administrator will make available Widely Held Fixed Investment Trust information to Grantor
Trust interest holders annually. In addition, the Securities Administrator will not be responsible or liable for providing subsequently
amended, revised or updated information to any Grantor Trust interest holder, unless requested by such holder.
The Securities Administrator shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed
Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary
information being provided to the Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to the
Securities Administrator or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing
information reporting systems to capture information necessary to fully comply with the Widely Held Fixed Investment Trust Regulations
for the 2007 calendar year. Each owner of a Certificate representing, in whole or in part, beneficial ownership of an interest in a
Widely Held Fixed Investment Trust, by acceptance of its interest in such Certificate, will be deemed to have agreed to provide the
Securities Administrator with information regarding any sale of such Certificate, including the price, amount of proceeds and date of
sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Securities Administrator will assume
there is no secondary market trading of Widely Held Fixed Investment Trust interests.
To the extent required by the Widely Held Fixed Investment Trust Regulations, the Securities Administrator will use reasonable
efforts to publish on an appropriate website the CUSIPs for any Certificates that represent ownership of a Widely Held Fixed Investment
Trust. The CUSIPs so published will represent the Rule 144A CUSIPs. The Securities Administrator will not publish any associated Reg S
CUSIPs. The Securities Administrator will make reasonable good faith efforts to keep the website accurate and updated to the extent
CUSIPs have been received. Absent the receipt of a CUSIP, the Securities Administrator will use a reasonable identifier number in lieu
of a CUSIP. The Securities Administrator will not be liable for investor reporting delays that result from the receipt of inaccurate or
untimely CUSIP information.
The Securities Administrator shall have no obligation to monitor whether the Grantor Trust has become a Widely Held Fixed
Investment Trust following the Closing Date, and shall report under the Widely Held Fixed Investment Trust Regulations only to the
extent it receives written notice of the same.
The Securities Administrator shall be entitled to additional reasonable compensation for changes in reporting required in
respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of (i) the failure of the Depositor to timely
inform the Securities Administrator of the designation of the Grantor Trust as a Widely Held Fixed Investment Trust, (ii) the Grantor
Trust becoming a Widely Held Fixed Investment Trust after the Closing Date or (iii) a change in the Widely Held Fixed Investment Trust
Regulations or a change in interpretation of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its
counsel, if such change requires, in the Securities Administrator's reasonable discretion, a material increase in the Securities
Adinistrator's reporting obligations in respect of the Grantor Trust.
(c) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service, and the
Trustee shall upon the written instruction of the Securities Administrator sign, Federal tax information returns or elections
required to be made hereunder with respect to each 2007-3 REMIC, the Trust Fund (including the portion of the Trust Fund classified
as a grantor trust as noted in Section 9.12(b)) and the Certificates containing such information and at the times and in the manner
as may be required by the Code or applicable Treasury regulations, and the Securities Administrator shall furnish to each Holder of
Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the
times and in the manner as may be required thereby, including, without limitation, reports relating to mortgaged property that is
abandoned or foreclosed, receipt of mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest,
original issue discount and market discount or premium (using a constant prepayment assumption of 30% CPR for the Mortgage Loans).
The Securities Administrator will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable
method for all tax entities(including the portion of the Trust Fund classified as a grantor trust as noted in Section 9.12(b)). In
connection with the foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall upon the written
instruction of the Securities Administrator sign, IRS Form 8811, which shall provide the name and address of the person who can be
contacted to obtain information required to be reported to the holders of regular interests in each 2007-3 REMIC (the "REMIC
Reporting Agent"). The Securities Administrator on behalf of the Trustee shall make elections to treat each 2007-3 REMIC as a REMIC
and the portion of the Trust Fund consisting of the Trust's interest in the Cap Contracts as a grantor trust (which elections shall
apply to the taxable period ending December 31, 2007 and each calendar year thereafter) in such manner as the Code or applicable
Treasury regulations may prescribe, and as described by the Securities Administrator. The Trustee shall upon the written instruction
of the Securities Administrator sign all tax information returns filed pursuant to this Section and any other returns as may be
required by the Code. The Holder of the largest percentage interest in the Residual Certificates is hereby designated as the "Tax
Matters Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for each 2007-3 REMIC. The Securities Administrator is hereby
designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance
thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each
2007-3 REMIC during such time as the Securities Administrator does not own any such Residual Certificate. In the event that the Code
or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the
Securities Administrator from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take
whatever action that in their sole good faith judgment is necessary for the proper filing of such information returns or for the
provision of a tax matters person, including designation of the Holder of the largest percentage interest in a Residual Certificate
to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section.
(d) The Securities Administrator shall provide upon request and receipt of reasonable compensation, such information as
required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual
Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee
holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a
transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).
(e) The Securities Administrator shall prepare and file or cause to be filed, and the Trustee shall upon the written
instruction of the Securities Administrator sign, any state income tax returns required under Applicable State Law with respect to
each 2007-3 REMIC or the Trust Fund. Copies of such tax returns shall be provided to the Guarantor upon written request.
(f) The Securities Administrator shall request certification acceptable to the Securities Administrator to enable the
Securities Administrator to make payments on the Class B-IO Certificates without withholding or backup withholding taxes. Each Class
B-IO Certificateholder shall provide the appropriate tax certification requested pursuant to this paragraph and to update or replace
such form or certification in accordance with its terms or its subsequent amendments and consents to the delivery by the Securities
Administrator to the Counterparty of any such certification. Such certification may include Form W-8BEN, Form W-8IMY, Form W-9 or
Form W-8ECI or any successors to such IRS forms. Any purported sales or transfers of any Class B-IO Certificates to a transferee
which does not comply with these requirements shall be deemed null and void under this Agreement.
(g) The Securities Administrator, on behalf of the Trust, (i) shall authorize, execute and deliver a United States
Internal Revenue Service Form W-9 or successor applicable form, or other appropriate United States tax forms as may be required to
prevent withholding or backup withholding taxes on payments to the Trust under the Cap Contracts, to the Counterparty on or before
the first payment date under the Cap Contracts and thereafter prior to the expiration or obsolescence of such form and (ii) shall, if
requested by the Counterparty, deliver to the Counterparty promptly upon receipt each certification received from the Class B-IO
Certificateholders pursuant to Section 9.12(f).
(h) Notwithstanding any other provision of this Agreement, the Securities Administrator shall comply with all federal
withholding requirements respecting payments to Certificateholders, that the Securities Administrator reasonably believes are
applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the
Securities Administrator withholds any amount from interest or original issue discount or other payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Securities Administrator shall, together with its monthly report
to such Certificateholders, indicate such amount withheld.
(i) The Trustee and the Securities Administrator each agrees to indemnify the Trust Fund and the Depositor for any taxes
and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor, the
Guarantor or the Master Servicer, as a result of a breach by such party of such party's covenants set forth in this Section 9.12;
provided, however, such liability and obligation to indemnify in this paragraph shall be several and not joint and the Trustee and
the Securities Administrator shall not be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform
any duty under this Agreement or the breach by the other of any covenant in this Agreement.
ARTICLE X
Termination
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by EMC or its Designee or Liquidation of the Mortgage Loans. (a) Subject to
Section 10.02, the respective obligations and responsibilities of the Depositor, the Trustee, the Guarantor, the Master Servicer and
the Securities Administrator created hereby, other than the obligation of the Securities Administrator to make payments to
Certificateholders as set forth in this Section 10.01 shall terminate:
(i) in accordance with Section 10.01(c), the repurchase by or at the direction of EMC or its designee of all of
the Mortgage Loans and all related REO Property remaining in the Trust at a price (the "Termination Purchase Price") equal to the sum
of (without duplication) (a) 100% of the Outstanding Principal Balance of each Mortgage Loan in such Loan Group (other than a
Mortgage Loan related to REO Property) as of the date of repurchase, net of the principal portion of any unreimbursed Monthly
Advances on the Mortgage Loans relating to the Mortgage Loans made by the purchaser, plus accrued but unpaid interest thereon at the
applicable Mortgage Interest Rate to, but not including, the first day of the month of repurchase, (b) the appraised value of any
related REO Property, less the good faith estimate of the Depositor of liquidation expenses to be incurred in connection with its
disposal thereof (but not more than the Outstanding Principal Balance of the related Mortgage Loan, together with interest at the
applicable Mortgage Interest Rate accrued on that balance but unpaid to, but not including, the first day of the month of
repurchase), such appraisal to be calculated by an appraiser mutually agreed upon by the Depositor and the Trustee at the expense of
the Depositor, (c) unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed servicing advances and the
principal portion of any unreimbursed Monthly Advances, made on the Mortgage Loans in such Loan Group prior to the exercise of such
repurchase right, (d) any costs and damages incurred by the Trust in connection with any violation of any predatory or abusive
lending laws with respect to a Mortgage Loan, (e) any unpaid Guaranty Fees and unreimbursed Guarantor Reimbursement Amounts for
payment of such amounts to the Guarantor and (f) any unreimbursed costs and expenses of the Trustee, the Custodian and the Securities
Administrator payable pursuant to Section 9.05; provided, that, if a termination pursuant to this Section 10.01(a)(i) will result in
a draw on the Guaranty, the consent of the Guarantor shall be required prior to the exercise of this option;
(ii) the later of the making of the final payment or other liquidation, or any advance with respect thereto, of
the last Mortgage Loan, remaining in the Trust Fund or the disposition of all property acquired with respect to any Mortgage Loan;
provided, however, that in the event that an advance has been made, but not yet recovered, at the time of such termination, the
Person having made such advance shall be entitled to receive, notwithstanding such termination, any payments received subsequent
thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to them pursuant to this Agreement;
provided, however, to the extent the Certificate Principal Balance of the Class II-A-1 Certificates has been reduced to
zero, the Guarantor's obligations to make payments under the Guaranty will terminate.
(b) In no event, however, shall the Trust created hereby continue beyond 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. James's,
living on the date of this Agreement.
(c) (i) The right of EMC or its designee to repurchase Mortgage Loans and related assets described in Section
10.01(a)(i) above shall be exercisable only if the aggregate Stated Principal Balance of the Mortgage Loans at the time of any such
repurchase is less than 20% of the sum of the Cut-off Date Balance.
(ii) At any time thereafter, in the case of (i) above, EMC may elect to terminate any 2007-3 REMIC at any time,
and upon such election, the Depositor or its designee, shall purchase in accordance with Section 10.01(a)(i) above all the assets of
the Trust Fund.
(d) The Securities Administrator shall give notice of any termination to the Certificateholders, with a copy to the
Master Servicer, the Guarantor and the Trustee and the Rating Agencies upon which the Certificateholders shall surrender their
Certificates to the Securities Administrator for payment of the final distribution and cancellation. Such notice shall be given by
letter, mailed not earlier than the l5th day and not later than the 25th day of the month next preceding the month of such final
distribution, and shall specify (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation
and surrender of the Certificates at the Corporate Trust Office of the Securities Administrator therein designated, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the Securities Administrator
therein specified.
(e) If the option of EMC to repurchase or cause the repurchase of all of the Mortgage Loans and the related assets
described in Section 10.01(c) above is exercised, EMC and/or its designee shall deliver to the Securities Administrator for deposit
in the Distribution Account, by the Business Day prior to the applicable Distribution Date, an amount equal to the Termination
Purchase Price of the Mortgage Loans being repurchased on such Distribution Date. Upon presentation and surrender of the related
Certificates by the related Certificateholders, the Securities Administrator shall distribute to such Certificateholders from amounts
then on deposit in the Distribution Account an amount determined as follows: with respect to each such Certificate (other than the
Residual Certificates and the Class XP Certificates), the outstanding Certificate Principal Balance, plus with respect to each such
Certificate (other than the Residual Certificates and the Class XP Certificates), one month's interest thereon at the applicable
Pass-Through Rate; and with respect to the Class R Certificates and the Class XP Certificates, the percentage interest evidenced
thereby multiplied by the difference, if any, between the above described repurchase price and the aggregate amount to be distributed
to the Holders of the related Certificates (other than the Residual Certificates and the Class XP Certificates). If the amounts then
on deposit in the Distribution Account are not sufficient to pay all of the related Certificates in full (other than the Residual
Certificates and the Class XP Certificates), any such deficiency will be allocated in the case of a repurchase of the Mortgage Loans,
first, to the Class B Certificates, in inverse order of their numerical designation, second, to the Class M Certificates, in inverse
order of their numerical designation, and then to the related Senior Certificates, on a pro rata basis. Upon deposit of the required
repurchase price and following such final Distribution Date for the related Certificates, the Trustee shall cause the Custodian to
promptly release to EMC and/or its designee the Mortgage Files for the remaining applicable Mortgage Loans, and the Accounts with
respect thereto shall terminate, subject to the Securities Administrator's obligation to hold any amounts payable to the related
Certificateholders in trust without interest pending final distributions pursuant to Section 10.01(g). After final distributions
pursuant to Section 10.01(g) to all Certificateholders, any other amounts remaining in the Accounts will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation of all Mortgage Loans or the
disposition of all property acquired with respect to all Mortgage Loans under Section 10.01(a)(ii) above, upon the presentation and
surrender of the Certificates, the Securities Administrator shall distribute to the remaining Certificateholders, in accordance with
their respective interests, all distributable amounts remaining in the Distribution Account. Following such final Distribution Date,
the Trustee shall release (or shall instruct the Custodian, on its behalf, to release) promptly to the Depositor or its designee the
Mortgage Files for the remaining Mortgage Loans, and the Distribution Account shall terminate, subject to the Securities
Administrator's obligation to hold any amounts payable to the Certificateholders in trust without interest pending final distributions
pursuant to this Section 10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for cancellation within six months after the
time specified in the above-mentioned written notice, the Securities Administrator 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, not all the Certificates shall have been surrendered for cancellation, the
Securities Administrator may take appropriate steps, or appoint any agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets
which remain subject to this Agreement.
(h) EMC, if it is not the Master Servicer, or its designee, as applicable, shall be deemed to represent that one of the
following will be true and correct: (i) the exercise of the optional termination right set forth in Section 10.01 shall not result in
a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or (ii) EMC or such designee, as applicable, is (A) not a
party in interest with respect to any Plan and (B) is not a "benefit plan investor" (other than a plan sponsored or maintained by EMC
or the designee, as the case may be, provided that no assets of such plan are invested or deemed to be invested in the Certificates).
If the holder of the optional termination right is unable to exercise such option by reason of the preceding sentence, then the
Master Servicer may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to repurchase all the Mortgage
Loans under Section 10.01(a)(i) above is exercised, the Trust Fund and each 2007-3 REMIC shall be terminated in accordance with the
following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee and the
Guarantor to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each 2007-3 REMIC or (ii) cause any
2007-3 REMIC to fail to qualify as a 2007-3 REMIC at any time that any Regular Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction of Depositor, the Securities
Administrator, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each 2007-3 REMIC in
the case of a termination under Section 10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by the
Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.
(ii) the Depositor shall notify the Trustee and the Securities Administrator at the commencement of such 90-day
liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Securities Administrator
shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any 2007-3 REMIC and at or prior
to the final Distribution Date, the Securities Administrator shall sell for cash all of the assets of the Trust to or at the
direction of the Depositor, and each 2007-3 REMIC, shall terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of
complete liquidation of the related 2007-3 REMIC upon the written request of the Depositor, and to take such action in connection
therewith as may be reasonably requested by the Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power
of substitution, for purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the Trustee
shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each 2007-3 REMIC. Upon complete
liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each 2007-3 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2007-3 REMIC shall be treated as a REMIC for federal
income tax purposes and that the provisions of this Agreement should be construed in furtherance of this intent. Notwithstanding any
other express or implied agreement to the contrary, the Sponsor, the Master Servicer, the Securities Administrator, the Depositor,
the Guarantor, the Trustee, each recipient of the related Prospectus Supplement and, by its acceptance thereof, each holder of a
Certificate, agrees and acknowledges that each party hereto has agreed that each of them and their employees, representatives and
other agents may disclose, immediately upon commencement of discussions, to any and all persons the tax treatment and tax structure
of the Certificates and the 2007-3 REMICs, the transactions described herein and all materials of any kind (including opinions and
other tax analyses) that are provided to any of them relating to such tax treatment and tax structure except where confidentiality is
reasonably necessary to comply with the securities laws of any applicable jurisdiction. For purposes of this paragraph, the terms
"tax treatment" and "tax structure" have the meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and
301.6112-1(d).
Section 11.02. Amendment. (a) This Agreement may be amended from time to time by the Company, the Depositor, the
Guarantor, the Master Servicer, the Securities Administrator and the Trustee, without notice to or the consent of any of the
Certificateholders, to (i) cure any ambiguity, (ii) correct or supplement any provisions herein that may be defective or inconsistent
with any other provisions herein, (iii) conform any provisions herein to the provisions in the Prospectus, (iv) comply with any
changes in the Code, (v) to revise or correct any provisions to reflect the obligations of the parties to this Agreement as they
relate to Regulation AB or (vi) make any other provisions with respect to matters or questions arising under this Agreement which
shall not be inconsistent with the provisions of this Agreement; provided, however, that with respect to clauses (iv) and (vi) of
this Section 11.02(a), such action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee and the
Guarantor, adversely affect in any material respect the interests of any Certificateholder. Notwithstanding anything contained in
Section 3.23, this Agreement shall not be amended without the agreement of all the parties hereto.
(b) This Agreement may also be amended from time to time by the Company, the Master Servicer, the Depositor, the
Guarantor, the Securities Administrator and the Trustee, with the consent of Holders of the Certificates evidencing not less than 51%
of the aggregate outstanding Certificate Principal Balance of the Certificates included in the Loan Group affected thereby (or, of
each Class of Certificates evidencing not less than 51% of the aggregate outstanding Certificate Principal Balance of each Class
affected thereby, if such amendment affects only 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 Certificateholders;
provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates the Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates then outstanding, or (iii) cause any 2007-3 REMIC to fail to qualify as a REMIC for
federal income tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Trustee and the Guarantor which shall
be provided to the Trustee and the Guarantor other than at the Trustee's and Guarantor's expense. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 11.02(b), Certificates
registered in the name of or held for the benefit of the Guarantor, the Securities Administrator, the Master Servicer, or the Trustee
or any Affiliate thereof shall be entitled to vote their Fractional Undivided Interests with respect to matters affecting such
Certificates; provided, that if EMC or any Affiliate thereof is serving in any of the aforementioned capacities, this provision shall
not apply and such party's consent rights shall be governed by the next sentence of this Section 11.02(b). Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of consents pursuant clause (i) or (ii) of this Section
11.02(b), Certificates registered in the name of or held for the benefit of the Sponsor or any Affiliate thereof shall be entitled to
vote their Fractional Undivided Interests with respect to matters affecting such Certificates.
(c) Notwithstanding any provision of this Agreement to the contrary, the Depositor agrees that it will not amend this
Agreement to augment or alter the permitted activities of the Trust as set forth in Section 2.08 hereof or cause the Trust to cease to
be a "qualifying special purpose entity" under accounting principles generally accepted in the United States.
(d) Promptly after the execution of any such amendment, the Securities Administrator shall furnish a copy of such
amendment or written notification of the substance of such amendment to each Certificateholder, the Guarantor, the Rating Agencies
and the Trustee.
(e) In the case of an amendment under Section 11.02(b) above, it shall not be necessary for the Certificateholders to
approve the particular form of such an amendment. Rather, it shall be sufficient if the Certificateholders approve the substance of
the amendment. 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 Securities Administrator may prescribe.
(f) Prior to the execution of any amendment to this Agreement, the Trustee and the Securities Administrator shall be
entitled to receive and rely upon an Opinion of Counsel addressed to the Trustee and the Securities Administrator stating that the
execution of such amendment is authorized or permitted by this Agreement. The Trustee and the Securities Administrator may, but
shall not be obligated to, enter into any such amendment which affects the Trustee's or the Securities Administrator's own respective
rights, duties or immunities under this Agreement.
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 or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere. The
Depositor shall effect such recordation, at the expense of the Trust 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.
Section 11.04. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not
terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner
otherwise control the operation and management of the Trust, 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 establish the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action
or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator,
the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the
Securities Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon 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 and expenses and liabilities to be incurred therein or thereby, and (iii) 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.
(d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the
rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder,
or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.
Section 11.05. Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered
to the Securities Administrator and, where it is expressly required, to the Depositor. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the
Securities Administrator and the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of
a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the
authority of the individual executing the same, may also be proved in any other manner which the Securities Administrator deems
sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates,
except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be
proved by the Certificate Register, and neither the Trustee, the Securities Administrator, the Depositor, the Guarantor, the Master
Servicer nor any successor to any such parties shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any
Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration
of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by
the Trustee, the Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in reliance thereon,
whether or not notation of such action is made upon such Certificates.
(e) Certificates which have been pledged in good faith to the Trustee, the Securities Administrator, the Depositor, the
Master Servicer or any Affiliate thereof may be regarded as outstanding if the pledgor establishes to the satisfaction of the Trustee
the pledgor's right to act with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the Securities
Administrator, the Depositor, or the Master Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH
THE PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall be deemed given when delivered at
(including delivery by facsimile) or mailed by registered mail, return receipt requested, postage prepaid, or by recognized overnight
courier, to (i) in the case of the Depositor, Structured Asset Mortgage Investments II Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Chief Counsel, and with respect to Reg AB notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in
the case of the Trustee, at its Corporate Trust Office, or such other address as may hereafter be furnished to the other parties
hereto in writing; (iii) in the case of the Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice
President-Servicing, telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished to the other parties
hereto in writing; (iv) in the case of the Master Servicer or Securities Administrator, Xxxxx Fargo Bank, National Association, X.X.
Xxx 00, Xxxxxxxx Xxxxxxxx 00000 (or, in the case of overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045)
(Attention: Corporate Trust Services - BSALTA 2007-3), facsimile no.: (000) 000-0000 (or (000) 000-0000 in the case of matters
arising under Section 3.18), or such other address as may hereafter be furnished to the other parties hereto in writing; (iv) in the
case of the Guarantor, Xxxxxx Mae, 0000 Xxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, Attention: Vice President Capital Markets
(telecopy number (000) 000 0000), or such other addresses or telecopy number as may be furnished to the other parties thereto in
writing by the Guarantor, or (v) in the case of the Rating Agencies, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 and Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any
notice delivered to the Depositor, the Master Servicer, the Securities Administrator 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 when mailed,
whether or not the Certificateholder receives such notice.
A copy of any notice required to be given hereunder by any party shall also be mailed by such party to the Guarantor.
Section 11.08. 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
severed from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof.
Section 11.09. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts each of which when so executed
and delivered shall be an original but all of which together shall constitute one and the same instrument.
Section 11.12. Notice to Rating Agencies and the Guarantor. (a) The article and section headings herein are for
convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The Securities Administrator shall
promptly provide notice to each Rating Agency and the Guarantor with respect to each of the following of which a Responsible Officer
of the Securities Administrator has actual knowledge:
1. Any material change or amendment to this Agreement or the Servicing Agreements;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer, the Trustee or the Securities Administrator;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Distribution Account.
(b) In addition, upon written request from the Guarantor, the Securities Administrator and the Master Servicer shall
provide copies of all notices and reports furnished by any party to this Agreement to the Securities Administrator and the Master
Servicer or any notices and reports sent to any party to this Agreement by the Securities Administrator or the Master Servicer.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and the Securities Administrator have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
CITIBANK, N.A., as Trustee
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
FEDERAL NATIONAL MORTGAGE ASSOCIATION, as Guarantor
By: /s/ Xxxxx xx Xxxxxx
Name: Xxxxx xx Xxxxxx
Title: Senior Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Securities Administrator
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxxx Xxxxxxxxxxx,
known to me to be a Senior Managing Director of Structured Asset Mortgage Investments II Inc., the limited liability company that
executed the within instrument, and also known to me to be the person who executed it on behalf of said limited liability company,
and acknowledged to me that such limited liability company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxx Xxxxxx, known to
me to be a Vice President of Citibank, N.A., the entity that executed the within instrument, and also known to me to be the person
who executed it on behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxxxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxxxx X. Xxxxxx, known
to me to be a Vice President of Xxxxx Fargo Bank, National Association, the entity that executed the within instrument, and also
known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXXXX )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxxxx X. Xxxxxx, known
to me to be a Vice President of Xxxxx Fargo Bank, National Association, the entity that executed the within instrument, and also
known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
DISTRICT OF COLUMBIA )
) ss.:
CITY OF WASHINGTON )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxxx xx Xxxxxx, known
to me to be a Senior Vice President of Federal National Mortgage Association, the corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxxxxx Xxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxx Xxxxxxxx, known to
me to be an Assistant Secretary of EMC Mortgage Corporation, the corporation that executed the within instrument, and also known to me to
be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxx X. Xxxxxxxx
Notary Public
[Notorial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 30th day of April 2007, before me, a notary public in and for said State, personally appeared Xxxxxx Xxxxxx, known
to me to be a Senior Vice President of EMC Mortgage Corporation, the corporation that executed the within instrument, and also known
to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
/s/ Xxx X. Xxxxxxxx
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS I-A-[1][2] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR 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 Variable Pass-Through Rate
Class I-A-[1][2] [Super] [Senior] Support
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2007 $____________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class I-A-[1][2] Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"), EMC and
Citibank, N.A., 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 period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator 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 the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided 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 30-year 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator 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.
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 neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:_________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A-[1][2] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-2
FORM OF CLASS M-[1][2] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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, AS
AMENDED (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 SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR 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.
EACH BENEFICIAL OWNER OF A CLASS M-[1][2] 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) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR
ITS EQUIVALENT BY FITCH, S&P, XXXXX'X, DBRS LIMITED OR DBRS, INC., (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF
ANY PLAN 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 U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Variable Pass-Through Rate
Class M-[1][2] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2007 $__________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class M-[1][2] Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX.
Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the
"Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities Administrator"), Federal National
Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"), EMC and Citibank, N.A., 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 period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator 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 the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided 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 30-year 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class M-[1][2] 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) such Certificate is rated at least "BBB-" or
its equivalent by Fitch, S&P, Xxxxx'x, DBRS Limited or DBRS, Inc., (ii) it is not a plan subject to Title I of the Employee
Retirement Security Investment Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets"
of any Plan, 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 U.S. Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
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 neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:___________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[1][2] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-3
FORM OF CLASS B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND THE CLASS M CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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, AS
AMENDED (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 SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR 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.
EACH BENEFICIAL OWNER OF A CLASS B-[1][2][3] 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) SUCH CERTIFICATE IS RATED AT LEAST
"BBB-" OR ITS EQUIVALENT BY FITCH, S&P, XXXXX'X, DBRS LIMITED OR DBRS, INC., (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF
ANY PLAN, 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 U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Variable Pass-Through Rate
Class B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2007 $__________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class B-[1][2][3] Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"), EMC and
Citibank, N.A., 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 period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator 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 the
related Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last
Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the
Fractional Undivided 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 30-year 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class B-[1][2][3] 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) such Certificate is rated at least
"BBB-" or its equivalent by Fitch, S&P, Xxxxx'x, DBRS Limited or DBRS, Inc., (ii) it is not a plan subject to Title I of the Employee
Retirement Security Income Act of 1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of
any Plan, 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 U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
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 neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[1][2][3] Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-4
FORM OF CLASS B-4 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS B-1, CLASS B-2 AND CLASS B-3
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE,
MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR
THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE TRUSTEE OR THE
SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-4 Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2007 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class B-4 Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the
"Securities Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"),
EMC and Citibank, N.A., 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 Securities Administrator 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 the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount 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 30-year
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator 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.
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 Securities Administrator shall
require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a
transferee that is an "Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as applicable, and (ii) if
requested by the Securities Administrator, 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,
the Securities Administrator 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. None of the Seller, the Securities Administrator or 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 Securities Administrator,
the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Class B-4 Certificate will be made unless the Securities Administrator has received either (i)
Opinion of Counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which they may rely which is
satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Master
Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those undertaken in the Agreement
or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"), or
by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreement and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreement by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreement 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Securities Administrator
By:____________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-4 Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
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, AS
AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF
ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R Residual
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2007 Certificate as of the Cut-off Date:
$0.00
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $0.00
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class R Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the
"Securities Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"),
EMC and Citibank, N.A., 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 United States Person and a
Permitted Transferee, (ii) the transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and 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 United
States Person and 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.
The Securities Administrator 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 the related Distribution Date, an amount equal to the product of the Fractional Undivided 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 30-year
Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Securities Administrator shall
require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a
transferee that is an "Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as applicable, and (ii) if
requested by the Securities Administrator, 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,
the Securities Administrator 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. None of the Depositor, the Securities Administrator or 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 Securities
Administrator, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Class R Certificate will be made unless the Securities Administrator has received either (i)
Opinion of Counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which they may rely which is
satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Master
Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those undertaken in the Agreement
or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"), or
by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:____________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
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, AS
AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER
THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF
ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D)
RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R-X Residual
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2007 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $0.00
Master Servicer: CUSIP: ____________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class R-X Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the
"Securities Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"),
EMC and Citibank, N.A., 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 United States Person and a
Permitted Transferee, (ii) the transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States Person and 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 United
States Person and 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.
The Securities Administrator 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 the related Distribution Date, an amount equal to the product of the Fractional Undivided 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 30-year
Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event
that such a transfer of this Certificate is to be made without registration or qualification, the Securities Administrator shall
require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a
transferee that is an "Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as applicable, and (ii) if
requested by the Securities Administrator, 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,
the Securities Administrator 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. None of the Depositor, the Securities Administrator or 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 Securities
Administrator, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Class R-X Certificate will be made unless the Securities Administrator has received either (i)
Opinion of Counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which they may rely which is
satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Master
Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those undertaken in the Agreement
or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"), or
by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) of the Cut-off
Date Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement
has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:__________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-6
FORM OF CLASS B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND THE CLASS B CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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, AS
AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
NO TRANSFER OF ANY CLASS B-IO CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH CLASS B-IO
CERTIFICATE PROVIDES TO THE SECURITIES ADMINISTRATOR AND ANY PAYING AGENT THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9
OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON
EXPIRATION OF ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT
SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH TRANSFER. UNDER THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX
CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS B-IO CERTIFICATE, THE SECURITIES ADMINISTRATOR SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE COUNTERPARTY. EACH HOLDER OF A CLASS B-IO CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE
CONSENTED TO THE SECURITIES ADMINISTRATOR FORWARDING TO THE COUNTERPARTY ANY SUCH TAX CERTIFICATION FORM IT HAS PROVIDED AND UPDATED
IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS B-IO CERTIFICATE TO A TRANSFEREE WHICH
DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
April 1, 2007 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
May 25, 2007 $______________
Master Servicer:
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date: CUSIP: ____________
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class B-IO Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the
"Securities Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"),
EMC and Citibank, N.A., 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 immediately preceding such Distribution Date (as
hereinafter defined) on the Notional Amount hereof at a per annum rate equal to the Pass-Through Rate as set forth in the Agreement.
The Securities Administrator 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 the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount of interest 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 30-year Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for
that purpose and designated in such notice. The Class B-IO Certificates have no Certificate Principal Balance. The Initial Notional
Amount of this Certificate is set forth above.
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 Securities Administrator shall
require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a
transferee that is an "Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as applicable, and (ii) if
requested by the Securities Administrator, 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,
the Securities Administrator 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. None of the Depositor, the Securities Administrator or 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 Securities
Administrator, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Class B-IO Certificate will be made unless the Securities Administrator has received either (i)
Opinion of Counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which they may rely which is
satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Master
Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those undertaken in the Agreement
or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"), or
by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Scheduled Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off
Date Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement
has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Securities Administrator
By:_______________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-IO Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-7
FORM OF CLASS XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2),
(3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF
THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class XP Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2007 Certificate as of the Cut-off Date:
$__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2007 $___________
Master Servicer: CUSIP: ___________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class XP Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first liens on
one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person. None of XXXX XX, the Master Servicer, the Securities Administrator, the Trustee 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust
Fund") primarily consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties (collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and
Master Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the
"Securities Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"),
EMC and Citibank, N.A., 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 Securities Administrator 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 the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced
by this Certificate and the amount 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 30-year
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 Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator 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.
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 Securities Administrator shall
require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a
transferee that is an "Institutional Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as applicable, and (ii) if
requested by the Securities Administrator, 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,
the Securities Administrator 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. None of the Depositor, the Securities Administrator or 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 Securities
Administrator, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.
No transfer of this Class XP Certificate will be made unless the Securities Administrator has received either (i)
Opinion of Counsel for the benefit of the Trustee, Master Servicer and the Securities Administrator and which they may rely which is
satisfactory to the Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Master
Servicer, the Trustee or the Securities Administrator to any obligation or liability in addition to those undertaken in the Agreement
or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"),
or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the
"Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed
pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for
payment hereunder and that neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:____________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class XP Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-8
FORM OF CLASS II-A-1 CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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, AS
AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
SECURITIES ADMINISTRATOR 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 Variable Pass-Through Rate
Class II-A-1 Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2007 $____________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2007 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
July 25, 2037
_
BEAR XXXXXXX ALT-A TRUST 2007-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2007-3
evidencing a fractional undivided interest in the distributions allocable to the Class II-A-1 Certificates with
respect to a Trust Fund consisting primarily of a pool of adjustable interest rate mortgage loans secured by first
liens on one-to-four family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or
interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Master Servicer, the Securities Administrator 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 XXXX XX, the Master Servicer, the Securities Administrator or the Trustee
or any of their affiliates or any other person, except as set forth in the Agreement. None of XXXX XX, the Master Servicer, the
Securities Administrator, the Trustee 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 Fractional Undivided Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") primarily
consisting of conventional adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") and Master
Funding LLC ("Master Funding") to XXXX XX. Xxxxx Fargo Bank, National Association ("Xxxxx Fargo") 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 XXXX XX, as depositor (the "Depositor"), the Master Servicer, Xxxxx Fargo, as securities administrator (the "Securities
Administrator"), Federal National Mortgage Association, as guarantor of the Class II-A-1 Certificates (the "Guarantor"), EMC and
Citibank, N.A., 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 period from and including the preceding Distribution Date (as
hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in
the Agreement. The Securities Administrator 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 the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day
of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the Fractional Undivided
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 30-year 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator 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.
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 neither the Securities Administrator nor the Trustee is 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 and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and of the Servicing
Agreements and the modification of the rights and obligations of the Depositor, the Guarantor, the Master Servicer, the Securities
Administrator and the Trustee and the rights of the Certificateholders under the Agreement from time to time by EMC, the Depositor,
the Guarantor, the Master Servicer, the Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing
Agreements by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 and of the Servicing Agreements 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 Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Securities Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Securities Administrator 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
Fractional Undivided 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 Fractional Undivided 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 Securities
Administrator 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, the Securities Administrator 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, the Securities Administrator or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make
payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of
(A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the
Stated Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum of (A) the Cut-off Date
Balance as of the Closing Date and (B) the Pre-funded Amount as of the Closing Date, or (ii) the Depositor, based upon an Opinion of
Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been
lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Securities Administrator 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 Securities Administrator has caused this Certificate to be duly executed.
Dated: April 30, 2007 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Securities Administrator
By:____________________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-A-1 Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National Association, not in
its individual capacity but solely as Securities Administrator
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 Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the
above named assignee and deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________ account number _____________, or, if mailed by check,
to ______________________________. Applicable statements should be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
LOAN_SEQ CITY1 ZIP_CODE STATE PROPTYPE
______________________________________________________________________________________________________________________________________________
16973804 FALLS CHURCH 22042 VA PUD
16803579 Rancho Cucamonga 91730 CA Single Family
16778519 Xxxxx Xxxxx 37379 TN Single Family
16807148 ARVADA 80004 CO 2-4 Family
16859442 ARVADA 80007 CO Single Family
16962964 MURRIETA 92562 CA Single Family
16847865 MACON 31220 GA Single Family
16974000 FLOWERY BRANCH 30542 GA PUD
17055524 Xxxxxx Xxxxx 00000 SC Single Family
17027903 XXXX 00000 XX Single Family
17055527 San Xxxxxxx 91776 CA Single Family
16819700 Xxxxxxx 00000 FL Single Family
16963152 HYATTSVILLE 20784 MD Single Family
17055529 Bowie 20715 MD Single Family
16835746 KISSIMMEE 34759 FL Single Family
16835747 Palm Desert 92260 CA Single Family
16709794 Lehigh Acres 33972 FL Single Family
17022103 SALT LAKE 84096 UT PUD
17003238 Kissimmee 34741 FL Condominium
17055532 Xxxxxxxx Xxxx 00000 WI Single Family
17042597 Oxnard 93035 CA Single Family
16979197 XXXXX 84094 UT Single Family
17034584 Lehigh Acres 33971 FL Single Family
16844524 Naples 34119 FL PUD
16672567 Covina 91724 CA Condominium
17000430 Xxxx Xxxx Xxxxx 00000 FL PUD
17034594 Colts Neck 07722 NJ Single Family
16832951 WOODBRIDGE 22191 VA Single Family
16853287 Windsor 95492 CA Single Family
17000441 Lancaster 93535 CA Single Family
16770986 DENVER 80209 CO Single Family
16801716 ATLANTA 30331 GA PUD
17013608 LAS VEGAS 89110 NV Single Family
16840316 Anthem 85086 AZ PUD
16965510 Sparks 89431 NV Condominium
17078217 XXXXXX XXX 00000 FL PUD
16859160 Hyattsville 20782 MD Single Family
17128684 El Segundo 90245 CA Single Family
17055786 Miami 33176 FL Condominium
16981557 BOUNTIFUL 84010 UT 2-4 Family
17113404 Washington 20032 DC Single Family
16840321 Orlando 32819 FL PUD
17113409 American Canyon 94503 CA Single Family
17078220 Orlando 32832 FL PUD
16840328 Sarasota 34238 FL PUD
17078229 Manassas 20111 VA Single Family
16859171 Azusa 91702 CA 2-4 Family
16985126 PIKESVILLE 21208 MD Condominium
16859177 Xxxxxxxxxx 77356 TX PUD
16847599 HALETHORPE 21227 MD Single Family
17113411 Xxxxxxxx 00000 MD Single Family
17033226 Xxxxx Xxxxx 00000 AZ PUD
17033228 Santa Clarita 91350 CA Condominium
16778097 Xxxxxxx 04062 ME Single Family
16803643 Hacienda Heights 91745 CA Single Family
16845817 Alhambra 91801 CA Single Family
17130520 Xxxxxxxxx 00000 XX PUD
16803367 Durham 06422 CT Single Family
16710005 Xxxxxxx 00000 OR Single Family
16640581 Xxxxxxx 00000 FL Condominium
16605477 San Diego 92110 CA Condominium
16706969 LOS ANGELES 91356 CA Single Family
17033422 Chicago 60617 IL Single Family
16970648 Tucson 85710 AZ Single Family
16981345 JACKSONVILLE 32277 FL PUD
17003217 Kissimmee 34741 FL Condominium
17013825 Lancaster 93535 CA Single Family
17016323 Rome 30165 GA PUD
17021158 ATL 30315 GA Single Family
17013650 Casa Grande 85222 AZ PUD
17033174 Wilmington 19801 DE Single Family
17033294 TAMPA 33607 FL Single Family
17033429 Phoenix 85041 AZ Single Family
17034438 SURPRISE 85379 AZ PUD
17042468 XXXXXXXX 00000 XX Single Family
16809579 FORT XXXXX 33912 FL 2-4 Family
16849548 Jacksonville 32209 FL Single Family
16776281 Long Beach 90802 CA 2-4 Family
16314724 XXXX XXXX XXXX 00000 UT Single Family
16540158 XXXXXX 77378 TX PUD
16422796 AURORA 80231 CO PUD
17058812 Aurora 80014 CO PUD
17058892 Tulare 93274 CA Single Family
17058903 Winter Park 32792 FL Single Family
17058910 San Diego 92116 CA Condominium
17058934 Bayville 08721 NJ Single Family
17058973 Mission Viejo 92691 CA PUD
17059002 Santa Xxxxx 93455 CA Single Family
17060297 Goodyear 85338 AZ PUD
17060329 Cedar Hills 84062 UT Single Family
17060336 Xxxx Xxxx Xxxx 00000 UT Single Family
17060269 CLARKDALE 86324 AZ Single Family
17054990 South Portland 04106 ME 2-4 Family
17054995 Winter Garden 34787 FL PUD
17055001 XXXXXXXXXX 00000 XX PUD
17055019 Surprise 85374 AZ PUD
17055042 Xxxxxxxxxx 00000 XX 0-0 Family
17055073 Metuchen 08840 NJ Single Family
17054904 Folsom 95630 CA Single Family
17055151 San Diego 92117 CA Single Family
17055188 Phoenix 85009 AZ Single Family
17055196 COMPTON 90220 CA PUD
17057066 XXXXXXXX XXXXX 00000 SC Condominium
17057011 Penrose 81240 CO Single Family
17051539 XXXXXXXX XXXX 00000 CA Single Family
17051615 Westminster 80031 CO PUD
17051542 Atlanta 30311 GA Single Family
17051502 Scandia 55073 MN Single Family
17051652 Xxxxxxx Xxxxx 00000 CA Single Family
17051711 Buckeye 85326 AZ PUD
17051554 Rancho Mirage 92270 CA PUD
17051728 Tonopah 85354 AZ Single Family
17051527 Los Angeles 90038 CA 2-4 Family
17052744 Suitland 20746 MD Townhouse
17052819 Oakland 94621 CA Single Family
17052828 Las Vegas 89156 NV Single Family
17052752 Yucaipa 92399 CA Single Family
17052876 Teaneck 07666 NJ Single Family
17052719 Orlando 32835 FL Condominium
17052910 Oceanside 92057 CA PUD
17052919 COMPTON 90220 CA PUD
17052928 Orlando 32825 FL PUD
17054944 Xxxxxxx 00000 XX Single Family
17043539 SOUTH PASADENA 91030 CA Single Family
17043543 Loma Xxxxx 92354 CA Single Family
17047741 Orlando 32824 FL PUD
17047751 Weeki Wachee 34614 FL Single Family
17047191 Xxxxxxx 00000 XX PUD
17047782 Xxxxx Xxxxxx Xxxxx 00000 SC Condominium
17047196 Northampton 01060 MA Single Family
17047833 Mesa 85205 AZ PUD
17047899 Marina 93933 CA Single Family
17051576 Xxxxxxxx Xxxx 00000 MN Single Family
17043438 Paterson 07543 NJ 2-4 Family
17043319 Laguna Niguel 92677 CA PUD
17043512 Murrells Inlet 29576 SC Condominium
17043523 Xxxxxx 80421 CO Single Family
17032737 Xxxxxxxx 00000 XX Single Family
17032621 Rancho Santa Xxxxxxxxx 92688 CA PUD
17032818 Reisterstown 21136 MD Single Family
17034235 Valencia 91354 CA Single Family
17034292 Xxxxxxx 00000 XX 2-4 Family
17034303 FORT XXXXX 33913 FL Condominium
17034324 Perris 92571 CA Single Family
17034344 Paramount 90723 CA Condominium
17034363 Elk Grove 95757 CA Single Family
17034193 XXXXXXXXXX 00000 XX PUD
17042827 Lincoln 95648 CA Single Family
17020914 North Myrtle Beach 29582 SC Condominium
17021010 Xxxxxxxxx 00000 XX Condominium
17021717 Homestead 33032 FL Single Family
17021773 Lees Summit 64082 MO Single Family
17021812 Xxxxxxx 00000 XX PUD
17021868 Norwell 02061 MA Single Family
17021878 Rockland 02370 MA Single Family
17027399 Xxxxxxx 00000 XX PUD
17027164 XXXXXXX 00000 XX Single Family
17027431 Cornville 86325 AZ Single Family
17027483 San Marcos 92078 CA PUD
17013170 Xxxxxx 00000 XX Single Family
17013299 Porterdale 30016 GA Single Family
17013208 Danbury 06811 CT Single Family
17013337 Gilbert 85236 AZ PUD
17013345 Doddsville 38736 MS Single Family
17013350 Show Low 85901 AZ Single Family
17013353 Voorhees 08043 NJ Single Family
17013190 PLANTATION 33317 FL Condominium
17014440 Norwalk 90650 CA Single Family
17014602 Branson 65616 MO Single Family
17014611 SAN XXXX 95123 CA Single Family
17016094 Hemet 92544 CA Single Family
17016043 Dolton 60419 IL Single Family
17016112 Atlanta 30314 GA Single Family
17016116 Laurel 20707 MD Single Family
17016149 Xxxxxxxxxx 00000 XX Single Family
17016156 San Bernardino 92404 CA 2-4 Family
17016211 Springfield 97477 OR Single Family
17016064 XXXXX XXXXX 00000 AZ Single Family
17008815 Hialeah 33012 FL Condominium
17008781 Bowie 20716 MD Single Family
17008859 Douglasville 30135 GA PUD
17010819 Phoenix 85032 AZ PUD
17010821 Las Vegas 89102 NV Single Family
17010876 Xxxxx Island 29455 SC PUD
17010910 Las Vegas 89122 NV PUD
17010936 Xxxxxxxxxxx 00000 XX Single Family
17012387 XXXXXXXX 85353 AZ PUD
17012428 DOWNEY 90241 CA Single Family
17012441 DOWNEY 90241 CA Single Family
16997863 Winter Park 32792 FL Single Family
16997918 Branson 65616 MO Single Family
17001422 Hollywood 33019 FL Condominium
17001599 Riverside 92504 CA PUD
17002886 WHITTIER 90605 CA Single Family
17002914 Anaheim 92802 CA Townhouse
17003085 PORTLAND 97233 OR Single Family
17004493 Xxxxxxxxxx 00000 XX Single Family
17004509 Xxxxxx 56425 MN Townhouse
17004530 South Jordan 84095 UT Single Family
17004545 Buckeye 85396 AZ Single Family
16991039 MINNEAPOLIS 55407 MN 2-4 Family
16991049 Kissimmee 34746 FL PUD
16991072 Charleston 29407 SC Single Family
16991114 Barstow 92311 CA Single Family
16991135 Sedona 86336 AZ Single Family
16990978 Edinburg 78541 TX Single Family
16991141 Xxxxxx 98391 WA Single Family
16994857 Maspeth 11378 NY Single Family
16994907 KENT 98042 WA PUD
16980330 San Jacinto 92582 CA Single Family
16982692 SAN DIEGO 92130 CA PUD
16982763 Xxxxxxx 00000 XX PUD
16984200 Mesa 85207 AZ Single Family
16984311 Atlanta 30315 GA 2-4 Family
16989944 Frederick 21702 MD Single Family
16989963 Aurora 80014 CO Townhouse
16980207 Bellemont 86015 AZ PUD
16980210 Xxxxxxxx Xxxx 00000 MN Single Family
16980317 St. Augustine 32084 FL Condominium
16968105 Bedminster 07921 NJ Condominium
16968001 APOPKA 32712 FL PUD
17021682 Santa Xxxxx 93458 CA Single Family
16970252 Brea 92821 CA Condominium
16970147 Woodstock 30188 GA Single Family
16970279 Phoenix 85032 AZ Single Family
16978535 Beaumont 92223 CA PUD
16971808 Gunnison 81230 CO Single Family
16971931 Xxxxxxxxx 00000 XX PUD
16978645 Lincoln 95648 CA PUD
16965041 SAN XXXX 95133 CA Condominium
16857134 Big Bear Lake 92315 CA Single Family
16857194 Surprise 85388 AZ PUD
16858907 Xxxxxxx 00000 XX Single Family
16858974 RIVERSIDE 92506 CA Single Family
16859000 Salem 97305 OR 2-4 Family
16912721 San Antonio 78244 TX Single Family
16852508 Upper Marlboro 20772 MD PUD
16852509 Yorkville 60560 IL Single Family
16852498 Santa Xxxx 95401 CA Single Family
16847169 Ocala 34481 FL Single Family
16848828 Xxxx Xxxxx 00000 TX Single Family
16848745 OCALA 34481 FL Single Family
16851464 Tucson 85715 AZ Single Family
16843965 West Palm Beach 33409 FL Condominium
16845391 Salem 24153 VA Single Family
16845338 San Bernardino 92405 CA 2-4 Family
16847325 Orange 92867 CA Single Family
16838441 San Marcos 92078 CA Single Family
16838509 San Diego 92139 CA Single Family
16980147 Midlothian 23112 VA Single Family
16834852 Las Vegas 89110 NV Single Family
16834866 Xxxxxx Xxxx 00000 CA Single Family
16832446 VICTORVILLE 92394 CA Single Family
16823339 Tucson 85713 AZ Single Family
16825988 Long Beach 90815 CA PUD
16823496 Albuquerque 87123 NM 2-4 Family
16812391 Accokeek 20607 MD PUD
16818828 Maitland 32751 FL Condominium
16818849 Xxxxxx Xxxx 00000 NJ Single Family
16397330 Xxxx Xxxxx 00000 FL Single Family
16803110 Spring 77380 TX PUD
16802952 Gorham 04038 ME Single Family
16801309 Riverdale 30296 GA Single Family
16801182 Penn Valley 95946 CA PUD
16801333 Edcouch 78538 TX Single Family
16798049 Xxxxxxxx Xxxxxx 00000 AZ Single Family
16780567 Frederick 21703 MD PUD
16785048 Lake Oswego 97035 OR Condominium
16785144 THOMASTON 30286 GA Single Family
16786999 Xxxxxxxxx 00000 XX Single Family
17154645 Santa Clarita 91351 CA Single Family
16778144 Phoenix 85020 AZ Single Family
17027377 Miami 33196 FL Condominium
17032752 N Las Vegas 89032 NV PUD
17032812 Xxxxxx 00000 XX PUD
17034255 Gualala 95445 CA Single Family
17034208 Xxxxxxxxx 00000 XX Single Family
17043520 Xxxxxxx Xxxx 00000 CA Single Family
17047762 GILROY 95020 CA Single Family
17051595 Xxxxxxx Xxxx 00000 CA Condominium
17052800 Xxxxxxxx Xxxxx 00000 FL Condominium
17052977 Coral Springs 33067 FL PUD
17055078 XXXXXXXXX 00000 NJ Single Family
16857237 Xxxxx Xxxxxxxxxx 00000 FL Single Family
16965000 Watertown 06795 CT Single Family
16965084 Gainesville 20155 VA PUD
16848900 Falls Church 22042 VA Single Family
16832493 Killeen 76549 TX 2-4 Family
16780576 Denver 80204 CO Single Family
16780588 Brockton 02302 MA 2-4 Family
16790269 CONYERS 30013 GA Single Family
16798036 Xxxxxxx 00000 FL Single Family
16776260 Xxxxxx Xxxx 00000 MO Single Family
16716232 Englewood 07631 NJ Single Family
16709184 Big Lake 55309 MN Single Family
16697301 Manville 08835 NJ 2-4 Family
17009060 Puyallup 98371 WA Single Family
17009064 Blauvelt 10913 NY Single Family
17009044 Estero 33928 FL PUD
16857561 RIVERDALE 20737 MD Single Family
17027938 Vallejo 94591 CA PUD
17057583 XXXXXXXX 54136 WI Single Family
17077133 WEST HILLS 91307 CA Single Family
16970683 MINDEN 04849 NV Single Family
17088722 Clinton 20735 MD PUD
17055576 PLANO 75093 TX Single Family
17113459 XXXXXX 00000 XX PUD
17060538 Los Angeles 90059 CA Single Family
17088958 Destrehan 70047 LA Single Family
17016432 MUKWONAGO 53149 WI Single Family
16688285 Islamorada 33036 FL Single Family
17148468 East Hampton 11937 NY Single Family
17148508 The Xxxxxxxxx 00000 XX PUD
17167151 Ramapo 10952 NY PUD
17167152 Xxxxx Xxxxx 00000 FL Condominium
16365915 NORTH PORT 34287 FL Single Family
17155778 Chesterfield 63005 MO Single Family
17167214 JASPER 30143 GA Single Family
17150071 Xxxxxxxx 85249 AZ PUD
17155403 Xxxxxx 00000 XX Single Family
17151497 Bronx 10465 NY Condominium
17151502 Xxxxxxxxxx 00000 XX PUD
17151504 Bronx 10465 NY Condominium
17151541 Grayslake 60030 IL PUD
17130569 SAN XXXX 95121 CA Single Family
17064787 Xxxxxx Xxxx 00000 MN Single Family
17064846 Antioch 94531 CA Single Family
17065949 Chicago 60617 IL Single Family
17065971 Washington 20010 DC Condominium
17075024 Chino Valley 86323 AZ Single Family
17075056 Merrimac 01860 MA Single Family
17075081 Walnut 91789 CA Single Family
17075150 Pico Xxxxxx 90660 CA Single Family
17075242 Aurora 80014 CO PUD
17076417 XXXXXXXXXX 00000 XX Single Family
17077691 Xxxxxxx 21619 MD Condominium
17077808 Hollywood 33020 FL 2-4 Family
17088379 Hempstead 11550 NY 2-4 Family
17112894 Xxxxxxx Xxxxxxx 00000 MD Single Family
17104575 Granada Hills 91344 CA Single Family
17112981 Adelanto 92301 CA 2-4 Family
17132591 Minneapolis 55411 MN Single Family
17151492 Bronx 10465 NY Condominium
17059319 Clearwater 33764 FL Condominium
17171516 Henderson 89052 NV PUD
17155802 Hacienda Heights 91745 CA Single Family
17155803 Xxxxxx Valley 92557 CA Single Family
17148515 Waldorf 20603 MD PUD
17155807 Adelanto 92301 CA Single Family
17148559 Bronx 10465 NY Condominium
17148510 Lauderhill 33311 FL PUD
16389049 SAINT LOUIS 63110 MO 2-4 Family
17077022 Oxnard 93030 CA Condominium
17151516 San Francisco 94122 CA Single Family
17077024 Xxxxxxx 00000 XX PUD
17151591 San Xxxxxxx 91776 CA Single Family
17151596 Xxxxxxx Heights 91748 CA Single Family
17155791 Chandler 85226 AZ PUD
17128577 Mesa 85212 AZ Single Family
17148495 North Tonawanda 14120 NY Single Family
17155785 The Woodlands 77382 TX PUD
17001992 Xxxx Xxxxxxxxxx 00000 MD Single Family
17013576 San Diego 92101 CA Condominium
17001996 Bethesda 20814 MD Condominium
17078182 Homestead 33033 FL Condominium
17078185 XXXXXX XXX 00000 FL Condominium
17078188 Homestead 33033 FL PUD
16991647 MISSION 78572 TX Single Family
16851140 XXXXXXXX 00000 XX Single Family
17089041 Winter Park 32792 FL Single Family
16851145 Xxxxxxx XXX 00000 NJ Single Family
16803924 SILVER SPRING 20902 MD Single Family
17013589 Lake City 32055 FL Single Family
16851149 MURRIETA 92563 CA Single Family
17078194 XXXXXX BAY` 33190 FL Condominium
16982905 MESA 85205 AZ Single Family
17078198 Homestead 33033 FL Condominium
16856952 Atlanta 30319 GA Condominium
16856957 Novi 48377 MI Condominium
17059360 Argyle 76226 TX PUD
16814175 Bluffton 29909 SC Single Family
16965532 BRADENTON 34208 FL Single Family
17059369 Xxxxxx 00000 XX Single Family
16974283 CROWN POINT 46307 IN Single Family
16980848 BUCKEYE 85326 AZ PUD
17052102 MARIETTA 30066 GA PUD
17033230 Xxxxx Xxxxxxx 00000 XX Single Family
17012900 Frederick 21702 MD PUD
17113422 Albuquerque 87120 NM Single Family
17113428 Southfield 48076 MI Condominium
17113429 Xxxxxxxxxx 00000 XX Single Family
17004861 South Jordan 84095 UT PUD
17052085 ELLENWOOD 30294 GA PUD
17052087 ELLENWOOD 30294 GA PUD
17004864 Xxxxxx 00000 XX Single Family
17052088 NAPLES 34116 FL 2-4 Family
16803950 Santa Xxxxxx 90404 CA Condominium
17052089 ST PETERSBURG 33709 FL Single Family
17012886 Orlando 32835 FL Condominium
16833058 XXXXXXX 00000 XX Single Family
17059374 Xxxxx Xxxx 00000 CA Single Family
17078247 Gettysburg 17325 PA Single Family
16801875 LAS VEGAS 89104 NV Single Family
17078249 Xxxxxxxxxx 00000 XX PUD
17059379 Xxxxxxxx 85232 AZ Single Family
17012911 Daytona Beach 32118 FL Condominium
17033248 Xxxxx Xxxxx 00000 AZ PUD
16824319 Xxxxxxxxxx 00000 XX PUD
16991712 HEMET 92545 CA Single Family
16991717 Las Vegas 89117 NV Condominium
16985156 ATLANTIC BCH 32233 FL Townhouse
16980863 Stanhope 07874 NJ Single Family
16985157 PHOENIX 85018 AZ Single Family
16980865 HEATH 75032 TX Single Family
17013657 Xxxxx 00000 XX Condominium
17066688 Xxxxxx 84093 UT PUD
16980873 XXXXXXX 00000 XX PUD
16985167 XXXXX 00000 XX PUD
17052132 Xxxxxxxxx 00000 XX Single Family
17052133 Fullerton 92835 CA PUD
17044115 N MYRTLE BEACH 29582 SC Condominium
17004914 Chicago 60643 IL Single Family
17033264 Mendham 07945 NJ Single Family
17033267 Xxxxxxxxx 00000 XX Single Family
17033269 Xxxx Xxxx Xxxxx 00000 FL Single Family
17013668 ANNAPOLIS 21403 MD Single Family
17013669 West Covina 91792 CA Condominium
16968404 Santa Xxxx 95405 CA Condominium
17057947 MESA 85213 AZ PUD
16965574 PERRIS 92570 CA Single Family
16980883 Passaic 07055 NJ 2-4 Family
17033273 Xxxx Xxxx Xxx 00000 UT Single Family
16982930 FRISCO 75034 TX PUD
16991680 MANASSAS 20111 VA Single Family
16968355 GILBERT 85296 AZ Single Family
16856985 North Las Vegas 89032 NV PUD
16856988 JACKSONVILLE 32216 FL Condominium
17042614 Miami 33178 FL Condominium
17004871 BRUNSWICK 31525 GA Single Family
17052096 TEMECULA 92592 CA PUD
17044128 POSEN 60469 IL Single Family
17016507 STERLING 20164 VA Condominium
16824341 Reno 89523 NV PUD
17033276 COCOA 32927 FL Single Family
17033278 RIVERVIEW 33569 FL PUD
17113468 Xxxxx Xxxxxxx 00000 TX PUD
17076821 WESTMINSTER 21157 MD PUD
17033279 XXXXXXXXX XXXX 00000 IL Single Family
16723773 XXXXXXXX 00000 XX PUD
16979217 Xxxx Xxxxxxx 00000 MN Single Family
16982944 Woodhaven 11421 NY 2-4 Family
16856994 Lubbock 79411 TX Single Family
17042625 XXXXXXX 55088 MN Single Family
17009174 Xxxxxxxxxx 00000 XX PUD
17009178 BALTIMORE 21214 MD Townhouse
16723781 Xxxxxxx 00000 FL Condominium
16995260 Xxxxxx Xxxxx 00000 SC Single Family
16982959 Xxxxxxxxxx 00000 XX Condominium
16853300 Ridgefield 98642 WA Single Family
16965582 XXXXXX 00000 XX Single Family
17078289 XXXXXXXXX 00000 XX Single Family
17033280 Lehigh Acres 33936 FL Single Family
17016513 WARREN 44483 OH Single Family
17004930 Newark 07107 NJ 2-4 Family
17033282 XXXX XXXXX 00000 FL Single Family
17013680 Miami 33032 FL Townhouse
17052156 Xxxxxxxx Xxxx 00000 MD PUD
17044138 XXXXXX 00000 XX Condominium
17033284 ATLANTA 30349 GA PUD
17033285 PORT XXXXXX 34668 FL Single Family
16771053 DUNDALK 21222 MD PUD
17013685 Salem 97302 OR Single Family
17033287 ELLENWOOD 30294 GA PUD
16824353 Xxxxxxx 00000 XX PUD
17033289 ELLENTON 34222 FL PUD
16851248 JACKSONVILLE 32211 FL Single Family
17044140 LAS VEGAS 89123 NV PUD
17052162 Las Vegas 89103 NV Condominium
17033290 BOULDER 80301 CO 2-4 Family
17033291 WINSTON 30187 GA Single Family
17033292 NEWNAN 30263 GA PUD
17009235 Elgin 78621 TX PUD
17033295 MARGATE 33068 FL Single Family
17033296 GARLAND 75040 TX Condominium
16979230 LAS VEGAS 89110 NV Single Family
16819139 Port Xxxxxx 34668 FL Single Family
16803993 Brookfield 06804 CT Condominium
16979242 Xxxxx Xxxxx 00000 AZ PUD
16995281 AUBURN 98092 WA PUD
16982977 XXXXXXXXXX 00000 XX Single Family
17034638 WEEKI WACHEE 34614 FL Single Family
17052064 RANCHO CUCAMONGA 91739 CA Single Family
17033192 Grand Rapids 49506 MI 2-4 Family
17016426 TUSTIN 92782 CA PUD
17052068 LAKE ELSINORE 92530 CA Single Family
17033197 RILEYVILLE 22650 VA Single Family
17013599 Deltona 32738 FL PUD
16789088 Las Vegas 89148 NV PUD
16856966 Xxxxxxx 00000 XX Single Family
17044050 Stockton 95206 CA Single Family
17009145 BALTIMORE 21206 MD Single Family
17012875 XXXXXXXX 00000 XX PUD
17004858 Malden 02148 MA 2-4 Family
17012879 Waldorf 20601 MD Single Family
17128564 Xxxxx Hills 92372 CA Single Family
16990180 XXXXXXXX 85552 AZ Single Family
16981432 CORONA 92880 CA Single Family
17128565 Cupertino 95014 CA Single Family
16981434 XXX XXXXXX 00000 NM Single Family
17128567 Xxxxxx Xxxx 95037 CA PUD
16980706 ARLINGTON 22205 VA Single Family
16980707 Millbrae 94030 CA Single Family
16981436 MIRAMAR 33027 FL PUD
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16771982 Aurora 80013 CO Townhouse
16770800 LAWRENCEVILLE 30045 GA 2-4 Family
16774944 Atlanta 30342 GA Single Family
16768047 FRESNO 93710 CA Single Family
16768354 ODENTON 21113 MD PUD
16729896 XXXXXXXXX 00000 XX Single Family
16731785 XXXX XXXXXXXXXX 00000 WI Single Family
16731813 Glendale 85310 AZ PUD
16731953 Las Vegas 89107 NV Single Family
16729579 Xxxx 46406 IN Single Family
16765326 BOWIE 20716 MD Single Family
16721969 Xxxxx Xxxxx 00000 FL Single Family
16721971 Xxxxxxx Xxxxx 00000 FL Single Family
16704342 Xxxxxxxxx 89044 NV PUD
16681413 Punta Gorda 33950 FL Condominium
16540307 Las Vegas 89122 NV Single Family
17090584 WORTH 60482 IL Condominium
17090585 ELMHURST 60126 IL Single Family
17090586 CHICAGO 60651 IL 2-4 Family
17090587 BERWYN 60402 IL 2-4 Family
17090593 XXXXXXX XXXXX 00000 IL Condominium
17090597 CHICAGO 60656 IL Condominium
17090599 CHICAGO 60631 IL PUD
17090600 XXXXXXX XXXXX 00000 IL Condominium
17090602 ELK GROVE VILLAGE 60007 IL Townhouse
17090603 LAKE BARRINGTON 60084 IL Single Family
17090605 CHICAGO 60641 IL Single Family
17090606 SKOKIE 60077 IL 2-4 Family
17090608 XXXXXX XXXXX 00000 IL Single Family
17090609 CHICAGO 60611 IL Condominium
17090610 SCHAUMBURG 60173 IL Condominium
17090611 XXXXXXX XXXX 00000 IL Single Family
17090612 BARRINGTON 60010 IL Single Family
17090614 CHICAGO 60644 IL Single Family
17090615 HINSDALE 60521 IL Single Family
17090616 CHICAGO 60620 IL Single Family
17090617 WHEELING 60090 IL Condominium
17090618 XXXXX XXXXXXXX 00000 XX Xxxxxxxxx
17090619 PALATINE 60067 IL Single Family
17090621 BURBANK 60459 IL Single Family
17090578 CHICAGO 60622 IL Condominium
17090579 CHICAGO 60622 IL Condominium
17090580 CHICAGO 60647 IL Condominium
17090581 BOLINGBROOK 60440 IL Single Family
17090583 PLAINFIELD 60544 IL Single Family
17059647 CHICAGO 60634 IL Single Family
17059654 STREAMWOOD 60107 IL Single Family
17059656 CHICAGO 60622 IL Condominium
17059657 BERWYN 60402 IL Single Family
17059659 CHICAGO 60634 IL Condominium
17059665 XXXXXXX ESTATES 60192 IL Single Family
17059670 BERWYN 60402 IL Single Family
17059673 CHICAGO 60617 IL 2-4 Family
17059675 XXXXXXXXX XXXXXXX 00000 IL Condominium
17059677 CHICAGO 60632 IL 2-4 Family
17059682 CHICAGO 60657 IL Condominium
17059686 CHICAGO 60640 IL Condominium
17090569 PLAINFIELD 60586 IL Townhouse
17090570 BOLINGBROOK 60440 IL Condominium
17090571 XXXXXX 00000 XX Single Family
17090573 HICKORY HILLS 60457 IL Condominium
17090574 BURBANK 60459 IL Single Family
17015984 LOMBARD 60148 IL Condominium
17015985 RIVER GROVE 60171 IL Single Family
17015988 CHICAGO 60625 IL 2-4 Family
17015989 LOVES PARK 61111 IL Condominium
17015970 CHICAGO 60644 IL 2-4 Family
17015972 PARK RIDGE 60068 IL Single Family
17015976 CICERO 60804 IL Single Family
17015980 LOVES PARK 61111 IL Single Family
17015964 CHICAGO 60651 IL Single Family
17015965 CHICAGO 60647 IL Single Family
17015968 WEST CHICAGO 60185 IL Single Family
17015951 CHICAGO 60629 IL Condominium
17015954 CHICAGO 60630 IL Single Family
16966663 XXXXXXXXX XXXXX 00000 IL Single Family
16789095 PLAINFIELD 60544 IL Single Family
16789101 CHICAGO 60656 IL Condominium
16789117 CHICAGO 60634 IL 2-4 Family
16789124 MUNDELEIN 60060 IL Single Family
16789126 LAKE ZURICH 60047 IL Single Family
16839342 NORTH AURORA 60542 IL Single Family
16964633 RIVERSIDE 60546 IL Single Family
16964635 CHICAGO 60625 IL Single Family
16964917 CICERO 60804 IL 2-4 Family
16964918 WESTMONT 60559 IL Single Family
16964919 CHICAGO 60612 IL 2-4 Family
16964921 AURORA 60505 IL Single Family
16964922 CICERO 60804 IL 2-4 Family
16964925 GALENA 61036 IL Single Family
16964929 BERWYN 60402 IL Condominium
16964931 LANSING 60438 IL Single Family
16964934 JUSTICE 60458 IL Single Family
16964936 WESTMONT 60559 IL Single Family
16964940 CHICAGO 60651 IL Single Family
16964944 PALATINE 60067 IL Townhouse
16964947 WESTMONT 60559 IL Townhouse
16964949 DARIEN 60561 IL Townhouse
16964953 XXXX XXXXXXX 00000 IL Single Family
16549174 OVIEDO 32765 FL Single Family
16549176 BLUE SPRINGS 64015 MO PUD
16549198 MIAMI 33196 FL Single Family
16549228 ATHENS 30606 GA Condominium
16549246 XXXXXXXXXX 00000 XX Condominium
16549111 XXXXXXX 85206 AZ Condominium
16770431 CHICAGO 60632 IL Single Family
16770436 NORTHBROOK 60062 IL Single Family
16770441 CHICAGO 60623 IL 2-4 Family
16770442 WORTH 60482 IL Condominium
16770453 CHICAGO 60632 IL Single Family
16770462 RIVER GROVE 60171 IL Single Family
16770478 DES PLAINES 60016 IL Single Family
16770482 MOKENA 60448 IL Townhouse
16685373 AURORA 60505 IL Single Family
16685378 XXXXXXXXX XXXXX 00000 IL Condominium
16685382 CHICAGO 60632 IL 2-4 Family
16685405 CHICAGO 60631 IL Single Family
17043285 XXXXXXXX XXXXX 00000 XX XXX
17043286 DENVER 80203 CO Condominium
17043287 XXXX XXXX XXXX 00000 XX Condominium
17043288 XXXXXXX 49201 MI Single Family
17043290 BELLEVUE 00000 XX Condominium
17043291 MAUMELLE 72113 AR Single Family
17043297 ROUND ROCK 78664 TX PUD
17044150 LAKEWOOD 80228 CO Condominium
17044151 XXXXX XXXX 00000 UT Single Family
17044152 LOMBARD 60148 IL Condominium
17044154 TOOELE 84074 UT Single Family
17044157 XXXXXXX 00000 XX Condominium
17044158 XXXX XXXXX 00000 FL Single Family
17044159 XXXXX 84093 UT Single Family
17044160 XXXX 00000 XX PUD
17044164 XXXXXXX 65781 MO Single Family
17044167 XXXXXXX 00000 XX PUD
17044168 XXXXX 00000 XX Single Family
17044169 LONG BEACH 90808 CA Single Family
17044171 SPEEDWAY 46224 IN Single Family
17044173 OGDEN 84401 UT Single Family
17044175 BUFORD 30518 GA Single Family
17044176 XXXXXXXXX 00000 XX XXX
17044177 DENVER 80227 CO Single Family
17044179 WALDORF 20603 MD PUD
17044181 COATESVILLE 19320 PA Single Family
17044188 MENIFEE 92584 CA Single Family
17044190 ROUND ROCK 78664 TX PUD
17044192 XXXXXXXX 00000 XX Single Family
17044193 RANCHO SANTA XXXXXXXXX 92688 CA Condominium
17044194 XXXXXX 00000 XX XXX
17044196 WOODSTOCK 30188 GA Single Family
17044197 TAMPA 33609 FL Single Family
17044198 TAMPA 33634 FL Single Family
17044202 HUNTSVILLE 84317 UT Condominium
17044203 XXXX XXXXX 00000 FL Condominium
17044204 FORT XXXXX 33919 FL Condominium
17010310 WHITE PLAINS 10603 NY CO-OP
16042804 PENSACOLA 32507 FL Condominium
16007584 MESA 85205 AZ Single Family
16827098 GIG HARBOR 98332 WA Single Family
16808510 SANTA XXXX BEAC 32459 FL Single Family
16809118 MURRIETA 92563 CA Single Family
16371331 XXXX XXXXXXXXXX 00000 FL Condominium
16639255 Mill Valley 94941 CA Single Family
16639353 PARKLAND 33067 FL Single Family
16639413 GLENDALE 91205 CA 2-4 Family
16635046 SALINAS 93908 CA PUD
16639384 ATLANTA 30350 GA Condominium
16639419 MILPITAS 95035 CA Single Family
16019600 ANTELOPE 95843 CA Condominium
16019608 XXXXXXXX 00000 XX Single Family
16042899 LA QUINTA 92253 CA PUD
16066059 XXXXX 00000 XX Single Family
16019401 ROYAL PALM BEACH 33411 FL Condominium
16019483 FORT XXXXX 33905 FL Single Family
16019495 PHILADELPHIA 19104 PA Single Family
16019534 LAS VEGAS 89122 NV PUD
16244518 XXXXXXXXX 00000 XX XXX
16007546 XXXXXXX 00000 FL Single Family
16007547 TAMPA 33607 FL Single Family
16007593 PEORIA 85345 AZ Single Family
16007818 CONCORD 94521 CA Single Family
16007856 WEST HOLLYWOOD 90048 CA 2-4 Family
16008101 SANTA XXX 92705 CA Condominium
16008103 XXXXXXX 00000 XX Single Family
16008136 CHICAGO 60634 IL Single Family
16008389 XXXX XXXXXXXXXX 00000 FL Single Family
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16008488 BOWIE 20721 MD PUD
16008913 XXXX XXXXX XXXXXXX 00000 FL Condominium
16005546 XXXXXXXXXXX 00000 XX 0-0 Family
16005738 LONGMONT 80503 CO Single Family
16005896 LEBANON 03766 NH 2-4 Family
16005986 XXXXXX GRANDE 93420 CA Single Family
16006608 HIALEAH 33016 FL Single Family
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16006963 XXXXXXXX 00000 XX PUD
16006967 ACWORTH 30101 GA PUD
16007143 VALRICO 33594 FL Single Family
16007219 HESPERIA 92345 CA Single Family
16007306 SUFFOLK 23434 VA PUD
16007353 HIALEAH 33016 FL Single Family
16007421 LA SALLE 80645 CO Single Family
16626226 ATLANTA 30306 GA Single Family
16146829 XXXXXX 28435 NC Single Family
16146845 XXXXXX XXXX 00000 MO Single Family
16846473 DULUTH 55812 MN Single Family
16068545 HENDERSON 89052 NV PUD
16068583 LAS VEGAS 89134 NV PUD
16549131 NORTH MIAMI 33162 FL Condominium
16146841 LINDEN 48451 MI Single Family
16802019 FLORAL PARK 11005 NY CO-OP
16802024 XXXXXXX XXXX 00000 NY Single Family
16840735 EVERETT 98204 WA Condominium
16840990 XXXXXX XXXXX 00000 TX 2-4 Family
16840992 XXXXXX HEIGH 76548 TX 2-4 Family
16841050 XXXXXX HEIGH 76548 TX 2-4 Family
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16846856 SAN XXXX 95128 CA 2-4 Family
16649313 INDIANAPOLIS 46237 IN PUD
LOAN_SEQ CURRENT_GROSS_COUPON SERV_FEE MSERV LPMI TRUSTEE_FEE
______________________________________________________________________________________________________________________________________________________________
16973804 8.000 0.375 0.005 0.000 0.000
16803579 6.875 0.250 0.005 0.000 0.000
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17055524 6.750 0.250 0.005 0.000 0.000
17027903 9.625 0.375 0.005 0.590 0.000
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17055529 6.750 0.250 0.005 0.000 0.000
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16979197 8.375 0.375 0.005 1.497 0.000
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16844524 6.875 0.375 0.005 0.000 0.000
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16770986 7.000 0.375 0.005 0.477 0.000
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16985126 8.125 0.375 0.005 0.000 0.000
16859177 6.875 0.250 0.005 0.000 0.000
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17033228 6.500 0.375 0.005 0.000 0.000
16778097 8.250 0.375 0.005 1.190 0.000
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16845817 6.875 0.250 0.005 0.477 0.000
17130520 7.125 0.375 0.005 0.000 0.000
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16710005 7.000 0.375 0.005 0.000 0.000
16640581 8.000 0.375 0.005 0.000 0.000
16605477 7.625 0.375 0.005 0.477 0.000
16706969 7.125 0.375 0.005 0.000 0.000
17033422 7.125 0.250 0.005 0.000 0.000
16970648 8.625 0.375 0.005 0.840 0.000
16981345 7.750 0.375 0.005 0.000 0.000
17003217 7.625 0.375 0.005 0.000 0.000
17013825 6.875 0.375 0.005 0.000 0.000
17016323 6.250 0.375 0.005 0.477 0.000
17021158 7.000 0.375 0.005 0.000 0.000
17013650 8.625 0.375 0.005 1.320 0.000
17033174 7.875 0.375 0.005 0.000 0.000
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17047899 7.250 0.375 0.005 0.477 0.000
17051576 7.875 0.375 0.005 0.000 0.000
17043438 8.375 0.375 0.005 0.000 0.000
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17043512 7.250 0.375 0.005 0.000 0.000
17043523 7.000 0.375 0.005 0.000 0.000
17032737 7.125 0.375 0.005 0.477 0.000
17032621 7.625 0.375 0.005 0.000 0.000
17032818 7.125 0.375 0.005 0.000 0.000
17034235 7.625 0.375 0.005 0.000 0.000
17034292 9.500 0.375 0.005 0.440 0.000
17034303 6.875 0.375 0.005 0.000 0.000
17034324 7.625 0.375 0.005 0.890 0.000
17034344 8.250 0.375 0.005 0.000 0.000
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17034193 7.625 0.375 0.005 0.000 0.000
17042827 7.750 0.375 0.005 0.000 0.000
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17021010 7.375 0.375 0.005 0.000 0.000
17021717 7.750 0.375 0.005 0.000 0.000
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17021812 6.875 0.375 0.005 0.000 0.000
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17027483 6.750 0.375 0.005 0.477 0.000
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17016211 7.750 0.375 0.005 1.287 0.000
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16807183 7.125 0.375 0.005 0.000 0.000
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16807279 7.250 0.375 0.005 0.000 0.000
16807305 7.875 0.375 0.005 0.670 0.000
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16809671 7.000 0.375 0.005 0.477 0.000
16809829 8.000 0.375 0.005 0.000 0.000
16801614 8.125 0.375 0.005 0.880 0.000
16801642 7.375 0.375 0.005 0.000 0.000
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16770800 7.625 0.375 0.005 0.000 0.000
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16729896 7.125 0.375 0.005 0.000 0.000
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16731953 7.375 0.375 0.005 0.000 0.000
16729579 8.250 0.375 0.005 0.000 0.000
16765326 7.125 0.375 0.005 0.477 0.000
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16721971 6.875 0.375 0.005 0.000 0.000
16704342 7.125 0.375 0.005 0.477 0.000
16681413 7.250 0.375 0.005 0.000 0.000
16540307 7.125 0.375 0.005 0.000 0.000
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17090593 6.500 0.250 0.005 0.000 0.000
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17090600 7.250 0.250 0.005 0.000 0.000
17090602 6.500 0.250 0.005 0.000 0.000
17090603 6.875 0.250 0.005 0.000 0.000
17090605 7.375 0.250 0.005 0.000 0.000
17090606 7.250 0.250 0.005 0.000 0.000
17090608 6.750 0.250 0.005 0.000 0.000
17090609 7.750 0.250 0.005 0.000 0.000
17090610 6.750 0.250 0.005 0.000 0.000
17090611 7.000 0.250 0.005 0.000 0.000
17090612 7.250 0.250 0.005 0.000 0.000
17090614 6.750 0.250 0.005 0.000 0.000
17090615 7.875 0.250 0.005 0.000 0.000
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17090619 6.625 0.250 0.005 0.000 0.000
17090621 6.750 0.250 0.005 0.000 0.000
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17059665 7.250 0.250 0.005 0.477 0.000
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17015988 6.875 0.250 0.005 0.000 0.000
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16966663 4.250 0.250 0.005 0.477 0.000
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16789101 6.625 0.250 0.005 0.000 0.000
16789117 6.875 0.250 0.005 0.000 0.000
16789124 6.750 0.250 0.005 0.000 0.000
16789126 6.625 0.250 0.005 0.000 0.000
16839342 6.375 0.250 0.005 0.000 0.000
16964633 6.875 0.250 0.005 0.477 0.000
16964635 7.250 0.250 0.005 0.000 0.000
16964917 7.000 0.250 0.005 0.000 0.000
16964918 7.125 0.250 0.005 0.000 0.000
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16964921 7.000 0.250 0.005 0.000 0.000
16964922 7.250 0.250 0.005 0.000 0.000
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16964929 6.875 0.250 0.005 0.000 0.000
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16007818 9.125 0.375 0.005 0.000 0.000
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16008101 7.340 0.375 0.005 0.000 0.000
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16626226 7.625 0.375 0.005 0.522 0.000
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16549131 8.250 0.250 0.005 0.000 0.000
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16846856 6.500 0.250 0.005 0.000 0.000
16649313 7.750 0.375 0.005 0.000 0.000
LOAN_SEQ CURRENT_NET_COUPON STATED_MAT STATED_ORIGINAL_TERM
________________________________________________________________________________________________________________________________________
16973804 7.620 20370201 360
16803579 6.620 20361201 360
16778519 6.745 20361101 360
16807148 6.745 20370101 360
16859442 7.120 20370201 360
16962964 7.870 20370201 360
16847865 6.995 20370101 360
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17027903 8.655 20370301 360
17055527 6.870 20370301 360
16819700 6.468 20370101 360
16963152 7.620 20370201 360
17055529 6.495 20370301 360
16835746 5.858 20370101 360
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17003238 7.120 20370201 360
17055532 7.120 20370201 360
17042597 7.620 20370301 360
16979197 6.498 20370201 360
17034584 7.870 20370301 360
16844524 6.495 20361201 360
16672567 6.495 20361001 360
17000430 6.745 20361201 360
17034594 5.870 20370201 360
16832951 6.995 20370101 360
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16770986 6.143 20361001 360
16801716 6.870 20361201 360
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16840316 6.268 20370201 360
16965510 7.415 20370201 360
17078217 7.120 20370301 360
16859160 7.370 20370201 360
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17055786 7.745 20370301 360
16981557 7.870 20370201 360
17113404 7.870 20370301 360
16840321 7.495 20370101 360
17113409 6.120 20370201 360
17078220 7.870 20370301 360
16840328 7.495 20370101 360
17078229 7.495 20370301 360
16859171 6.745 20370101 360
16985126 7.745 20370301 360
16859177 6.620 20370101 360
16847599 7.120 20370101 360
17113411 7.245 20370301 360
17033226 6.370 20370201 360
17033228 6.120 20370101 360
16778097 6.680 20361201 360
16803643 6.495 20361201 360
16845817 6.143 20361201 360
17130520 6.745 20370301 360
16803367 6.370 20361201 360
16710005 6.620 20361101 360
16640581 7.620 20361001 360
16605477 6.768 20361001 360
16706969 6.745 20361101 360
17033422 6.870 20370201 360
16970648 7.405 20370301 360
16981345 7.370 20370201 360
17003217 7.245 20370201 360
17013825 6.495 20370301 360
17016323 5.393 20370101 360
17021158 6.620 20370201 360
17013650 6.925 20370301 360
17033174 7.495 20370301 360
17033294 6.870 20370201 360
17033429 6.620 20370301 360
17034438 6.245 20370301 360
17042468 7.495 20370201 360
16809579 7.245 20370201 360
16849548 7.745 20370101 360
16776281 6.620 20361201 360
16314724 7.870 20360701 360
16540158 7.870 20360801 360
16422796 8.120 20360801 360
17058812 8.995 20370401 360
17058892 6.870 20370401 360
17058903 7.370 20370401 360
17058910 7.643 20370401 360
17058934 7.495 20370401 360
17058973 5.893 20370401 360
17059002 7.870 20370401 360
17060297 5.995 20370401 360
17060329 7.245 20370401 360
17060336 8.370 20370401 360
17060269 7.870 20370401 360
17054990 10.455 20370401 360
17054995 7.120 20370401 360
17055001 6.893 20370401 360
17055019 6.620 20370301 360
17055042 7.245 20370401 360
17055073 5.995 20370401 360
17054904 8.620 20370401 360
17055151 6.495 20370401 360
17055188 7.370 20370401 360
17055196 6.620 20370401 360
17057066 6.995 20370401 360
17057011 6.370 20370401 360
17051539 5.995 20370401 360
17051615 5.995 20370301 360
17051542 6.745 20370401 360
17051502 7.650 20370301 360
17051652 7.370 20370401 360
17051711 7.120 20370301 360
17051554 7.120 20370301 360
17051728 6.870 20370301 360
17051527 7.768 20370401 360
17052744 7.370 20370401 360
17052819 6.495 20370301 360
17052828 6.620 20370301 360
17052752 6.495 20370401 360
17052876 8.495 20370401 360
17052719 6.688 20370401 360
17052910 7.860 20370401 360
17052919 6.620 20370401 360
17052928 6.745 20370401 360
17054944 6.495 20370401 360
17043539 5.745 20370301 360
17043543 7.120 20370401 360
17047741 7.120 20370401 360
17047751 7.370 20370401 360
17047191 7.995 20370401 360
17047782 8.480 20370401 360
17047196 7.495 20370401 360
17047833 7.245 20370301 360
17047899 6.393 20370401 360
17051576 7.495 20370301 360
17043438 7.995 20370401 360
17043319 8.870 20370401 360
17043512 6.870 20370401 360
17043523 6.620 20370301 360
17032737 6.268 20370401 360
17032621 7.245 20370401 360
17032818 6.745 20370301 360
17034235 7.245 20370301 360
17034292 8.680 20370301 360
17034303 6.495 20370401 360
17034324 6.355 20370401 360
17034344 7.870 20370401 360
17034363 6.620 20370401 360
17034193 7.245 20370401 360
17042827 7.370 20370301 360
17020914 8.120 20370301 360
17021010 6.995 20370301 360
17021717 7.370 20370301 360
17021773 7.110 20370401 360
17021812 6.495 20370301 360
17021868 7.245 20370401 360
17021878 7.245 20370401 360
17027399 7.120 20370401 360
17027164 7.495 20370301 360
17027431 6.495 20370301 360
17027483 5.893 20370301 360
17013170 7.995 20370301 360
17013299 7.495 20370401 360
17013208 7.120 20370301 360
17013337 7.245 20370301 360
17013345 6.663 20370401 360
17013350 7.620 20370301 360
17013353 6.995 20370301 360
17013190 8.370 20370301 360
17014440 6.620 20370301 360
17014602 8.190 20370301 360
17014611 6.870 20370301 360
17016094 6.620 20370301 360
17016043 6.995 20370301 360
17016112 8.260 20370401 360
17016116 6.745 20370301 360
17016149 4.870 20370301 360
17016156 7.245 20370301 360
17016211 6.083 20370301 360
17016064 6.245 20370401 360
17008815 7.120 20370301 360
17008781 6.870 20370301 360
17008859 7.495 20370301 360
17010819 6.620 20370201 360
17010821 6.995 20370301 360
17010876 6.268 20370301 360
17010910 5.745 20370401 360
17010936 6.245 20370301 360
17012387 8.120 20370301 360
17012428 7.495 20370301 360
17012441 8.120 20370301 360
16997863 6.620 20370301 360
16997918 8.160 20370301 360
17001422 7.495 20370301 360
17001599 6.620 20370301 360
17002886 6.870 20370401 360
17002914 6.245 20370301 360
17003085 7.495 20370201 360
17004493 7.620 20370201 360
17004509 7.370 20370301 360
17004530 6.995 20370301 360
17004545 6.495 20370301 360
16991039 7.495 20370301 360
16991049 6.620 20370301 360
16991072 7.370 20370201 360
16991114 7.120 20370301 360
16991135 7.495 20370301 360
16990978 6.268 20370401 360
16991141 6.620 20370201 360
16994857 7.120 20370401 360
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17042459 7.370 20370201 360
17042563 6.620 20370301 360
17042719 7.870 20370301 360
17042815 6.620 20370301 360
17043826 7.995 20370301 360
17043837 5.518 20370201 360
17043872 6.120 20370201 360
17044015 7.800 20370301 360
17044124 7.120 20370301 360
16965132 8.375 20370301 360
16965320 7.620 20370201 360
16965330 7.745 20370201 360
16965368 7.245 20370201 360
16965438 6.870 20370201 360
16965545 7.870 20370201 360
16968357 7.370 20370201 360
16968686 6.870 20361201 360
16968696 7.870 20370201 360
16970477 7.370 20361101 360
16970485 7.620 20370201 360
16970618 7.370 20370201 360
16970847 7.620 20370201 360
16970959 7.620 20370201 360
16973767 7.619 20370201 360
16973794 7.245 20370201 360
16973806 7.620 20370101 360
16973902 7.245 20370101 360
16973956 7.370 20370301 360
16974227 6.995 20370201 360
16974340 6.620 20370201 360
16974401 7.495 20370201 360
16974465 7.495 20370201 360
16974475 7.870 20370201 360
16978685 6.870 20370201 360
16978750 7.745 20370201 360
16978908 7.620 20370201 360
16979114 6.620 20370201 360
16979176 6.745 20370201 360
16979205 6.620 20370201 360
16979227 6.370 20370301 360
16979292 6.995 20370201 360
16979306 7.620 20370201 360
16980491 7.745 20370201 360
16980687 6.995 20370101 360
16980761 7.995 20370201 360
16980789 7.245 20370201 360
16981014 6.995 20370101 360
16981029 7.120 20370201 360
16981342 6.370 20370201 360
16981482 7.245 20370201 360
16840011 6.995 20370201 360
16840148 6.620 20370101 360
16840186 7.745 20370301 360
16840278 6.995 20370101 360
16844295 6.995 20370101 360
16844314 7.495 20370101 360
16844721 7.745 20370101 360
16845594 6.995 20370101 360
16845707 7.870 20370101 360
16845774 7.870 20370101 360
16845892 7.245 20370101 360
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16847704 8.120 20370101 360
16847868 6.995 20370101 360
16847991 7.745 20370201 360
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16848063 7.120 20370201 360
16849031 7.495 20370101 360
16849236 7.620 20370201 360
16849286 6.393 20370101 360
16849313 7.870 20370201 360
16832780 8.745 20361101 360
16835345 7.620 20370101 360
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16835481 6.870 20361201 360
16835613 6.393 20370201 360
16835738 6.640 20370201 360
16835824 7.370 20370101 360
16835870 7.495 20370201 360
16838873 6.870 20370101 360
16839137 6.870 20370101 360
16839188 6.143 20370101 360
16839852 8.120 20370101 360
16819373 5.823 20361201 360
16819397 6.218 20361201 360
16819425 5.370 20370101 360
16819553 7.745 20370101 360
16819641 6.620 20370101 360
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16823893 7.620 20370201 360
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16824026 7.120 20370101 360
16824159 6.620 20370201 360
16826804 6.870 20360801 360
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16826908 7.620 20370101 360
16814187 7.370 20370101 360
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16819278 6.995 20370201 360
16819279 5.893 20370101 360
16806809 6.393 20370301 360
16806829 7.245 20370101 360
16806954 7.495 20370101 360
16806992 6.620 20370101 360
16807183 6.745 20370101 360
16807251 7.620 20361201 360
16807279 6.870 20370101 360
16807305 6.825 20361101 360
16807349 6.995 20370101 360
16809653 7.370 20370101 360
16809671 6.143 20361201 360
16809829 7.620 20370101 360
16801614 6.865 20361101 360
16801642 6.995 20370101 360
16803512 6.995 20361201 360
16798799 7.370 20370101 360
16801513 6.870 20370101 360
16798268 7.870 20361201 360
16798635 7.870 20370101 360
16798206 6.755 20361201 360
16790918 6.745 20361201 360
16791062 7.370 20370101 360
16789037 7.745 20370101 360
16789086 7.215 20361101 360
16790388 6.870 20361101 360
16790417 6.870 20370101 360
16790616 6.870 20370101 360
16781210 7.370 20370201 360
16781323 7.370 20370201 360
16784784 6.740 20361201 360
16784980 5.995 20361201 360
16786199 6.745 20361101 360
16786228 6.870 20361201 360
16788554 6.995 20370101 360
16788598 7.870 20370101 360
16788647 7.495 20361101 360
16788727 7.495 20370101 360
16777114 6.745 20361201 360
16771982 6.745 20361201 360
16770800 7.245 20370101 360
16774944 6.745 20361201 360
16768047 6.730 20361101 360
16768354 7.495 20361201 360
16729896 6.745 20361101 360
16731785 6.780 20361201 360
16731813 6.870 20361201 360
16731953 6.995 20361101 360
16729579 7.870 20370101 360
16765326 6.268 20361201 360
16721969 6.995 20370101 360
16721971 6.495 20370101 360
16704342 6.268 20361201 360
16681413 6.870 20361101 360
16540307 6.745 20361001 360
17090584 6.495 20370301 360
17090585 7.245 20370401 360
17090586 6.995 20370301 360
17090587 7.120 20370301 360
17090593 6.245 20370301 360
17090597 6.870 20370301 360
17090599 7.120 20370301 360
17090600 6.995 20370401 360
17090602 6.245 20370301 360
17090603 6.620 20370301 360
17090605 7.120 20370301 360
17090606 6.995 20370301 360
17090608 6.495 20370301 360
17090609 7.495 20370301 360
17090610 6.495 20370301 360
17090611 6.745 20370301 360
17090612 6.995 20370301 360
17090614 6.495 20370301 360
17090615 7.620 20370301 360
17090616 6.495 20370301 360
17090617 6.995 20370401 360
17090618 6.995 20370301 360
17090619 6.370 20370401 360
17090621 6.495 20370401 360
17090578 7.620 20370301 360
17090579 7.620 20370301 360
17090580 7.120 20370401 360
17090581 6.870 20370301 360
17090583 6.870 20370301 360
17059647 7.120 20370301 360
17059654 6.995 20370301 360
17059656 7.120 20370301 360
17059657 6.995 20370301 360
17059659 6.995 20370301 360
17059665 6.518 20370301 360
17059670 6.995 20370201 360
17059673 6.870 20370201 360
17059675 6.745 20370201 360
17059677 7.120 20370301 360
17059682 7.120 20370201 360
17059686 6.870 20370301 360
17090569 6.245 20370301 360
17090570 6.495 20370301 360
17090571 6.370 20370301 360
17090573 6.745 20370301 360
17090574 6.495 20370101 360
17015984 6.870 20370201 360
17015985 6.995 20370201 360
17015988 6.620 20370201 360
17015989 6.620 20370201 360
17015970 6.870 20370201 360
17015972 6.870 20370201 360
17015976 6.620 20370201 360
17015980 6.620 20370201 360
17015964 6.870 20370201 360
17015965 6.620 20370201 360
17015968 6.870 20370201 360
17015951 6.745 20370201 360
17015954 6.745 20370201 360
16966663 3.518 20330701 360
16789095 6.245 20370101 360
16789101 6.370 20370101 360
16789117 6.620 20370101 360
16789124 6.495 20370101 360
16789126 6.370 20370101 360
16839342 6.120 20361201 360
16964633 6.143 20361201 360
16964635 6.995 20370101 360
16964917 6.745 20370101 360
16964918 6.870 20370101 360
16964919 6.870 20370101 360
16964921 6.745 20370101 360
16964922 6.995 20370101 360
16964925 6.870 20370101 360
16964929 6.620 20370101 360
16964931 6.620 20370101 360
16964934 6.995 20370101 360
16964936 6.870 20370101 360
16964940 6.745 20370101 360
16964944 6.620 20370101 360
16964947 6.870 20370101 360
16964949 6.620 20370101 360
16964953 6.745 20370101 360
16549174 7.370 20360701 360
16549176 6.495 20360701 360
16549198 6.995 20360701 360
16549228 7.620 20360701 360
16549246 6.120 20360701 360
16549111 6.620 20360701 360
16770431 6.495 20361201 360
16770436 7.120 20361101 360
16770441 6.870 20361201 360
16770442 6.370 20361201 360
16770453 7.120 20361201 360
16770462 6.495 20361201 360
16770478 7.120 20361201 360
16770482 6.745 20361101 360
16685373 6.370 20361101 360
16685378 7.870 20361101 360
16685382 7.370 20361101 360
16685405 6.245 20361001 360
17043285 6.745 20361201 360
17043286 5.018 20361201 360
17043287 5.768 20361201 360
17043288 6.268 20370101 360
17043290 6.643 20370101 360
17043291 5.268 20370101 360
17043297 6.995 20370101 360
17044150 5.995 20361201 360
17044151 5.768 20361101 360
17044152 5.268 20361201 360
17044154 7.120 20361101 360
17044157 6.495 20361201 360
17044158 6.268 20361201 360
17044159 6.268 20361201 360
17044160 5.393 20361201 360
17044164 5.768 20361201 360
17044167 5.620 20361201 360
17044168 5.870 20361201 360
17044169 6.120 20361201 360
17044171 6.120 20361201 360
17044173 5.995 20361201 360
17044175 6.018 20370101 360
17044176 5.893 20361201 360
17044177 6.620 20361201 360
17044179 5.495 20361201 360
17044181 6.870 20361201 360
17044188 6.495 20361201 360
17044190 6.745 20361201 360
17044192 5.995 20361201 360
17044193 7.120 20370101 360
17044194 6.370 20361201 360
17044196 6.620 20361201 360
17044197 7.120 20361201 360
17044198 6.620 20361201 360
17044202 6.370 20370101 360
17044203 8.120 20370101 360
17044204 8.120 20370101 360
17010310 5.745 20350601 360
16042804 6.495 20360201 360
16007584 6.610 20351101 360
16827098 7.545 20360701 360
16808510 6.920 20360801 360
16809118 6.545 20360901 360
16371331 6.245 20360701 360
16639255 6.370 20460901 480
16639353 6.370 20460801 480
16639413 6.495 20460801 480
16635046 5.995 20460901 480
16639384 7.120 20460901 480
16639419 7.495 20461001 480
16019600 5.495 20360101 360
16019608 4.643 20360101 360
16042899 6.768 20360201 360
16066059 7.995 20360101 360
16019401 5.620 20360101 360
16019483 7.120 20351201 360
16019495 7.995 20360101 360
16019534 8.870 20360101 360
16244518 6.995 20360401 360
16007546 6.360 20351101 360
16007547 6.310 20351101 360
16007593 5.490 20351101 360
16007818 8.745 20360101 360
16007856 6.370 20351201 360
16008101 6.960 20351201 360
16008103 7.210 20351201 360
16008136 7.120 20351201 360
16008389 7.518 20360101 360
16008441 6.268 20360101 360
16008456 5.995 20360101 360
16008488 7.495 20360101 360
16008913 7.870 20360201 360
16005546 5.610 20350901 360
16005738 6.995 20350901 360
16005896 7.018 20350901 360
16005986 6.018 20351001 360
16006608 7.120 20360101 360
16006628 6.133 20350901 360
16006956 6.820 20351101 360
16006963 7.295 20351101 360
16006967 6.733 20351201 360
16007143 5.643 20351201 360
16007219 5.768 20351101 360
16007306 5.840 20351101 360
16007353 5.810 20351001 360
16007421 5.120 20351001 360
16626226 6.723 20310701 300
16146829 6.870 20350801 360
16146845 6.870 20351101 360
16846473 6.245 20361201 360
16068545 6.370 20360301 360
16068583 5.370 20360301 360
16549131 7.995 20360701 360
16146841 6.870 20350801 360
16802019 5.893 20361101 360
16802024 4.893 20361101 360
16840735 6.245 20370101 360
16840990 5.870 20361201 360
16840992 5.870 20361201 360
16841050 5.870 20361201 360
16846458 6.495 20361201 360
16846467 6.245 20361201 360
16846616 6.495 20361101 360
16846652 6.245 20361201 360
16846662 6.370 20361201 360
16846669 6.620 20361201 360
16846689 6.995 20361201 360
16846742 6.370 20361201 360
16846772 5.245 20361201 360
16846856 6.245 20361201 360
16649313 7.370 20360701 360
LOAN_SEQ STATED_REM_TERM ORIGINAL_BALANCE FIRST_PAY_DATE PAYMENT
___________________________________________________________________________________________________________________________________________________________
16973804 358 338000.00 20070301 2253.33
16803579 356 440000.00 20070101 2520.83
16778519 355 503000.00 20061201 2986.32
16807148 357 270400.00 20070201 1605.50
16859442 358 284000.00 20070301 1775.00
16962964 358 408000.00 20070301 2805.00
16847865 357 164000.00 20070201 1132.71
16974000 358 189700.00 20070301 1165.86
17055524 359 256000.00 20070401 1440.00
17027903 359 445500.00 20070401 3573.28
17055527 359 384000.00 20070401 2280.00
16819700 357 214225.00 20070201 1628.26
16963152 358 269850.00 20070301 1799.00
17055529 359 332800.00 20070401 1872.00
16835746 357 242668.00 20070201 1794.73
16835747 356 650000.00 20070101 3723.96
16709794 356 244000.00 20070101 1702.92
17022103 359 448000.00 20070401 3033.33
17003238 358 148000.00 20070301 924.81
17055532 358 272000.00 20070301 1671.67
17042597 359 540000.00 20070401 3600.00
16979197 358 277875.00 20070301 1937.17
17034584 359 244200.00 20070401 1678.88
16844524 356 417000.00 20070101 2389.06
16672567 354 286400.00 20061101 1611.00
17000430 356 224000.00 20070101 1330.00
17034594 358 442800.00 20070301 2306.25
16832951 357 304000.00 20070201 1868.33
16853287 358 506250.00 20070301 3322.27
17000441 358 243200.00 20070301 1697.33
16770986 354 496000.00 20061101 2893.33
16801716 356 165592.00 20070101 1000.45
17013608 358 196000.00 20070301 1184.17
16840316 358 453033.00 20070301 2689.88
16965510 358 117000.00 20070301 889.69
17078217 359 230550.00 20070401 1440.94
16859160 358 260000.00 20070301 1679.17
17128684 358 476000.00 20070301 3222.92
17055786 359 167600.00 20070401 1134.79
16981557 358 247200.00 20070301 1857.13
17113404 359 202500.00 20070401 1392.19
16840321 357 202762.00 20070201 1002.50
17113409 358 584000.00 20070301 3163.33
17078220 359 298400.00 20070401 2051.50
16840328 357 332910.00 20070201 2184.72
17078229 359 232000.00 20070401 1522.50
16859171 357 417000.00 20070201 2432.50
16985126 359 84000.00 20070401 568.75
16859177 357 100000.00 20070201 656.93
16847599 357 124000.00 20070201 775.00
17113411 359 224000.00 20070401 1423.33
17033226 358 200532.00 20070301 1127.99
17033228 357 397304.00 20070201 2152.06
16778097 356 339000.00 20070101 2330.63
16803643 356 400000.00 20070101 2245.76
16845817 356 550000.00 20070101 3151.04
17130520 359 399200.00 20070401 2370.25
16803367 356 200000.00 20070101 1104.17
16710005 355 239900.00 20061201 1596.06
16640581 354 114400.00 20061101 795.44
16605477 354 465537.00 20061101 1794.26
16706969 355 920000.00 20061201 5462.50
17033422 358 97600.00 20070301 579.50
16970648 359 180000.00 20070401 1283.31
16981345 358 160000.00 20070301 1033.33
17003217 358 184000.00 20070301 1169.17
17013825 359 276000.00 20070401 1581.25
17016323 357 658500.00 20070201 3429.69
17021158 358 256500.00 20070301 1495.38
17013650 359 263317.00 20070401 1892.59
17033174 359 60000.00 20070401 435.04
17033294 358 304320.00 20070301 1838.60
17033429 359 160690.00 20070401 937.36
17034438 359 239640.00 20070401 1323.01
17042468 358 170700.00 20070301 1120.22
16809579 358 207200.00 20070301 1466.55
16849548 357 76000.00 20070201 514.58
16776281 356 650000.00 20070101 3791.67
16314724 351 138400.00 20060801 1039.75
16540158 352 95641.00 20060901 718.52
16422796 352 147750.00 20060901 1046.56
17058812 360 396000.00 20070501 3093.75
17058892 360 136000.00 20070501 927.76
17058903 360 256000.00 20070501 1653.34
17058910 360 225150.00 20070501 1823.86
17058934 360 245655.00 20070501 1612.12
17058973 360 451920.00 20070501 2542.05
17059002 360 432000.00 20070501 2970.00
17060297 360 404000.00 20070501 2146.25
17060329 360 460800.00 20070501 2928.00
17060336 360 372000.00 20070501 2712.50
17060269 360 244000.00 20070501 1833.10
17054990 360 174800.00 20070501 1747.72
17054995 360 256000.00 20070501 1600.00
17055001 360 492000.00 20070501 3177.50
17055019 359 228000.00 20070401 1516.89
17055042 360 312000.00 20070501 1982.50
17055073 360 414200.00 20070501 2200.44
17054904 360 799996.00 20070501 5999.97
17055151 360 397000.00 20070501 2274.48
17055188 360 75920.00 20070501 490.32
17055196 360 381948.00 20070501 2228.03
17057066 360 110400.00 20070501 678.50
17057011 360 196000.00 20070501 1102.50
17051539 360 402107.00 20070501 2136.20
17051615 359 301600.00 20070401 1602.25
17051542 360 160400.00 20070501 952.38
17051502 359 115875.00 20070401 849.47
17051652 360 420000.00 20070501 2712.50
17051711 359 193600.00 20070401 1210.00
17051554 359 760000.00 20070401 4750.00
17051728 359 227200.00 20070401 1372.67
17051527 360 562500.00 20070501 4042.97
17052744 360 220000.00 20070501 1420.84
17052819 359 292000.00 20070401 1672.92
17052828 359 300000.00 20070401 1750.00
17052752 360 288644.00 20070501 1653.69
17052876 360 280000.00 20070501 2070.84
17052719 360 134805.00 20070501 1072.57
17052910 360 583500.00 20070501 4497.82
17052919 360 376372.00 20070501 2195.51
17052928 360 185600.00 20070501 1102.00
17054944 360 560000.00 20070501 3429.29
17043539 359 507200.00 20070401 3081.81
17043543 360 312000.00 20070501 2181.55
17047741 360 289600.00 20070501 1810.00
17047751 360 218400.00 20070501 1410.50
17047191 360 148000.00 20070501 1124.91
17047782 360 487000.00 20070501 3956.88
17047196 360 181300.00 20070501 1189.78
17047833 359 240000.00 20070401 1698.71
17047899 360 616000.00 20070501 3721.67
17051576 359 180000.00 20070401 1181.25
17043438 360 382500.00 20070501 2669.54
17043319 360 737600.00 20070501 5685.67
17043512 360 143920.00 20070501 981.79
17043523 359 208400.00 20070401 1215.67
17032737 360 434850.00 20070501 2581.93
17032621 360 496800.00 20070501 3156.75
17032818 359 247500.00 20070401 1466.38
17034235 359 375200.00 20070401 2384.09
17034292 359 216000.00 20070401 1710.00
17034303 360 139192.00 20070501 797.46
17034324 360 457162.00 20070501 2904.89
17034344 360 288000.00 20070501 1980.00
17034363 360 396000.00 20070501 2310.00
17034193 360 1382250.00 20070501 8783.05
17042827 359 480000.00 20070401 3100.00
17020914 359 50000.00 20070401 416.67
17021010 359 202400.00 20070401 1243.92
17021717 359 212000.00 20070401 1369.17
17021773 360 348300.00 20070501 2612.25
17021812 359 208000.00 20070401 1366.42
17021868 360 352000.00 20070501 2236.67
17021878 360 171200.00 20070501 1087.84
17027399 360 220000.00 20070501 1375.00
17027164 359 176800.00 20070401 1212.76
17027431 359 769000.00 20070401 4405.73
17027483 359 540000.00 20070401 3037.50
17013170 359 231980.00 20070401 1678.61
17013299 360 122400.00 20070501 803.25
17013208 359 268000.00 20070401 1675.00
17013337 359 296000.00 20070401 1975.29
17013345 360 157500.00 20070501 1211.04
17013350 359 160000.00 20070401 1066.67
17013353 359 400000.00 20070401 2762.71
17013190 359 180000.00 20070401 1416.06
17014440 359 396000.00 20070401 2310.00
17014602 359 299273.35 20070401 2306.90
17014611 359 511200.00 20070401 3088.50
17016094 359 289600.00 20070401 1689.33
17016043 359 115600.00 20070401 798.43
17016112 360 166250.00 20070501 1281.52
17016116 359 221000.00 20070401 1312.19
17016149 359 417000.00 20070401 2302.69
17016156 359 417000.00 20070401 2649.69
17016211 359 144900.00 20070401 1038.09
17016064 360 154000.00 20070501 850.21
17008815 359 147120.00 20070401 919.50
17008781 359 332000.00 20070401 2005.84
17008859 359 214800.00 20070401 1409.63
17010819 358 272000.00 20070301 1586.67
17010821 359 265600.00 20070401 1632.33
17010876 359 454000.00 20070401 2695.63
17010910 360 210131.00 20070501 1072.55
17010936 359 871000.00 20070401 4808.65
17012387 359 186390.00 20070401 1320.26
17012428 359 975000.00 20070401 6398.44
17012441 359 573750.00 20070401 4064.07
16997863 359 228750.00 20070401 1334.38
16997918 359 292773.00 20070401 2317.79
17001422 359 344250.00 20070401 2496.06
17001599 359 311829.00 20070401 1819.00
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16985207 358 400000.00 20070301 2750.00
16985230 358 150000.00 20070301 875.00
16990161 359 40500.00 20070401 282.66
16990290 359 220800.00 20070401 1472.00
16991451 358 244000.00 20070301 1599.49
16991471 357 225256.00 20070201 1360.92
16991620 359 218232.00 20070401 1523.08
16991624 358 307200.00 20070301 2112.00
16991630 358 385000.00 20070301 2791.52
16994939 359 2000000.00 20070401 12708.33
16994953 356 214350.00 20070101 1406.67
16995112 356 284000.00 20070101 1713.68
16995217 358 207000.00 20070301 1377.18
16995366 358 287920.00 20070301 1709.53
17000210 358 338400.00 20070301 2326.50
17000416 357 204792.00 20070201 1343.95
17002334 358 57600.00 20070301 390.00
17003261 355 252000.00 20061201 1496.25
17011196 359 232827.00 20070401 1333.90
17011225 358 311760.00 20070301 1851.08
17011286 355 600000.00 20061201 3937.50
17012666 358 417000.00 20070301 3169.50
17012860 358 880000.00 20070301 5316.67
17012920 358 316000.00 20070301 2263.87
17012983 358 256950.00 20070301 1498.87
17013485 358 659800.00 20070301 4055.02
17013489 358 454400.00 20070301 3171.33
17013563 358 280000.00 20070301 1662.50
17013594 358 233297.00 20070301 1531.01
17013853 358 239200.00 20070301 1693.04
17014963 359 1520000.00 20070401 9500.00
17014998 359 328643.00 20070401 2190.95
17015159 357 417000.00 20070201 2606.25
17016288 359 336000.00 20070401 2310.00
17016527 359 592000.00 20070401 3700.00
17021066 359 223687.00 20070401 1398.04
17021139 359 196000.00 20070401 1367.92
17021160 358 305000.00 20070301 1969.79
17021294 358 402000.00 20070301 2973.12
17021943 358 356000.00 20070301 2039.58
17022181 358 561600.00 20070301 3685.50
17022185 358 402350.00 20070301 2724.24
17022264 359 452550.00 20070401 3158.42
17027584 359 248000.00 20070401 1601.67
17027708 359 348750.00 20070401 2325.00
17033177 359 147000.00 20070401 949.37
17033250 359 208000.00 20070401 1430.00
17033283 358 274872.00 20070301 1889.75
17033364 359 402000.00 20070401 2470.62
17034538 359 200000.00 20070401 1313.86
17034659 358 220000.00 20070301 1237.50
17034761 359 132000.00 20070401 921.25
17034793 359 47700.00 20070401 401.09
17042406 359 417000.00 20070401 2693.12
17042414 359 297600.00 20070401 2046.00
17042459 358 248450.00 20070301 1604.57
17042563 359 173520.00 20070401 1012.20
17042719 359 101250.00 20070401 696.09
17042815 359 213600.00 20070401 1246.00
17043826 359 196600.00 20070401 1372.10
17043837 358 484000.00 20070301 2571.25
17043872 358 123590.00 20070301 669.45
17044015 359 87300.00 20070401 672.94
17044124 359 240388.00 20070401 1502.43
16965132 359 102000.00 20070401 885.72
16965320 358 304000.00 20070301 2026.67
16965330 358 260800.00 20070301 1765.83
16965368 358 161250.00 20070301 1024.61
16965438 358 141000.00 20070301 851.87
16965545 358 360000.00 20070301 2475.00
16968357 358 392000.00 20070301 2531.67
16968686 356 348000.00 20070101 2102.50
16968696 358 207200.00 20070301 1424.50
16970477 355 388000.00 20061201 2505.83
16970485 358 67500.00 20070301 495.29
16970618 358 345000.00 20070301 2228.12
16970847 358 144528.00 20070301 963.52
16970959 358 59500.00 20070301 436.59
16973767 358 138942.00 20070301 926.16
16973794 358 300000.00 20070301 1906.25
16973806 357 296000.00 20070201 1973.27
16973902 357 372000.00 20070201 2363.75
16973956 359 211500.00 20070401 1365.94
16974227 358 372000.00 20070301 2286.25
16974340 358 346550.00 20070301 2021.54
16974401 358 56250.00 20070301 407.85
16974465 358 60675.00 20070301 439.94
16974475 358 123750.00 20070301 929.69
16978685 358 390000.00 20070301 2356.25
16978750 358 204000.00 20070301 1514.69
16978908 358 331200.00 20070301 2208.00
16979114 358 148000.00 20070301 863.33
16979176 358 397334.00 20070301 2359.17
16979205 358 249420.00 20070301 1454.95
16979227 359 186000.00 20070401 1046.25
16979292 358 220000.00 20070301 1352.08
16979306 358 344000.00 20070301 2293.33
16980491 358 138750.00 20070301 939.45
16980687 357 306400.00 20070201 1883.08
16980761 358 144390.00 20070301 1007.72
16980789 358 156000.00 20070301 991.25
16981014 357 240000.00 20070201 1475.00
16981029 358 227956.00 20070301 1424.73
16981342 358 180000.00 20070301 1012.50
16981482 358 116250.00 20070301 822.82
16840011 358 229000.00 20070301 1407.40
16840148 357 756800.00 20070201 4414.67
16840186 359 170910.00 20070401 1157.20
16840278 357 160000.00 20070201 1105.08
16844295 357 100000.00 20070201 614.58
16844314 357 77784.00 20070201 510.46
16844721 357 286400.00 20070201 1939.17
16845594 357 78000.00 20070201 479.37
16845707 357 106400.00 20070201 799.35
16845774 357 91875.00 20070201 690.23
16845892 357 232500.00 20070201 1477.34
16846190 357 328000.00 20070201 1774.87
16847604 357 332000.00 20070201 2178.75
16847609 357 239900.00 20070201 1449.40
16847704 357 188167.00 20070201 1332.68
16847868 357 384000.00 20070201 2491.59
16847991 358 304800.00 20070301 2063.75
16848012 359 173400.00 20070401 1302.70
16848063 358 1237500.00 20070301 7734.38
16849031 357 408000.00 20070201 2677.50
16849236 358 86080.00 20070301 631.62
16849286 357 560000.00 20070201 3383.33
16849313 358 93750.00 20070301 644.53
16832780 355 126400.00 20061201 961.17
16835345 357 264000.00 20070201 1937.14
16835361 355 188119.00 20061201 1175.74
16835401 357 108000.00 20070201 731.25
16835481 356 189600.00 20070101 1145.50
16835613 358 504000.00 20070301 3045.00
16835738 358 147000.00 20070301 949.37
16835824 357 326399.00 20070201 2107.99
16835870 358 156576.00 20070301 1027.53
16838873 357 162400.00 20070201 1107.85
16839137 357 216400.00 20070201 1307.42
16839188 357 469500.00 20070201 2738.75
16839852 357 285600.00 20070201 2023.00
16819373 356 408000.00 20070101 2380.00
16819397 356 177045.00 20070101 1124.97
16819425 357 277069.00 20070201 1327.62
16819553 357 126400.00 20070201 855.83
16819641 357 109592.00 20070201 729.12
16823742 357 509400.00 20070201 2069.44
16823893 358 650000.00 20070301 4333.33
16823980 356 1203300.00 20070101 7144.59
16824026 357 176000.00 20070201 1230.62
16824159 358 148000.00 20070301 984.65
16826804 352 94800.00 20060901 646.70
16826805 357 759200.00 20070201 4824.08
16826849 356 308000.00 20070101 2233.21
16826908 357 260650.00 20070201 1737.67
16814187 357 264000.00 20070201 1705.00
16819212 357 115216.00 20070201 780.11
16819278 358 191200.00 20070301 1175.08
16819279 357 516000.00 20070201 2902.50
16806809 359 600428.00 20070401 3627.59
16806829 357 1000000.00 20070201 6354.17
16806954 357 239900.00 20070201 1574.34
16806992 357 256000.00 20070201 1703.17
16807183 357 254568.00 20070201 1511.50
16807251 356 138000.00 20070101 920.00
16807279 357 832000.00 20070201 5026.67
16807305 355 63000.00 20061201 456.79
16807349 357 649000.00 20070201 3988.65
16809653 357 180000.00 20070201 1162.50
16809671 356 460000.00 20070101 2681.58
16809829 357 412000.00 20070201 2746.67
16801614 355 215000.00 20061201 1455.47
16801642 357 244500.00 20070201 1502.66
16803512 356 187500.00 20070101 1152.34
16798799 357 1125000.00 20070201 7265.62
16801513 357 59600.00 20070201 360.08
16798268 356 199200.00 20070101 1369.50
16798635 357 256000.00 20070201 1759.40
16798206 356 237600.00 20070101 1722.76
16790918 356 51088.00 20070101 303.34
16791062 357 75000.00 20070201 537.31
16789037 357 1050000.00 20070201 7109.37
16789086 355 415731.00 20061201 2953.42
16790388 355 196000.00 20061201 1184.17
16790417 357 230512.00 20070201 1392.68
16790616 357 186020.00 20070201 1123.87
16781210 358 331200.00 20070301 2139.00
16781323 358 285000.00 20070301 1840.62
16784784 356 109540.00 20070101 707.45
16784980 356 442650.00 20070101 2351.58
16786199 355 177217.00 20061201 1193.95
16786228 356 328000.00 20070101 1981.65
16788554 357 526400.00 20070201 3235.17
16788598 357 64000.00 20070201 439.72
16788647 355 110400.00 20061201 724.50
16788727 357 116250.00 20070201 762.89
16777114 356 528000.00 20070101 3135.00
16771982 356 54400.00 20070101 366.50
16770800 357 156000.00 20070201 991.25
16774944 356 304000.00 20070101 1805.00
16768047 355 309950.00 20061201 2066.33
16768354 356 273200.00 20070101 1792.88
16729896 355 61800.00 20061201 416.36
16731785 356 149500.00 20070101 1096.98
16731813 356 340000.00 20070101 2054.17
16731953 355 177000.00 20061201 1087.81
16729579 357 59400.00 20070201 408.38
16765326 356 650000.00 20070101 3859.37
16721969 357 1162500.00 20070201 8029.10
16721971 357 875000.00 20070201 5013.02
16704342 356 655000.00 20070101 3889.06
16681413 355 398250.00 20061201 2406.09
16540307 354 354826.00 20061101 2106.78
17090584 359 122000.00 20070401 791.28
17090585 360 150000.00 20070501 769.14
17090586 359 172000.00 20070401 1039.17
17090587 359 188000.00 20070401 1298.46
17090593 359 86400.00 20070401 546.10
17090597 359 112000.00 20070401 665.00
17090599 359 132000.00 20070401 811.25
17090600 360 93600.00 20070501 638.51
17090602 359 196000.00 20070401 1238.85
17090603 359 502000.00 20070401 2876.04
17090605 359 190000.00 20070401 1312.28
17090606 359 480000.00 20070401 3274.44
17090608 359 248000.00 20070401 1395.00
17090609 359 616000.00 20070401 3978.33
17090610 359 182400.00 20070401 1026.00
17090611 359 212000.00 20070401 1236.67
17090612 359 440800.00 20070401 2663.17
17090614 359 105600.00 20070401 594.00
17090615 359 864000.00 20070401 5670.00
17090616 359 128000.00 20070401 720.00
17090617 360 189200.00 20070501 1143.08
17090618 359 292000.00 20070401 1764.17
17090619 360 224000.00 20070501 1236.67
17090621 360 240000.00 20070501 1350.00
17090578 359 100000.00 20070401 725.06
17090579 359 112000.00 20070401 812.07
17090580 360 272000.00 20070501 1671.67
17090581 359 180000.00 20070401 1212.69
17090583 359 213600.00 20070401 1439.06
17059647 359 320000.00 20070401 1966.67
17059654 359 218000.00 20070401 1317.08
17059656 359 136000.00 20070401 835.83
17059657 359 207200.00 20070401 1413.46
17059659 359 191200.00 20070401 1155.17
17059665 359 420000.00 20070401 2865.14
17059670 358 188000.00 20070301 1282.49
17059673 358 227920.00 20070301 1353.28
17059675 358 138000.00 20070301 805.00
17059677 359 188000.00 20070401 1298.46
17059682 358 368000.00 20070301 2261.67
17059686 359 254000.00 20070401 1508.13
17090569 359 161984.00 20070401 1023.84
17090570 359 170000.00 20070401 956.25
17090571 359 165600.00 20070401 1060.35
17090573 359 117600.00 20070401 782.39
17090574 357 198500.00 20070201 1116.56
17015984 358 248000.00 20070301 1472.50
17015985 358 264000.00 20070301 1595.00
17015988 358 295748.00 20070301 1942.85
17015989 358 99200.00 20070301 567.67
17015970 358 340000.00 20070301 2018.75
17015972 358 584000.00 20070301 3467.50
17015976 358 156000.00 20070301 893.62
17015980 358 153600.00 20070301 880.00
17015964 358 176000.00 20070301 1185.74
17015965 358 120000.00 20070301 687.50
17015968 358 146400.00 20070301 986.32
17015951 358 126185.00 20070301 839.51
17015954 358 240000.00 20070301 1400.00
16966663 315 567035.00 20030801 2789.47
16789095 357 307689.00 20070201 1944.80
16789101 357 115600.00 20070201 638.21
16789117 357 369600.00 20070201 2117.50
16789124 357 209600.00 20070201 1359.46
16789126 357 260800.00 20070201 1439.83
16839342 356 340660.00 20070101 2125.27
16964633 356 720000.00 20070101 4729.88
16964635 357 271760.00 20070201 1641.88
16964917 357 225000.00 20070201 1496.93
16964918 357 720000.00 20070201 4275.00
16964919 357 214320.00 20070201 1443.91
16964921 357 174000.00 20070201 1157.62
16964922 357 100000.00 20070201 682.18
16964925 357 365600.00 20070201 2170.74
16964929 357 88000.00 20070201 578.10
16964931 357 72000.00 20070201 472.98
16964934 357 238400.00 20070201 1440.33
16964936 357 200000.00 20070201 1187.50
16964940 357 164000.00 20070201 1091.09
16964944 357 428000.00 20070201 2451.28
16964947 357 192000.00 20070201 1140.00
16964949 357 203200.00 20070201 1164.15
16964953 357 88000.00 20070201 513.21
16549174 351 166500.00 20060801 1178.48
16549176 351 127440.00 20060801 826.58
16549198 351 204750.00 20060801 1396.76
16549228 351 83900.00 20060801 550.59
16549246 351 120250.00 20060801 638.83
16549111 351 101565.00 20060801 581.88
16770431 356 207920.00 20070101 1348.56
16770436 355 218400.00 20061201 1342.20
16770441 356 216000.00 20070101 1282.50
16770442 356 116000.00 20070101 742.76
16770453 356 214400.00 20070101 1317.67
16770462 356 168000.00 20070101 945.00
16770478 356 256405.00 20070101 1575.82
16770482 355 207955.00 20061201 1383.52
16685373 355 172800.00 20061201 1106.45
16685378 355 105120.00 20061201 711.28
16685382 355 204800.00 20061201 1301.33
16685405 354 272400.00 20061101 1475.50
17043285 356 468000.00 20070101 2778.75
17043286 356 416000.00 20070101 2460.80
17043287 356 210000.00 20070101 1344.65
17043288 357 98650.00 20070201 585.73
17043290 357 157500.00 20070201 984.38
17043291 357 149250.00 20070201 906.86
17043297 357 143920.00 20070201 994.02
17044150 356 103500.00 20070101 549.84
17044151 355 308000.00 20061201 1700.42
17044152 356 301500.00 20070101 1538.91
17044154 355 147274.00 20061201 920.46
17044157 356 407200.00 20070101 2332.92
17044158 356 187200.00 20070101 1261.20
17044159 356 314000.00 20070101 1864.38
17044160 356 182703.00 20070101 951.06
17044164 356 126400.00 20070101 697.83
17044167 356 119200.00 20070101 596.00
17044168 356 220000.00 20070101 1145.83
17044169 356 564000.00 20070101 3054.46
17044171 356 100000.00 20070101 540.62
17044173 356 238900.00 20070101 1269.16
17044175 357 324000.00 20070201 1856.25
17044176 356 228000.00 20070101 1282.50
17044177 356 228000.00 20070101 1330.00
17044179 356 322000.00 20070101 1576.46
17044181 356 167250.00 20070101 1140.94
17044188 356 352000.00 20070101 2016.67
17044190 356 168000.00 20070101 997.50
17044192 356 247920.00 20070101 1317.08
17044193 357 324000.00 20070201 2025.00
17044194 356 440000.00 20070101 2475.00
17044196 356 60900.00 20070101 355.25
17044197 356 241600.00 20070101 1509.74
17044198 356 144000.00 20070101 840.00
17044202 357 220000.00 20070201 1426.92
17044203 357 215950.00 20070201 1529.65
17044204 357 219150.00 20070201 1552.31
17010310 338 146236.00 20050701 731.18
16042804 346 916300.00 20060301 5248.13
16007584 343 270400.00 20051201 1568.71
16827098 351 510000.00 20060801 3293.75
16808510 352 1226500.00 20060901 7282.24
16809118 353 534310.00 20061001 3005.49
16371331 351 520000.00 20060801 2816.67
16639255 473 421500.00 20061001 2505.33
16639353 472 650000.00 20060901 3863.50
16639413 472 892000.00 20060901 5012.95
16635046 473 423000.00 20061001 2401.54
16639384 473 103992.00 20061001 639.12
16639419 474 564000.00 20061101 3816.14
16019600 345 188000.00 20060201 919.97
16019608 345 332000.00 20060201 1520.84
16042899 346 573750.00 20060301 3645.70
16066059 345 196720.00 20060201 1372.94
16019401 345 132930.00 20060201 664.65
16019483 344 150500.00 20060101 940.63
16019495 345 148400.00 20060201 1020.25
16019534 345 193000.00 20060201 1486.39
16244518 348 417000.00 20060501 2562.81
16007546 343 172800.00 20051201 969.86
16007547 343 135680.00 20051201 751.31
16007593 343 163800.00 20051201 1056.51
16007818 345 524000.00 20060201 3984.58
16007856 344 845000.00 20060101 4753.13
16008101 344 316000.00 20060101 1931.67
16008103 344 188000.00 20060101 1189.10
16008136 344 240000.00 20060101 1500.00
16008389 345 300000.00 20060201 2093.75
16008441 345 434250.00 20060201 2578.36
16008456 345 254000.00 20060201 1349.38
16008488 345 231000.00 20060201 1480.50
16008913 346 248150.00 20060301 1706.03
16005546 341 209950.00 20051001 1047.74
16005738 341 400000.00 20051001 2458.18
16005896 341 184000.00 20051001 1334.13
16005986 342 626500.00 20051101 3589.32
16006608 345 213750.00 20060201 1313.61
16006628 341 238000.00 20051001 1381.42
16006956 343 200000.00 20051201 1199.64
16006963 343 144800.00 20051201 1029.88
16006967 344 156000.00 20060101 986.38
16007143 344 148000.00 20060101 935.46
16007219 343 263500.00 20051201 1454.74
16007306 343 280000.00 20051201 1451.33
16007353 342 184000.00 20051101 949.13
16007421 342 112000.00 20051101 513.33
16626226 291 487000.00 20060801 3094.22
16146829 340 142500.00 20050901 972.10
16146845 343 55100.00 20051201 375.88
16846473 356 104000.00 20070101 563.33
16068545 347 610000.00 20060401 3956.45
16068583 347 327500.00 20060401 1911.21
16549131 351 125910.00 20060801 945.92
16146841 340 284400.00 20050901 1718.14
16802019 355 500000.00 20061201 2812.50
16802024 355 544000.00 20061201 2606.67
16840735 357 289120.00 20070201 1566.07
16840990 356 127120.00 20070101 772.40
16840992 356 127120.00 20070101 772.40
16841050 356 127120.00 20070101 772.40
16846458 356 158555.00 20070101 891.37
16846467 356 632000.00 20070101 3421.84
16846616 355 317693.00 20061201 2060.56
16846652 356 1470000.00 20070101 9291.41
16846662 356 238984.00 20070101 1319.39
16846669 356 216000.00 20070101 1418.97
16846689 356 600000.00 20070101 3625.00
16846742 356 531000.00 20070101 2931.56
16846772 356 287920.00 20070101 1319.63
16846856 356 445000.00 20070101 2812.71
16649313 351 288000.00 20060801 1860.00
LOAN_SEQ CURRENT_BALANCE LOAN_TO_VALUE MI MERS_ID1
_____________________________________________________________________________________________________________________________________________________________
16973804 338000.00 80.00 No MI '100212504000391220
16803579 440000.00 80.00 No MI '100022408294760241
16778519 502959.45 57.16 No MI '100390930401316942
16807148 270400.00 80.00 No MI '100196368001139081
16859442 284000.00 80.00 No MI '100204100000845032
16962964 408000.00 80.00 No MI '100099230612080047
16847865 163623.32 80.00 No MI '100022100181333303
16974000 189700.00 70.00 No MI '100031432006122192
17055524 256000.00 80.00 No MI '100022408298838274
17027903 445500.00 90.00 PMI '100031700003641830
17055527 384000.00 80.00 No MI '100022408298924603
16819700 213722.76 95.00 Republic MIC '100031700003572183
16963152 269850.00 75.00 No MI '100212504000394141
17055529 332800.00 80.00 No MI '100022408299048675
16835746 242668.00 95.00 Republic MIC '100031700003558182
16835747 650000.00 69.89 Republic MIC '100022408295076639
16709794 244000.00 80.00 No MI '100418200200608784
17022103 448000.00 80.00 No MI '100099230701230008
17003238 147969.06 80.00 No MI '100234400000176931
17055532 272000.00 80.00 No MI '100022408299082690
17042597 540000.00 80.00 No MI '100242400000165587
16979197 277565.18 95.00 Republic MIC '100028510001270697
17034584 244200.00 79.54 No MI '100418207020000605
16844524 417000.00 69.50 No MI '100390930401856251
16672567 286400.00 80.00 No MI '100022407999029779
17000430 224000.00 80.00 No MI '100190821061095946
17034594 442800.00 60.00 No MI '100015902148298084
16832951 304000.00 80.00 No MI '100212504000365976
16853287 506250.00 75.00 No MI '100050400760031640
17000441 243200.00 80.00 No MI '100242400000155067
16770986 496000.00 80.00 Republic MIC '100075900286003826
16801716 165592.00 80.00 No MI '100016910004120564
17013608 196000.00 70.00 No MI '100046900000648522
16840316 453033.00 80.00 Republic MIC '100057400003146117
16965510 117000.00 90.00 PMI '100028510001273873
17078217 230550.00 79.98 No MI '100031458007020820
16859160 260000.00 80.00 No MI '100031700003600919
17128684 476000.00 70.00 Republic MIC '100070460701090002
17055786 167600.00 80.00 No MI
16981557 246883.66 80.00 No MI '100046900000643580
17113404 202500.00 75.00 No MI '100031458007021455
16840321 152762.00 75.00 No MI '100057400003130111
17113409 584000.00 80.00 No MI '100015904000429260
17078220 298399.58 80.00 No MI '100031458007020952
16840328 332910.00 90.00 GE Capital MI '100057400003086685
17078229 232000.00 80.00 No MI '100031458007021752
16859171 417000.00 79.43 No MI '100022408294908840
16985126 84000.00 80.00 No MI '100212504000400237
16859177 99746.52 54.08 No MI '100022408295860917
16847599 124000.00 80.00 No MI '100289400000063547
17113411 224000.00 80.00 No MI '100031458007021547
17033226 200532.00 80.00 No MI '100015901129242228
17033228 397304.00 79.95 No MI '100015904000266878
16778097 339000.00 100.00 PMI '100386100002524239
16803643 399245.77 62.50 No MI '100022408294969636
16845817 550000.00 79.37 Republic MIC '100022408295301771
17130520 399200.00 80.00 No MI '100022408299808490
16803367 200000.00 80.00 No MI '100022408293619018
16710005 238905.26 79.70 No MI '100031700003519812
16640581 114200.06 80.00 No MI '100386100002394567
16605477 466700.84 80.00 Republic MIC '100386100002368066
16706969 920000.00 80.00 No MI '100073500011877247
17033422 97600.00 80.00 No MI '100022408298253557
16970648 178546.80 100.00 PMI '100199300007422499
16981345 160000.00 80.00 No MI '100031700003614365
17003217 184000.00 80.00 No MI
17013825 276000.00 80.00 No MI '100385700009180975
17016323 658500.00 79.53 Republic MIC '100016900061551132
17021158 256350.75 90.00 GE Capital MI '100083300000016875
17013650 263317.00 100.00 PMI '100188601000151842
17033174 59958.71 75.00 No MI '100031432006122457
17033294 304320.00 80.00 No MI '100016910004322764
17033429 160690.00 80.00 No MI '100188601000151271
17034438 239640.00 80.00 No MI '100188601000155827
17042468 170700.00 69.99 No MI '100183300000374570
16809579 206899.11 80.00 No MI '100212504000383722
16849548 76000.00 80.00 No MI '100031700003597404
16776281 650000.00 72.22 No MI '100022100174990135
16314724 137583.55 80.00 No MI '100265600005075820
16540158 95141.20 70.00 No MI '100265600005093278
16422796 147750.00 75.00 No MI '100030200010123683
17058812 396000.00 80.00 No MI '100386100002701712
17058892 136000.00 80.00 No MI '100386100002703023
17058903 256000.00 80.00 No MI '100386100002703171
17058910 225150.00 95.00 Republic MIC '100386100002703262
17058934 245655.00 75.00 No MI '100386100002703593
17058973 451920.00 80.00 Republic MIC '100386100002704161
17059002 432000.00 80.00 No MI '100386100002704617
17060297 404000.00 80.00 No MI '100386100002704807
17060329 460800.00 80.00 No MI '100386100002705127
17060336 372000.00 80.00 No MI '100386100002705192
17060269 244000.00 80.00 No MI '100386100002705341
17054990 174800.00 95.00 PMI '100386100002695153
17054995 256000.00 80.00 No MI '100386100002695203
17055001 492000.00 78.72 Republic MIC '100386100002695286
17055019 227813.11 80.00 No MI '100386100002695583
17055042 312000.00 80.00 No MI '100386100002695914
17055073 414200.00 95.00 Radian Guaranty '100386100002696334
17054904 799996.00 80.00 No MI '100520100000102894
17055151 397000.00 74.91 No MI '100386100002697480
17055188 75920.00 80.00 No MI '100386100002697936
17055196 381948.00 80.00 No MI '100386100002698066
17057066 110400.00 80.00 No MI '100386100002698868
17057011 196000.00 80.00 No MI '100386100002699122
17051539 402107.00 73.44 No MI '100386100002688828
17051615 301600.00 80.00 No MI '100386100002688935
17051542 160400.00 78.24 No MI '100386100002689008
17051502 115846.31 90.00 PMI
17051652 420000.00 80.00 No MI '100386100002689420
17051711 193600.00 80.00 No MI '100386100002690220
17051554 760000.00 79.83 No MI '100386100002690394
17051728 227200.00 80.00 No MI '100386100002690493
17051527 562500.00 75.00 Republic MIC '100410900007020202
17052744 220000.00 77.19 No MI '100386100002691673
17052819 292000.00 80.00 No MI '100386100002692127
17052828 300000.00 80.00 No MI '100386100002692226
17052752 288644.00 74.01 No MI '100386100002692770
17052876 280000.00 80.00 No MI '100386100002692861
17052719 134805.00 95.00 Republic MIC '100022100176538098
17052910 583500.00 100.00 PMI '100386100002693265
17052919 376372.00 80.00 No MI '100386100002693372
17052928 185600.00 80.00 No MI '100386100002693463
17054944 560000.00 80.00 No MI '100386100002694503
17043539 506707.02 80.00 No MI '100386100002685469
17043543 312000.00 80.00 No MI '100386100002685519
17047741 289600.00 80.00 No MI '100386100002685816
17047751 218400.00 80.00 No MI '100386100002685949
17047191 148000.00 80.00 No MI '100509852640000004
17047782 487000.00 100.00 PMI '100386100002686442
17047196 181300.00 70.00 No MI '100509852620000008
17047833 239826.29 80.00 No MI '100386100002687226
17047899 616000.00 80.00 Republic MIC '100386100002687986
17051576 180000.00 80.00 No MI '100386100002688398
17043438 382500.00 75.00 No MI '100386100002684009
17043319 737600.00 80.00 No MI '100415700000009490
17043512 143920.00 80.00 No MI '100386100002685139
17043523 208400.00 79.97 No MI '100386100002685303
17032737 434850.00 75.00 Republic MIC '100386100002675031
17032621 496800.00 80.00 No MI '100022100176370831
17032818 246969.54 75.00 No MI '100386100002676310
17034235 375200.00 80.00 No MI '100386100002677813
17034292 216000.00 90.00 PMI '100386100002678795
17034303 139192.00 80.00 No MI '100386100002678936
17034324 457162.00 100.00 PMI '100386100002679322
17034344 288000.00 80.00 No MI '100386100002679678
17034363 396000.00 80.00 No MI '100386100002679959
17034193 1382250.00 75.00 No MI '100482900000001608
17042827 480000.00 80.00 No MI '100386100002680403
17020914 50000.00 100.00 PMI '100386100002667202
17021010 202399.92 80.00 No MI '100386100002668754
17021717 212000.00 80.00 No MI '100386100002668952
17021773 348300.00 90.00 PMI '100386100002669786
17021812 207825.25 80.00 No MI '100386100002670271
17021868 352000.00 80.00 No MI '100386100002671121
17021878 171200.00 80.00 No MI '100386100002671352
17027399 220000.00 80.00 No MI '100386100002672418
17027164 176747.49 80.00 No MI '100386100002672442
17027431 769000.00 64.08 No MI '100386100002672913
17027483 539999.42 80.00 Republic MIC '100386100002673630
17013170 231920.42 80.00 No MI
17013299 122400.00 80.00 No MI '100386100002659605
17013208 268000.00 80.00 No MI '100386100002659902
17013337 295905.54 80.00 No MI '100386100002660223
17013345 157500.00 90.00 Republic MIC '100386100002660330
17013350 160000.00 80.00 No MI '100386100002660397
17013353 399695.62 57.14 No MI '100386100002660447
17013190 179896.44 80.00 No MI '100461000000158741
17014440 396000.00 80.00 No MI '100375717624792002
17014602 299273.35 100.00 PMI '100386100002663060
17014611 511200.00 80.00 No MI '100386100002663268
17016094 289600.00 80.00 No MI '100386100002664530
17016043 115192.07 89.61 Republic MIC '100386100002664696
17016112 166250.00 95.00 PMI '100386100002664779
17016116 221000.00 65.00 No MI '100386100002664811
17016149 416521.69 76.86 No MI '100386100002665412
17016156 417000.00 75.83 No MI '100386100002665545
17016211 144797.72 90.00 Republic MIC '100386100002666410
17016064 154000.00 70.00 No MI '100386100002666691
17008815 147120.00 80.00 No MI '100386100002652527
17008781 332000.00 80.00 No MI '100386100002652642
17008859 214800.00 80.00 No MI '100386100002653152
17010819 272000.00 59.65 No MI '100386100002654739
17010821 265600.00 80.00 No MI '100386100002654754
17010876 454000.00 79.97 Republic MIC '100386100002655686
17010910 210131.00 80.00 No MI '100386100002656197
17010936 871000.00 65.00 No MI '100386100002656643
17012387 186390.00 80.00 No MI '100022100176200301
17012428 975000.00 75.00 No MI '100386100002657609
17012441 573750.00 75.00 No MI '100386100002658821
16997863 228750.00 61.00 No MI '100386100002643120
16997918 292773.00 100.00 PMI '100386100002643898
17001422 344013.08 75.00 No MI '100386100002644920
17001599 311829.00 80.00 No MI '100386100002646743
17002886 417000.00 79.43 No MI '100415700000009110
17002914 417000.00 90.65 Republic MIC '100386100002649119
17003085 188539.27 80.00 No MI '100386100002649309
17004493 175200.00 80.00 No MI '100386100002650521
17004509 164000.00 80.00 No MI '100386100002650844
17004530 358000.00 80.00 No MI '100386100002651149
17004545 245916.00 80.00 No MI '100386100002651362
16991039 220000.00 80.00 No MI '100386100002636819
16991049 145000.00 61.70 No MI '100386100002636926
16991072 156000.00 80.00 No MI '100386100002637205
16991114 148000.00 80.00 No MI '100386100002637759
16991135 340000.00 80.00 No MI '100386100002638013
16990978 173600.00 80.00 Republic MIC '100386100002638146
16991141 556000.00 80.00 No MI '100386100002638153
16994857 382400.00 80.00 No MI '100386100002639888
16994907 302470.00 80.00 No MI '100386100002640852
16980330 289216.00 80.00 No MI '100386100002627750
16982692 2000000.00 57.14 No MI '100386100002628667
16982763 233850.00 79.99 No MI '100386100002630002
16984200 147920.00 80.00 No MI '100386100002630804
16984311 87200.00 80.00 No MI '100386100002632628
16989944 303000.00 75.75 No MI '100386100002634897
16989963 356000.00 80.00 No MI '100386100002635142
16980207 227461.02 70.00 No MI '100386100002625689
16980210 180000.00 100.00 PMI '100386100002625721
16980317 137920.00 80.00 No MI '100386100002627529
16968105 360000.00 100.00 PMI '100386100002615854
16968001 243010.69 80.00 No MI '100381020107003100
17021682 315000.00 78.75 No MI '100386100002616845
16970252 311200.00 80.00 No MI '100386100002618783
16970147 320000.00 80.00 No MI '100386100002618981
16970279 176000.00 80.00 No MI '100386100002619187
16978535 415320.00 80.00 No MI '100386100002623064
16971808 196800.00 80.00 No MI '100386100002620607
16971931 171762.48 80.00 No MI '100386100002621738
16978645 568000.00 80.00 No MI '100386100002624732
16965041 323529.49 80.00 No MI '100386100002613727
16857134 255000.00 100.00 PMI '100386100002606143
16857194 183920.95 68.63 No MI '100386100002607018
16858907 174120.23 80.00 No MI '100386100002609048
16858974 279200.00 80.00 No MI '100386100002609931
16859000 224000.00 80.00 No MI '100386100002610319
16912721 54750.00 75.00 No MI '100386100002611622
16852508 299873.09 59.41 No MI '100386100002602837
16852509 456000.00 80.00 No MI '100386100002602944
16852498 408000.00 80.00 No MI '100386100002602068
16847169 143038.85 80.00 No MI '100381021206021100
16848828 115000.00 100.00 PMI '100386100002593713
16848745 151828.95 80.00 No MI '100381021206024104
16851464 278182.82 80.00 No MI '100505700175659872
16843965 164792.00 80.00 No MI '100386100002587061
16845391 118596.89 80.00 No MI '100386100002588010
16845338 238400.00 80.00 No MI '100528300175595011
16847325 495242.84 80.00 Republic MIC '100386100002592079
16838441 624000.00 80.00 Republic MIC '100386100002579936
16838509 472500.00 90.00 PMI '100386100002580918
16980147 164880.58 84.62 Republic MIC '100386100002582302
16834852 168000.00 80.00 No MI '100194972106113420
16834866 820000.00 80.00 No MI '100170600000013150
16832446 227545.25 80.00 No MI '100307800200662659
16823339 114117.03 80.00 No MI '100505700175374571
16825988 999999.00 58.82 No MI '100386100002567212
16823496 183750.00 75.00 No MI '100386100002565265
16812391 485950.00 79.27 Republic MIC '100386100002558856
16818828 171572.16 80.00 No MI '100386100002561272
16818849 287700.22 80.00 No MI '100386100002561611
16397330 294600.00 78.56 No MI '100418200200604569
16803110 97871.35 80.00 No MI '100386100002547057
16802952 167614.14 80.00 No MI '100509851020000006
16801309 106250.00 83.66 Republic MIC '100386100002543767
16801182 424772.25 80.00 No MI '100022100175169804
16801333 336957.08 74.98 No MI '100386100002544179
16798049 812250.00 75.00 No MI '100386100002540268
16780567 271000.00 88.27 Republic MIC '100386100002527836
16785048 203708.00 80.00 No MI '100392209061010071
16785144 114681.23 80.00 No MI '100386100002530053
16786999 558777.65 80.00 No MI '100173000000009695
17154645 332000.00 80.00 No MI '100022408393157166
16778144 672000.00 80.00 Republic MIC '100386100002524957
17027377 173520.00 80.00 No MI '100386100002672111
17032752 326400.00 100.00 PMI '100386100002675353
17032812 583200.00 80.00 Republic MIC '100386100002676237
17034255 395000.00 72.48 No MI '100386100002678100
17034208 648000.00 80.00 Republic MIC '100386100002678357
17043520 505000.00 100.00 PMI '100386100002685279
17047762 577160.00 80.00 No MI '100386100002686210
17051595 312720.00 80.00 Republic MIC '100386100002688653
17052800 184000.00 76.67 No MI '100386100002691863
17052977 394000.00 80.00 No MI '100386100002694198
17055078 237600.00 80.00 No MI '100386100002696391
16857237 86031.14 70.00 No MI '100386100002607638
16965000 313000.00 77.28 No MI '100386100002613719
16965084 344000.00 80.00 No MI '100386100002614477
16848900 530000.00 77.49 Republic MIC '100386100002594976
16832493 183600.00 80.00 No MI '100386100002572436
16780576 154028.79 80.00 No MI '100386100002527935
16780588 368895.18 93.42 Republic MIC '100386100002528123
16790269 285000.00 95.00 Republic MIC '100386100002537611
16798036 183795.75 80.00 No MI '100386100002540045
16776260 61465.42 77.42 No MI '100022100174984112
16716232 280000.00 80.00 No MI '100386100002485506
16709184 162800.00 80.00 No MI '100154070001022339
16697301 360000.00 75.00 No MI '100386100002464337
17009060 191920.00 80.00 No MI '100022408297916121
17009064 640000.00 75.29 Republic MIC '100022408294595290
17009044 428499.58 74.07 No MI '100022408297676063
16857561 288000.00 80.00 No MI '100214106122700078
17027938 736000.00 80.00 No MI '100369300070214413
17057583 121600.00 78.45 No MI '100229900587020482
17077133 480000.00 80.00 No MI '100022408393024440
16970683 357800.00 79.99 No MI '100039266661787507
17088722 417000.00 74.47 No MI '100031458007020549
17055576 316000.00 80.00 No MI '100251800000047578
17113459 227438.00 80.00 No MI '100291300000616540
17060538 318300.00 79.99 No MI '100079600400616216
17088958 109836.21 100.00 Republic MIC '100378000110038348
17016432 470012.53 95.00 Republic MIC '100272407020187866
16688285 723823.71 80.00 No MI '100506211571297001
17148468 400000.00 19.78 No MI '100022408298676195
17148508 108637.27 80.00 No MI '100022408299944832
17167151 271500.00 60.33 No MI '100022408296999888
17167152 862500.00 75.00 No MI '100022408299421492
16365915 198750.00 75.86 No MI '100418200200602837
17155778 999000.00 71.61 No MI '100022408293822166
17167214 95000.00 47.74 No MI '100065500000280411
17150071 747377.00 80.00 Republic MIC '100386100002756294
17155403 278000.00 53.46 No MI '100386100002763654
17151497 420000.00 80.00 Republic MIC '100022408297335314
17151502 320000.00 79.01 Republic MIC '100022406299974748
17151504 460000.00 80.00 Republic MIC '100022408299168572
17151541 200000.00 80.00 No MI '100022408299073608
17130569 455000.00 65.00 No MI '100086600210070407
17064787 368000.00 80.00 No MI '100386100002709863
17064846 580000.00 80.00 Republic MIC '100386100002710804
17065949 156000.00 80.00 No MI '100386100002712362
17065971 240800.00 80.00 No MI '100386100002712669
17075024 245600.00 80.00 No MI '100386100002715761
17075056 417000.00 79.43 No MI '100386100002716215
17075081 760000.00 80.00 No MI '100386100002716678
17075150 368000.00 80.00 No MI '100386100002717668
17075242 356000.00 80.00 No MI '100386100002719037
17076417 408000.00 80.00 No MI '100386100002719789
17077691 238000.00 52.77 No MI '100386100002723526
17077808 360000.00 80.00 No MI '100386100002725380
17088379 382500.00 85.00 Republic MIC '100386100002729275
17112894 236250.00 75.00 Republic MIC '100386100002732725
17104575 450000.00 75.00 No MI '100170600000020734
17112981 247000.00 95.00 Radian Guaranty '100386100002733772
17132591 190400.00 80.00 No MI '100386100002747640
17151492 332000.00 80.00 No MI '100022408297332725
17059319 396000.00 64.92 No MI '100022408298519254
17171516 388000.00 80.00 No MI '100022408394155912
17155802 324200.00 80.00 No MI '100022408393407967
17155803 440000.00 80.00 No MI '100022408393497349
17148515 150000.00 31.66 No MI '100022408298551224
17155807 186000.00 60.98 No MI '100022408393539108
17148559 332000.00 80.00 No MI '100022408295787060
17148510 247800.00 79.98 No MI '100022408393032039
16389049 169400.00 70.00 No MI '100265600005074419
17077022 488000.00 80.00 No MI '100022408298758753
17151516 450000.00 67.16 Republic MIC '100022408299483179
17077024 340000.00 80.00 No MI '100022408298780849
17151591 319331.50 80.00 No MI '100022408299946290
17151596 468000.00 80.00 No MI '100022408393111338
17155791 288000.00 80.00 No MI '100022408299628757
17128577 204000.00 80.00 Republic MIC '100022408393069973
17148495 86928.69 75.00 Republic MIC '100022408298502953
17155785 205000.00 79.93 No MI '100022408298645554
17001992 287900.00 79.99 No MI '100031458007010920
17013576 152500.00 57.45 No MI '100015901172081382
17001996 270300.00 79.99 No MI '100031458007011456
17078182 178800.00 79.98 No MI '100031458007021463
17078185 194100.00 79.98 No MI '100031458007020853
17078188 324150.00 80.00 No MI '100031458007021950
16991647 99768.86 79.92 No MI '100307100000177002
16851140 153600.00 80.00 No MI '100183300000367541
17089041 208000.00 80.00 No MI '100234400000180107
16851145 181530.95 80.00 No MI '100098900061014454
16803924 319920.00 80.00 No MI '100289400000061756
17013589 184856.00 79.00 No MI '100015902047250764
16851149 412050.00 80.00 No MI '100183300000368325
17078194 195150.00 79.98 No MI '100031458007021943
16982905 203200.00 80.00 No MI '100188601000153962
17078198 183150.00 79.99 No MI '100031458007021158
16856952 313123.18 95.00 GE Capital MI '100057400003093038
16856957 133087.96 80.00 No MI '100057400003159409
17059360 519198.99 80.00 No MI '100022408298592509
16814175 190832.00 80.00 No MI '100057400002989939
16965532 100000.00 66.67 No MI '100031700003590813
17059369 464000.00 80.00 No MI '100022408298727287
16974283 409900.00 100.00 Republic MIC '100212504000397243
16980848 150700.00 79.98 No MI '100140200061204868
17052102 167584.08 80.00 No MI '100016910005549555
17033230 280000.00 80.00 No MI '100015904000507263
17012900 254412.00 75.00 Republic MIC '100289400000066870
17113422 187268.04 80.00 No MI '100015904000442461
17113428 288000.00 80.00 No MI '100015904000529291
17113429 309500.00 79.99 No MI '100031458007021554
17004861 223740.00 80.00 No MI '100015904000308969
17052085 155916.00 80.00 No MI '100016910005186473
17052087 160406.00 80.00 No MI '100016910005212964
17004864 292500.00 75.00 No MI '100015904000322168
17052088 260000.00 80.00 No MI '100016910004361473
16803950 532498.75 75.00 Republic MIC '100022408294567679
17052089 124788.94 80.00 No MI '100016910005180773
17012886 167920.00 80.00 No MI '100234400000177335
16833058 175643.34 80.00 No MI '100031432006113308
17059374 420000.00 80.00 No MI
17078247 232000.00 80.00 No MI '100031458026120080
16801875 106000.00 46.09 No MI '100096000061130012
17078249 280000.00 80.00 No MI '100031458007020630
17059379 97823.62 79.98 No MI '100022408299178027
17012911 142400.00 80.00 No MI '100234400000177681
17033248 179888.00 80.00 No MI '100015901129325320
16824319 1031250.00 75.00 No MI '100031236307943069
16991712 246500.00 85.00 Republic MIC '100311300061206575
16991717 149139.79 80.00 No MI '100057400002934042
16985156 98290.39 74.55 No MI '100031700003602386
16980863 224000.00 80.00 No MI '100234400000175826
16985157 380000.00 80.00 No MI '100293000182419014
16980865 548000.00 80.00 No MI '100251800000046075
17013657 676000.00 80.00 No MI '100039258827875409
17066688 500000.00 69.44 No MI '100031700003655004
16980873 367900.00 80.00 No MI '100140200070101683
16985167 204750.00 79.98 No MI '100031458006123112
17052132 107199.68 64.97 No MI '100187100511429988
17052133 650000.00 63.11 No MI '100187100511447071
17044115 472500.00 75.00 Republic MIC '100098500040327306
17004914 107806.18 90.00 PMI '100142000000269800
17033264 487115.27 80.00 Republic MIC '100015904000394563
17033267 184000.00 80.00 No MI '100015902303345886
17033269 218040.90 80.00 No MI '100015904000502488
17013668 787200.00 80.00 No MI '100297130612010046
17013669 352000.00 80.00 No MI '100022408296503185
16968404 262500.00 75.00 No MI '100050400760029230
17057947 480000.00 48.00 No MI '100351000183563116
16965574 384800.00 80.00 No MI '100055507010076681
16980883 368000.00 80.00 No MI '100234400000175560
17033273 184000.00 80.00 No MI '100015904000399901
16982930 256000.00 80.00 No MI '100251800000045952
16991680 436000.00 80.00 No MI '100212504000401037
16968355 206955.00 75.00 No MI '100199300007421582
16856985 243200.00 80.00 No MI '100096000061219005
16856988 125611.40 90.00 GE Capital MI '100139402000037077
17042614 264000.00 80.00 No MI '100234400000178770
17004871 116550.00 70.00 No MI '100065500000274091
17052096 212000.00 44.17 No MI '100086600117002016
17044128 114000.00 71.25 No MI '100030200022023897
17016507 244000.00 80.00 No MI '100031700003640139
16824341 224589.00 80.00 No MI '100057400003066372
17033276 108000.00 69.90 No MI '100016910005463591
17033278 274624.73 80.00 No MI '100016910005238829
17113468 236900.00 74.99 No MI '100031458007021851
17076821 216800.00 80.00 Republic MIC '100065500000278613
17033279 222250.00 79.99 No MI '100016910002867547
16723773 243665.23 68.44 No MI '100022408293287428
16979217 180000.00 100.00 Republic MIC '100028510001273980
16982944 525600.00 80.00 No MI '100022408297229046
16856994 53250.00 75.00 No MI '100098500040315988
17042625 318028.00 80.00 No MI '100206310006587672
17009174 514850.00 89.99 Republic MIC '100299400000090274
17009178 127120.00 80.00 No MI '100046900000661376
16723781 205900.00 90.00 GE Capital MI '100022408293508963
16995260 739490.73 80.00 Republic MIC '100085600024855069
16982959 253820.00 80.00 No MI '100206310006574829
16853300 226000.00 79.97 No MI '100031700003592074
16965582 201600.00 80.00 No MI '100199300006421203
17078289 69600.00 80.00 No MI '100031432007022102
17033280 210600.00 65.00 No MI '100016900073603574
17016513 41256.32 70.00 No MI '100251800000047255
17004930 400000.00 80.00 No MI '100234400000178481
17033282 247000.00 65.00 No MI '100016900063307160
17013680 201550.00 79.99 No MI '100031458007012546
17052156 573900.00 79.99 No MI '100187100511466162
17044138 240000.00 80.00 No MI '100429220070123067
17033284 219132.00 80.00 No MI '100016910002351591
17033285 76080.00 80.00 No MI '100016910005191473
16771053 119920.00 80.00 No MI '100127800005062657
17013685 277000.00 78.49 No MI '100022408297434489
17033287 168464.00 80.00 No MI '100016910005470091
16824353 178392.00 80.00 No MI '100057400003120245
17033289 463185.00 74.66 Republic MIC '100016900061528213
16851248 125600.00 80.00 No MI '100209500100309034
17044140 960000.00 80.00 No MI '100409500000051270
17052162 155675.81 75.00 No MI '100187100511429517
17033290 764000.00 80.00 No MI '100016910003617701
17033291 156000.00 80.00 No MI '100016910002152882
17033292 192000.00 80.00 No MI '100016910005426838
17009235 114611.25 80.00 No MI '100015904000459093
17033295 265300.00 79.99 No MI '100016910005239991
17033296 45171.18 80.00 No MI '100251800000046141
16979230 188000.00 80.00 No MI '100137307010040361
16819139 88455.77 80.00 No MI
16803993 387000.00 65.88 No MI '100230500010440286
16979242 330471.00 80.00 No MI '100062500080783188
16995281 222417.54 70.00 No MI '100237600000081232
16982977 240000.00 80.00 No MI '100272900000053751
17034638 235000.00 88.68 MGIC '100016900061320546
17052064 300800.00 80.00 No MI '100086600208003485
17033192 117750.00 75.00 No MI '100031432007010081
17016426 903250.00 80.00 No MI '100208808000015358
17052068 303900.00 79.99 No MI '100086600208003469
17033197 239900.00 79.99 No MI '100091540250000356
17013599 220000.00 80.00 No MI '100015904000471361
16789088 348800.00 80.00 No MI '100039295657977970
16856966 201720.00 80.00 No MI '100057400003028976
17044050 180000.00 80.00 No MI '100369300070214025
17009145 187383.45 73.53 No MI '100297130702010054
17012875 248000.00 80.00 No MI '100192820070003436
17004858 448800.00 80.00 No MI '100015904000341259
17012879 275999.54 80.00 No MI '100234400000177509
17128564 332000.00 78.12 No MI '100022408297078110
16990180 197280.00 80.00 No MI '100060807020080480
16981432 487400.00 79.99 No MI '100208808000014963
17128565 821600.00 80.00 No MI '100022408298258192
16981434 128000.00 80.00 No MI '100307100000184131
17128567 720000.00 72.00 Republic MIC '100022408298551067
16980706 828000.00 80.00 No MI '100127800005086037
16980707 748098.87 71.43 Republic MIC '100022408296562355
16981436 339168.00 80.00 No MI '100234400000177590
16970584 94836.33 69.99 No MI '100114700000309837
16775295 121868.00 80.00 No MI '100022100179671599
16963298 149765.27 43.48 No MI '100400200000112292
17066520 1000000.00 73.80 No MI '100378000100035049
17059232 650000.00 72.18 Republic MIC '100022408296032631
17066523 980000.00 70.00 No MI '100378000100046384
17059234 263794.05 80.00 No MI '100022408299204559
17128570 1715000.00 70.00 No MI '100022408299201704
17059235 263794.05 80.00 No MI '100022408299205796
17059236 567132.93 74.25 Republic MIC '100022408297817816
17128572 192250.00 74.98 No MI '100022408299278249
17128573 592000.00 80.00 Republic MIC '100022408299984036
17059239 335000.00 51.54 No MI '100022408298609162
16838722 248800.00 80.00 No MI '100418200200609147
17128576 175240.00 80.00 No MI '100015902023203571
16970590 253900.00 74.99 No MI '100114700000303913
17128579 107518.12 79.98 No MI '100022408393198350
16981449 371000.00 70.00 No MI '100031700003597529
17001926 414000.00 79.99 No MI '100140200070103002
17059240 337250.00 95.00 United Guaranty '100022408299146925
17059245 263794.05 80.00 No MI '100022408299206414
16857601 240800.00 80.00 No MI '100212002000060887
17059247 360000.00 80.00 No MI '100022408299630068
16985017 245600.00 80.00 No MI '100418207010000086
16981453 752000.00 80.00 No MI '100424710007000219
17128588 155083.60 90.00 Republic MIC '100015901012220869
16981456 45570.92 80.00 No MI '100251800000046117
16974169 169520.00 80.00 No MI '100057400003165489
16847488 215900.00 79.99 No MI '100289400000063836
17013511 140000.00 80.00 No MI '100234400000177764
17066546 252800.00 80.00 No MI '100146001307643925
16980732 179912.00 80.00 No MI '100219306125042875
16980733 99705.87 95.00 PMI '100212504000398597
16784715 194280.00 80.00 No MI '100057400003100288
16985028 111988.33 80.00 No MI '100063700002758313
16980736 242320.00 80.00 No MI '100234400000176949
16980737 448000.00 80.00 No MI '100022408296594556
16974176 193840.00 80.00 No MI '100057400003170240
16974179 168950.00 79.98 No MI '100140200070101956
17057802 167087.46 80.00 No MI '100022100183548601
16801761 347900.00 80.00 No MI '100073500011897989
17066550 341292.00 80.00 No MI '100030200560000661
16713555 332000.00 80.00 No MI '100053606100011947
16713557 324000.00 80.00 No MI '100053606100012010
16981474 352000.00 80.00 No MI '100153210611011527
16838753 259998.05 80.00 No MI '100232600000075643
17013534 183863.45 78.63 No MI
16814082 162852.23 80.00 No MI '100203000180608633
16814085 174508.15 89.97 Radian Guaranty '100188101000107407
17059276 440000.00 80.00 No MI '100022408298256659
16857631 339884.84 79.99 No MI '100031458006123468
17078149 120000.00 24.59 No MI '100022100183863836
16965442 169543.91 80.00 No MI '100060807010079864
16980751 460424.00 80.00 No MI '100219307015043866
17059278 464000.00 80.00 No MI '100234400000179364
16974198 180800.00 80.00 No MI '100140200061201583
17052010 391200.00 79.84 No MI '100055507020085235
17013568 480000.00 80.00 No MI '100067301000297358
16968300 148800.00 80.00 No MI '100199300006421088
16968303 300000.00 80.00 No MI '100100300000210816
17078176 127100.00 79.99 No MI '100031458007021265
16985071 252000.00 78.75 No MI '100031449006102974
16991638 274400.00 80.00 No MI '100234400000176378
16857668 211500.00 100.00 PMI '100031700003602246
16965479 55920.00 80.00 No MI '100232600000075817
17044020 97600.00 80.00 No MI '100022100183323047
17089003 106080.50 90.00 PMI '100378000110033596
16851106 192799.99 80.00 No MI '100183300000368630
16838770 188696.82 89.70 MGIC '100424400181022516
17059289 479900.00 80.00 Republic MIC '100022408298351302
16838773 131696.82 80.00 No MI '100075900496019372
17013550 212000.00 80.00 No MI '100015904000283659
17012823 123120.00 80.00 No MI '100015904000402069
16824221 267644.12 75.86 No MI '100022408295060120
16851114 207200.00 80.00 No MI '100137307010040122
17089013 303882.13 100.00 PMI '100378000100049578
17001978 304800.00 80.00 No MI '100234400000176964
16801796 228000.00 80.00 No MI '100030200010133914
16685699 70862.07 74.97 No MI '100130000000189358
17044017 148000.00 80.00 No MI '100369300070214322
17012832 244000.00 80.00 No MI '100015902021304785
16847451 183920.00 80.00 No MI '100022100181291899
16974137 256000.00 80.00 No MI '100135300017766858
16974139 167785.00 80.00 No MI '100031700003611486
17011381 292000.00 80.00 No MI '100146900009014303
16722260 184542.41 70.61 No MI '100031700003544471
16970545 273231.62 80.00 No MI '100297130701040060
16809685 508000.00 80.00 No MI '100169900020023715
17022203 284000.00 80.00 No MI '100171300070193573
16648583 115448.82 80.00 No MI '100086600526045754
16970558 407477.87 80.00 No MI '100114700000307724
17022218 169446.68 80.00 No MI '100060807020080886
16853293 227800.00 79.99 No MI '100031700003592058
16968273 417000.00 73.81 No MI '100022408296429274
16798417 700000.00 78.65 No MI '100289400000061343
16995168 199200.00 80.00 No MI '100137307010040932
17034512 492700.00 77.59 Republic MIC '100127800005083265
17014914 320000.00 74.07 No MI '100061600000039876
16982860 502550.00 70.00 Republic MIC '100022408293697915
16979134 152000.00 80.00 No MI
16979140 330536.67 80.00 No MI '100129810013037102
17078808 244000.00 80.00 No MI '100019938910069903
17053403 343992.00 80.00 No MI '100071907010126439
17042557 136400.00 80.00 No MI '100016900061629037
17014936 226400.00 80.00 No MI '100234400000179315
16819046 84286.36 80.00 No MI '100212504000384332
16714965 338779.18 80.00 No MI '100114700000284717
16982882 89600.00 80.00 No MI '100234400000175743
16982889 224000.00 80.00 No MI '100369300070111734
17034542 292770.00 80.00 No MI '100015902063086902
17014949 264000.00 80.00 No MI '100258910051106455
16979163 191191.00 80.00 No MI
16979165 249383.00 75.00 No MI '100199300007422358
17042574 184489.00 80.00 No MI '100016910002857373
17014953 267191.81 80.00 No MI '100436100157992082
17014955 392000.00 80.00 No MI '100272900000060061
16819065 300000.00 100.00 Triad Guaranty '100351000334564351
17000404 775492.39 80.00 No MI '100098500040320004
16798468 220500.00 90.00 Republic MIC '100297130611160008
17042584 343780.64 80.00 No MI '100289400000068744
16765043 650000.00 73.45 Republic MIC '100073500011904439
16781081 892500.00 70.00 No MI '100212504000384381
16781085 106400.00 80.00 No MI '100031700003562960
16844509 143200.00 80.00 No MI '100031700003572605
17014969 39974.49 74.91 No MI '100232600000078233
16979188 1350000.00 75.00 No MI
17057682 154271.00 80.00 No MI '100062500080925334
16995033 101760.00 80.00 No MI '100015901012225264
17057685 480000.00 80.00 No MI '100291300000616169
16995038 119647.00 70.00 No MI '100015901329066880
16995039 215199.79 80.00 No MI '100071200000428308
16979001 560000.00 70.00 Republic MIC '100133001000573093
16824085 132000.00 80.00 No MI '100031700003506546
16824086 108000.00 80.00 No MI '100124700070228675
17075838 450000.00 67.37 Republic MIC '100146001307586678
16991488 204000.00 80.00 No MI '100188601000154895
17042412 92000.00 80.00 No MI '100031458007011050
17042416 394500.00 75.00 No MI '100031458007013445
17012693 213400.00 80.00 No MI '100031458007012835
17004675 220000.00 80.00 No MI '100071907010124061
17016259 235150.00 79.99 No MI '100015902023196148
16979013 183770.48 80.00 No MI '100022100182116723
16859622 329592.00 80.00 No MI '100125300029462720
16995054 152500.00 63.33 No MI '100015901172081390
17075848 310000.00 70.45 No MI '100146001308857268
17016267 260000.00 65.00 No MI '100015902236033377
17016269 463064.00 80.00 No MI '100015901215111774
16995064 359800.00 70.00 No MI '100234400000175925
16798317 1365000.00 70.00 No MI '100022408293057342
17042430 264800.00 80.00 No MI '100031458007020184
17042432 240000.00 80.00 No MI '100031458007013668
17055593 193600.00 80.00 No MI '100183300000377839
17055595 263950.00 79.99 No MI '100183300000376831
16981363 193840.00 80.00 No MI '100199300006420783
16980636 524000.00 80.00 Republic MIC '100022408297307701
16981367 130487.03 80.00 No MI '100031700003614894
17022175 230850.00 80.00 No MI '100031458007012454
16980640 208000.00 80.00 No MI '100031432006112466
16684830 372000.00 80.00 Republic MIC '100022407997869184
16981372 188000.00 80.00 No MI '100315100105011254
16981373 199486.00 80.00 No MI '100199300006418209
16981376 373600.00 80.00 No MI '100289400000065955
16819787 219843.10 80.00 No MI '100258920061100729
17012706 209800.00 79.98 No MI '100031458007010268
17057713 94964.23 100.00 PMI '100031432007020007
16968236 322800.00 80.00 No MI '100220800016120953
16856862 108000.00 80.00 No MI '100070707010108861
16857592 202400.00 79.98 No MI '100420200000161576
16991567 142400.00 80.00 No MI '100127800005085211
16856864 236000.00 80.00 No MI '100028510001259518
17009041 492000.00 80.00 Republic MIC '100022408297312453
17009042 364000.00 80.00 No MI
16824171 842000.00 76.55 No MI '100188601000150489
17012775 263632.00 80.00 No MI '100057400002777334
17009049 108800.00 80.00 No MI '100229330000228779
16824174 348633.18 80.00 No MI '100127800005078869
16803844 228000.00 80.00 No MI '100199300006416989
16968243 400000.00 79.70 No MI '100022408293315062
17009055 680000.00 74.73 Republic MIC '100022408297744242
17004763 940000.00 80.00 No MI '100214190701260027
16968251 588668.68 75.00 Republic MIC '100022408294776320
17057794 175000.00 60.34 No MI '100151600070213022
16982836 256200.00 80.00 No MI '100204100000852855
17009063 224000.00 80.00 No MI '100022408296885954
17009067 700000.00 58.33 No MI '123210100000013007
16673205 176800.00 80.00 No MI '100185400261000019
16838660 103000.00 62.42 No MI '100212504000389307
16981384 98000.00 70.00 No MI '100315100105008904
16974096 332000.00 80.00 No MI '100289400000065419
16981387 174400.00 80.00 No MI '100031700003614985
17013444 121764.21 90.00 PMI '100272407012986606
16980660 200000.00 80.00 No MI '100229900587010103
16980665 118400.00 80.00 No MI '100108300777360051
16965359 116000.00 80.00 No MI '100075120040146098
16838678 92000.00 80.00 No MI '100137306120039453
17057730 513600.00 80.00 Republic MIC '100291300000614107
17066481 239920.00 80.00 No MI '100234400000179745
16991524 339022.00 80.00 No MI '100199300007423844
17004713 216800.00 80.00 No MI '100212504000405178
17012735 175500.00 90.00 PMI '100229900586120382
17013468 430000.00 78.90 Republic MIC '100212504000406887
17066496 82324.00 80.00 No MI '100016910005188073
16856833 336000.00 80.00 No MI '100031207707774560
17066498 455398.00 90.00 United Guaranty '100016900061125283
17066499 218320.00 80.00 No MI '100234400000179612
16965378 208000.00 80.00 No MI '100392492100003832
16784668 179635.23 80.00 No MI '100078200000230822
17016302 276488.00 95.00 MGIC '100429107020025858
17009013 1344000.00 58.43 No MI '100164200000093647
17004720 229500.00 79.99 No MI '100188101000107274
17009015 242550.00 80.00 No MI '100031458007011233
17009019 196232.00 80.00 No MI '100057400002840983
17012746 230000.00 64.79 No MI '100031700003623952
17012748 320550.00 80.00 No MI '100031458007012066
16968212 242399.81 80.00 No MI '100289400000064792
16968218 184000.00 80.00 No MI '100169900600025130
16849553 179775.46 90.00 PMI '100194006120116562
16980693 287195.49 80.00 No MI '100022408297383397
16965388 255561.00 80.00 No MI '100062500080699566
16980697 230000.00 79.97 No MI '100289400000065849
16980699 516800.00 80.00 Republic MIC '100022408294983975
17016313 140000.00 79.10 No MI '100091200060034984
17009024 551250.00 75.00 No MI '100022100182774596
17009028 278000.00 74.13 No MI '100022408296915967
17012756 270050.00 79.99 No MI '100031458007012116
17057766 206242.95 80.00 No MI '100031432007020239
16982806 204500.00 79.88 No MI '100229330000203665
16856853 368000.00 80.00 No MI '100234400000174324
16965398 280000.00 80.00 No MI '100121700061202393
17009030 82450.00 79.97 No MI
17009032 359505.60 72.00 No MI '100022408297083674
17009036 118236.51 80.00 No MI '100022100182775742
17009038 381000.00 77.76 No MI '100022408297242221
17012769 333500.00 74.99 No MI
16968233 152000.00 80.00 No MI '100022407999884645
16824197 500000.00 52.63 No MI '100022408294916199
16979116 344000.00 80.00 No MI '100424710007000318
17016368 166250.00 95.00 Republic MIC '100050400760025501
16798412 532000.00 80.00 No MI '100096000061116086
16963003 346320.00 80.00 No MI '100234400000175198
17060564 196500.00 80.00 No MI '100234400000179133
16852361 180000.00 80.00 No MI '100028510001244650
17088802 115902.54 80.00 No MI '100083300000017717
16852364 626500.00 72.01 No MI '100146900008112207
16809437 84000.00 76.36 No MI '100086802061000430
16968816 218400.00 80.00 No MI '100015902063082638
17011105 195120.00 80.00 No MI '100015904000452965
16984859 517420.92 80.00 No MI '100234400000176147
17051821 319000.00 77.80 No MI '100022408295964537
17051822 143866.62 80.00 No MI '100022408296669663
17043803 305280.00 80.00 No MI '100284916612190001
17051824 417000.00 73.42 No MI '100022408297242064
17051825 650000.00 72.22 Republic MIC '100022408297509322
17051826 125908.00 80.00 No MI '100015904000223093
17051827 190000.00 79.17 No MI '100022408297868215
17051828 584000.00 80.00 No MI '100022408298074383
17051829 222000.00 77.89 No MI '100022408298097830
17033689 150000.00 28.04 No MI '100311300070213927
16832775 90400.00 80.00 No MI '100404400000082265
17088817 210021.00 80.00 No MI '100062500080973763
17048328 287137.56 96.64 GE Capital MI '100057400003207935
16844582 223100.00 76.93 No MI '100418200200610277
16851877 158059.39 100.00 PMI '100022100181465063
16809678 359600.40 80.00 No MI '100297130612130000
17055580 196000.00 80.00 No MI '100246100006709240
16419084 180800.00 80.00 No MI '100106600071938995
17066436 370000.00 60.66 No MI '100016910005072764
17066437 248000.00 80.00 No MI '100016910005490891
16857503 199460.81 80.00 No MI '100242400000154078
17027963 192000.00 67.37 No MI '100039278964670348
16981352 155997.51 80.00 No MI '100315100105010991
16974062 216300.00 75.00 No MI '100234400000175495
17055588 121410.00 90.00 Radian Guaranty '100183300000377987
16974069 280000.00 80.00 No MI '100146001305837354
16672731 372000.00 80.00 No MI '100022407999450488
16857008 180600.00 70.00 No MI '100098500040318750
16718744 1000000.00 77.22 No MI '100351000178877208
17002063 304000.00 80.00 No MI '100183300000370305
16857018 340400.00 74.00 No MI '100369300061211071
16979383 344000.00 80.00 No MI '100234400000178416
17002071 595000.00 70.00 Republic MIC '100015904000280457
17065222 120000.00 58.54 No MI '100291300005090311
17065227 1190000.00 70.00 No MI '100307200000278881
17034773 149520.00 80.00 No MI '100234400000178556
16979396 176000.00 80.00 No MI '100124500002820346
17002083 307012.00 80.00 No MI '100015901264007600
17002092 96000.00 80.00 No MI '100015902040383125
16852755 642157.73 76.55 Republic MIC '100124700070238187
16846198 567638.92 80.00 Republic MIC '100256420061201108
16852763 172789.79 80.00 No MI '100124700070233865
16849039 250487.00 80.00 No MI '100169900600024927
16978693 168000.00 74.67 No MI '100075120040146650
16852780 112000.00 80.00 No MI '100289400000063257
16852781 125838.75 80.00 No MI '100204100000832717
17003506 103841.25 80.00 No MI '100031700003511199
16970720 308000.00 80.00 No MI '100385700009179829
16990326 233999.54 100.00 Republic MIC '100022100182462499
16849065 128800.00 80.00 No MI '100031205907952077
16771873 196000.00 80.00 No MI '100127800005052054
17003515 176000.00 80.00 No MI '100031700003622830
17015103 156000.00 80.00 No MI '100060807020082338
16804074 205916.00 80.00 No MI '100057400003079789
16804075 278320.00 80.00 No MI '100057400003096692
16970740 224000.00 80.00 No MI '100054900506040157
16974306 799730.00 80.00 No MI '100022408296189969
16768163 330000.00 75.00 No MI '100289400000059289
16970746 161084.00 70.00 No MI '100065500000269356
16983059 267483.00 80.00 No MI '100062500080897509
16844792 302699.00 75.00 No MI '100199300006420122
16847637 468000.00 80.00 No MI '100256420061201140
16859224 650000.00 73.36 Republic MIC '100022408296399428
16983074 191450.00 80.00 No MI '100062500080796248
16859227 515912.25 80.00 No MI '100022408296641738
16790783 109564.17 80.00 No MI '100404400000083669
17003551 356000.00 78.24 No MI '100242400000160778
17015137 199820.00 80.00 Xx XX
00000000 185250.00 95.00 PMI '100071907010126611
17055856 232000.00 80.00 No MI '100423900900021757
16974336 287600.00 80.00 No MI '100242400000151892
16981628 279192.00 80.00 No MI '100219306095037434
16768197 395200.00 80.00 No MI '100169900040000214
17015148 249262.83 100.00 PMI '100039232091972978
17075464 479500.00 70.00 No MI '100292100530708224
16981632 379390.44 80.00 No MI '100242400000155182
16983091 226323.00 80.00 No MI
16980905 285600.00 80.00 No MI '100188601000153822
16981634 132000.00 80.00 No MI '100251800000046356
16847660 236600.00 79.99 No MI '100351000181312797
16980907 239568.72 79.99 No MI '100060807010078940
16983097 294188.67 80.00 No MI '100062500080948328
17015151 188800.00 89.99 PMI '100039235070309021
17033298 392000.00 80.00 No MI '100016910005428891
17033299 175120.00 80.00 No MI '100016910003923810
16823637 194760.00 80.00 No MI '100015901200058857
16851259 298566.16 80.00 No MI
16851262 740000.00 80.00 No MI '100039299189351555
16851265 252000.00 80.00 No MI '100289400000063430
16995332 177513.85 80.00 No MI '100057400002938548
16968440 162400.00 80.00 No MI '100062500080896410
16985203 350250.00 75.00 No MI '100031458006122510
16980911 168000.00 80.00 No MI '100140200061103946
16801938 146720.00 80.00 No MI
16965606 267750.00 79.99 No MI '100423900900017730
16974355 191960.00 80.00 No MI '100229900537010088
16970791 96750.00 90.00 PMI '100065500000273739
17055879 200000.00 73.13 No MI '100256420070112197
16981649 218800.00 80.00 No MI '100199500182303915
17033300 160406.00 80.00 No MI '100016910005215355
17033301 160406.00 80.00 No MI '100016910005211701
16824379 412177.00 80.00 No MI '100057400003071844
16851275 169600.00 80.00 No MI '100060806120077149
16995345 183472.00 80.00 No MI '100057400003172436
16979308 196000.00 80.00 No MI '100188601000151529
16995347 160000.00 80.00 No MI '100030200030076028
16707832 96368.41 76.34 No MI '100015902280006097
16979312 183574.79 80.00 No MI '100015904000272975
17002006 164000.00 80.00 No MI '100031458007011357
16991799 383200.00 80.00 No MI '100022408297008895
17042722 159950.00 79.98 No MI '100229900587020391
16835253 51425.22 80.00 No MI '100437200701020031
16979325 290030.00 80.00 No MI '100015902063085763
16798614 152950.00 95.00 Radian Guaranty '100078200000233883
16968472 180000.00 80.00 No MI '100169900600023739
16968474 186703.00 80.00 No MI '100062500080946785
17002012 292000.00 80.00 No MI '100031458007011118
16981841 96465.59 100.00 PMI '100212504000400120
16962971 312000.00 80.00 No MI '100218000000201042
16809400 99661.05 35.71 No MI '100022408294948044
16809402 295999.92 80.00 No MI '100022408294949448
17060539 312000.00 80.00 No MI '100079600400701596
16853064 103992.00 80.00 No MI '100057400003148568
16813862 496000.00 80.00 No MI '100183300000363367
16798287 180187.17 80.00 No MI '100022408293889314
17060540 126571.27 85.00 PMI '100234400000179497
16303922 360000.00 80.00 Republic MIC '100256420060500112
17060545 520000.00 80.00 No MI '100079600400701372
17014785 440800.00 80.00 Republic MIC '100022408297774744
16984833 354998.00 100.00 PMI '100028510001178130
16813879 201600.00 80.00 No MI '100183300000366824
17000239 167500.00 100.00 Republic MIC '100075120040147914
17053260 253600.00 80.00 No MI '100418207020000860
17053262 253600.00 80.00 No MI '100418207020000886
16728500 250000.00 100.00 PMI '100339406110005542
17014792 295817.17 80.00 No MI '100256406110000203
16809423 382500.00 75.00 No MI '100212504000383656
17053269 565250.00 85.00 Republic MIC '100146001308626671
16728508 455000.00 100.00 Triad Guaranty '100070706120106856
16984848 239950.00 79.99 No MI '100031458007010490
17000245 580000.00 80.00 No MI '100130000000212606
17004999 229352.00 80.00 No MI '100057400003034172
16979334 59961.74 80.00 No MI '100212504000398134
16979336 344000.00 80.00 No MI '100079600400700143
17016580 179992.00 80.00 No MI '100057400003185461
16846124 184000.00 80.00 No MI '100096000061214121
16846128 103794.52 80.00 No MI '100404400000080517
16806926 279667.69 80.00 No MI '100031458006111562
16979340 148283.50 80.00 No MI '100015904000399562
16968496 231916.25 80.00 No MI '100019961710019712
17002038 96800.00 80.00 No MI '100015904000384648
16710088 183273.62 80.00 No MI '100030200010132353
17034738 159200.00 80.00 No MI '100305900012751898
17002040 188000.00 79.98 No MI '100031458007011217
17002043 138500.00 74.86 No MI '100015902233055050
17002047 208800.00 80.00 No MI '100256420070110217
17002048 552000.00 64.94 No MI '100015904000396758
16826540 152490.11 80.00 No MI '100022100180802423
17015052 179128.00 80.00 No MI '100057400003177351
16833010 285600.00 80.00 No MI '100183300000359894
17078200 224250.00 79.99 No MI '100031458007020846
17015056 328000.00 74.47 No MI '100351000182980592
17003477 180500.00 95.00 Republic MIC '100028510001286230
16980810 424000.00 80.00 No MI '100234400000178846
16859153 138800.00 80.00 No MI '100031700003595747
16859157 160535.61 80.00 No MI '100060807010077819
17013600 268000.00 88.89 GE Capital MI '100015904000433130
17055609 139750.00 65.00 No MI '100423900900021179
16963235 171800.00 74.99 No MI '100140200070100255
16851861 119526.26 75.00 No MI '100305900012682648
16990129 1181250.00 75.00 No MI '100199105110057920
16844576 494080.00 80.00 No MI '100057400003145192
17003312 1750000.00 64.81 No MI '100022100182678318
17055612 302367.12 77.72 No MI '100022100183469402
16990130 360000.00 80.00 No MI '100255314190323373
16824362 323000.00 80.00 No MI '100057400003126630
17033297 134618.50 80.00 No MI '100016900059778481
17075608 311200.00 80.00 No MI '100291300000616391
16803529 351861.35 80.00 No MI '100031458006110135
17075609 151600.00 80.00 No MI '100234400000179836
17075611 140162.82 85.00 PMI '100234400000179471
16803533 337731.41 80.00 No MI '100404400000084881
16803534 1348972.76 75.00 No MI '100031700003571805
16847811 135999.42 80.00 No MI '100220800016122769
16849278 133755.86 70.00 No MI '100031432006120832
16807108 131932.69 80.00 No MI '100039299986433739
17077082 147100.00 79.95 No MI '100016910003524691
16970942 651300.00 74.99 Republic MIC '100022100182002386
17077095 146320.00 79.09 No MI '100016910002101210
16981807 285500.00 80.00 No MI '100255314190322201
16962937 92198.10 70.00 No MI '100114700000302634
16856597 270670.56 79.99 No MI '100015901006305502
16973800 197200.00 80.00 No MI '100108300776377775
16973802 218250.00 79.98 No MI '100031458006123880
16970509 339000.00 100.00 PMI '100096000070104008
16963225 225000.00 90.00 PMI '100256406090000280
16990118 215686.35 80.00 No MI '100255314190319744
17003253 237785.17 80.00 No MI '100015904000348650
16801613 615950.00 79.99 Republic MIC '100208808000011878
17011278 228000.00 80.00 No MI '100288200712537189
16839330 110850.00 69.98 No MI '100135813080050042
16839332 110850.00 69.98 No MI '100135813080050109
16963182 176000.00 80.00 No MI '100060807010077686
16970474 111057.69 80.00 No MI '100251800000043759
16970476 139428.38 80.00 Republic MIC '100190830000065209
17066412 246680.00 80.00 No MI '100079600400702461
17027940 224000.00 80.00 No MI '100242400000166486
16980601 279000.00 90.00 Republic MIC '100183300000369885
17043981 129150.00 74.98 No MI
16970482 284010.56 80.00 No MI '100219307015043684
17027947 175999.67 80.00 No MI '100096000070201051
17055569 164000.00 80.00 No MI '100022100183465103
16970483 144000.00 80.00 No MI '100190821181088441
16819744 305600.00 80.00 No MI '100050400760027077
17088991 235000.00 89.02 Republic MIC '100378000110052885
17088993 163594.24 100.00 PMI '100378000110017771
17003278 239600.00 79.99 No MI '100237600000080234
17055573 257000.00 79.97 No MI '100015902023193657
17055574 255390.00 80.00 No MI '100015902063086340
16970666 288800.00 78.05 No MI '100050400760030915
17015031 160550.00 95.00 Republic MIC '100075900127001237
17066601 124907.23 88.03 Republic MIC '100272407022092205
17059312 142400.00 80.00 No MI '100030200620000362
16801813 166000.00 79.96 No MI '100420200000136677
16859133 615347.67 80.00 Republic MIC '100022408296035493
16963380 315000.00 75.00 No MI '100028510001266281
17055756 230720.00 80.00 No MI '100339407020006307
16835973 208000.00 80.00 No MI '100065000013539457
16963387 315000.00 75.00 No MI '100028510001267594
16970679 200000.00 80.00 No MI '100114700000300471
16835979 221600.00 80.00 No MI '100183102000142183
17055761 280000.00 80.00 No MI '100070707020111582
16980617 244000.00 80.00 No MI '100022408296977991
17055578 147632.00 80.00 No MI '100015902023199134
16974057 308000.00 80.00 No MI '100234400000175677
16970495 296000.00 80.00 No MI '100190830000080059
16990098 227500.00 49.46 No MI '100297130701100039
17003445 175000.00 70.00 No MI '100289400000067142
17128642 417000.00 68.93 No MI '100015904000551022
16974221 89600.00 80.00 No MI '100098500040313496
16859124 489000.00 74.32 Republic MIC '100022408295883299
16963371 198400.00 80.00 No MI '100031700003604606
16970661 103600.00 80.00 No MI '100065500000273085
17048247 123750.00 75.00 No MI '100031700003652928
16819711 383662.00 80.00 No MI '100057400003089218
16970452 216080.00 80.00 No MI '100015904000200034
16970459 175774.77 80.00 No MI '100251800000043718
17088968 188500.00 65.00 No MI '100256420070210082
17003245 157728.00 80.00 No MI '100015901012225355
17051984 253600.00 80.00 No MI '100418207020000779
17027927 184000.00 80.00 No MI '100108300777010342
16970463 56178.01 75.00 No MI '100114700000304663
16714117 221057.82 100.00 PMI '100039243832077779
16990051 261250.00 80.00 No MI '100208808000014914
16984993 588750.00 75.00 Republic MIC '100022408296680637
17000396 172792.00 80.00 No MI '100057400003182526
17051952 439673.45 80.00 No MI '100234400000179588
16963141 76000.00 80.00 No MI '100169900600024919
17051958 275999.00 80.00 No MI '100127800005093637
16970437 216000.00 80.00 No MI '100216100000297172
17011238 99999.06 80.00 No MI '100015902107170563
17055510 503750.00 65.00 No MI '100022408298241206
17055513 476000.00 80.00 No MI '100022408298305530
17055515 344000.00 80.00 No MI '100022408298612547
16845840 34957.45 70.00 No MI '100255314190320635
16980549 240000.00 75.00 No MI '100063100082082553
16840048 251246.00 95.00 United Guaranty '100390930401842715
16965244 417000.00 79.43 No MI '100146900008113718
17066369 309400.00 70.00 No MI '100289400000069650
16840051 376000.00 80.00 No MI '100390930401839273
17057623 279350.00 80.00 No MI '100031458007020408
16991411 220000.00 100.00 PMI '100028510001238413
16991414 600877.11 100.00 PMI '100407010001221296
16980566 279900.00 79.99 No MI '100031463007010177
16981298 250750.00 80.00 No MI '100108300777400113
16731524 279901.54 80.00 No MI '100196368001107567
17057630 264000.00 80.00 No MI '100031458007020200
16857453 86800.00 70.00 No MI '100022100181674375
17012639 245100.00 79.99 No MI '100031458006123088
16991430 94964.52 69.98 No MI '100022408297037217
16838598 216500.00 80.00 No MI '100022100181005299
17077251 56186.70 75.00 No MI '100039243163155731
16995002 216000.00 80.00 No MI '100031458007011654
17077259 218000.00 80.00 No MI '100028510001283955
16857478 178939.77 70.00 No MI
17075803 417000.00 73.81 No MI '100146001306935835
17075805 296000.00 80.00 No MI '100028510001292709
16995014 380000.00 46.34 No MI '100399600000145684
16991454 152800.00 80.00 No MI '100015904000136485
16991455 83600.00 80.00 No MI '100424401479251361
16991456 304800.00 80.00 No MI '100015902236033047
17004654 253600.00 80.00 No MI '100418207010000292
17012675 212000.00 80.00 No MI '100070707020110667
16708244 247167.75 80.00 No MI '100031700003533441
16803744 166849.79 89.99 Republic MIC '100195910003705061
17027575 296000.00 80.00 No MI '100289400000066995
16852823 101250.00 75.00 No MI '100183300000368747
16819371 264000.00 59.73 No MI '100022407999863722
16852827 179350.00 80.00 No MI '100183300000368614
16844808 239992.00 80.00 No MI '100057400003149962
16672847 160000.00 80.00 No MI '100204100000813394
16819377 470320.40 80.00 Republic MIC '100022408293987084
16979480 129951.33 95.00 PMI '100242400000158921
17005000 220325.00 80.00 No MI '100057400002891622
17005002 183999.47 80.00 No MI '100392492100003949
17027580 562400.00 80.00 Republic MIC '100223600000276614
16844812 238225.99 80.00 No MI '100057400002888149
16846271 169520.00 80.00 No MI '100057400003142090
17034876 257550.00 79.99 No MI '100351000183252090
16846274 166672.00 80.00 No MI '100057400003149954
16819384 243999.16 80.00 No MI '100022408294297350
16819386 280250.00 74.99 No MI '100022410829430008
16819387 183450.00 74.98 No MI '100022408294345696
16798786 214468.21 56.58 No MI '100289400000061418
17005017 300000.00 78.95 No MI '100289400000066821
17077047 448000.00 80.00 No MI '100022408299198058
16790921 141600.00 80.00 No MI '100015904000253058
16798237 241500.00 75.00 No MI '100031700003565195
17014731 173800.00 74.99 No MI '100229900586121182
16973931 236025.00 75.00 No MI '100031432006122523
16778645 247450.00 88.38 GE Capital MI '100022100179829197
16847987 125150.00 79.48 No MI '100140200061202847
16847988 223200.00 80.00 No MI '100420200000158390
17014741 416750.00 79.99 No MI '100208808000014450
17014749 433897.32 93.55 Republic MIC '100022408295975908
16807276 97554.54 78.96 No MI '100031700003575293
17075794 476800.00 80.00 No MI '100028510001278468
16973943 284000.00 80.00 No MI '100289400000065328
16973944 280000.00 80.00 No MI '100022408295580127
16847990 199562.96 80.00 No MI '100060806120076711
16798257 241500.00 75.00 No MI '100031700003564859
17014750 168000.00 80.00 No MI '100234400000177970
17014752 493000.00 78.25 Republic MIC '100022408296634527
17078636 392000.00 80.00 No MI '100315100145014219
16973954 140000.00 62.22 No MI '100073500011943965
16839985 130257.53 70.00 No MI '100114700000299673
16859589 154400.00 80.00 No MI '100031700003603848
17060524 660000.00 80.00 No MI '100079600400701901
17060527 272000.00 80.00 No MI '100079600400617693
16852325 150000.00 75.00 No MI '100183300000369984
17014767 334400.00 80.00 No MI '100022408297440619
16798270 167632.91 80.00 No MI '100146001302380333
16813859 444000.00 80.00 No MI '100219306115040483
16719089 975000.00 75.00 No MI '100414030000035720
16973964 384950.00 79.99 No MI '100208808000014187
16839991 154684.68 98.73 Republic MIC '100098500040307191
17000219 201600.00 80.00 No MI '100234400000176592
17060530 447992.00 80.00 No MI '100079600400618683
17060531 468000.00 80.00 No MI '100079600600603683
16852970 296000.00 80.00 No MI '100369300061211287
16852971 110159.79 79.42 No MI '100031700003600190
16849248 177600.00 80.00 No MI '100114200000282340
16970910 347999.50 80.00 No MI '100424710006024335
16970913 975000.00 65.00 No MI '100255500000051051
17060533 208000.00 80.00 No MI '100079600400701638
17066322 138671.93 80.00 No MI '100056352860807011
17055470 140000.00 77.78 No MI '100022408295397191
17055471 312000.00 80.00 No MI '100022408296206136
17055472 288000.00 77.84 No MI '100022408296296533
16980512 229500.00 79.99 No MI '100188101000107886
17055475 208000.00 79.69 No MI '100022408296889519
16839250 123276.58 100.00 PMI '100039291758917544
17055478 244000.00 73.94 No MI '100022408297573336
17043895 306296.00 80.00 No MI '100015901264007816
16839257 220000.00 80.00 No MI '100137307010040379
17008989 149482.32 80.00 No MI '100234400000177186
16835695 276000.00 80.00 No MI '100289400000062614
17022052 202000.00 80.00 No MI '100031458027010041
17022059 248000.00 80.00 No MI '100031458007013460
17055481 235800.00 75.82 No MI '100418207020000837
16965214 209842.89 100.00 PMI '100209500100309653
16839260 273050.00 80.00 No MI '100057400003100379
17066339 227544.00 80.00 No MI '100015901129233367
17027865 351000.00 79.77 No MI '100060807020081082
16970658 208000.00 80.00 No MI '100039251747870782
17055489 273500.00 79.99 No MI '100229900587020607
17027868 300000.00 60.00 No MI '100098500040327033
16839266 275498.00 80.00 No MI '100057400002945055
16674597 895999.68 80.00 No MI '100015902236031124
17066344 204000.00 79.69 Republic MIC
17027870 255961.83 80.00 No MI '100242400000166791
17066346 786288.54 68.43 No MI '100022408296762286
16857412 199920.00 80.00 No MI '100031700003600109
17066348 848734.40 68.00 No MI '100022408297628171
17066349 172700.00 79.96 No MI '100022408297868058
17027875 400000.00 80.00 No MI '100289400000068215
16826966 173000.00 78.64 No MI '100400200000104950
16978731 264000.00 80.00 No MI '100232600000076674
16835398 174715.77 80.00 No MI '100015904000280309
16978736 130700.00 79.98 No MI '100140200070100982
16844471 385000.00 79.55 No MI
16835723 275481.75 75.00 No MI '100022100180974446
16729372 62997.15 75.00 No MI '100114700000287389
17088933 199500.00 95.00 Republic MIC '100378000110031921
16729377 556150.00 80.00 No MI '100059600078364630
17066351 2000000.00 51.35 No MI '100022408297963800
17066352 340000.00 80.00 No MI '100022408299485117
17066353 818000.00 68.17 No MI '100022408299547080
16852816 162596.51 79.98 No MI '100183300000369018
16819364 186737.33 80.00 No MI '100022407994001906
17013019 106000.00 31.56 No MI '100057400003181635
16973920 367973.32 72.87 No MI '100022408296821041
17075773 241600.00 80.00 No MI '100028510001284946
17066316 140331.34 95.00 PMI '100056340561212011
17066317 106895.76 80.00 No MI '100056340561102006
16845802 728000.00 80.00 Republic MIC '100015902233207537
17048177 118800.00 80.00 No MI '100099230702120000
16981235 205600.00 80.00 No MI '100219307015044237
17043885 256000.00 80.00 No MI '100015904000531743
17027847 183200.00 80.00 No MI '100057400002908293
16970384 138400.00 80.00 No MI '100251800000043593
17022044 480000.00 80.00 Republic MIC '100046900000653118
17011194 256556.29 80.00 No MI '100057400003082379
16813805 155250.00 45.00 No MI '100183300000367632
16973915 188729.76 65.52 No MI '100184624161211019
16798227 241500.00 75.00 No MI '100031700003564875
16798228 53328.94 80.00 No MI '100251800000043247
17014720 308580.00 80.00 No MI '100061600000041344
17014728 560000.00 80.00 No MI '100015902048407413
17014729 248000.00 80.00 No MI '100015902107205583
17043851 580800.00 80.00 Republic MIC '100015901294105770
17043852 473600.00 80.00 No MI '100015904000246177
16981205 378400.00 80.00 No MI '100291300000610964
16839219 489900.00 80.00 No MI '100108300776400833
16809499 199949.27 81.67 Republic MIC '100057400002739508
17022012 157400.00 74.99 No MI '100229900587010392
17022018 248000.00 80.00 No MI '100060807020082213
17011169 114800.00 80.00 No MI '100057400003023167
16963072 151200.00 80.00 No MI '100424710306001256
16826913 356000.00 80.00 No MI '100212504000386360
16770788 168518.23 96.57 Republic MIC '100199300006406394
16968880 56000.00 80.00 No MI '100098500040318925
17002422 550979.00 80.00 No MI '100057400003177203
17011172 169902.19 100.00 PMI '100053607020048134
17022028 123840.61 80.00 No MI '100209500100311147
16826924 232320.00 80.00 No MI '100127800005079321
16780918 160540.00 81.91 Republic MIC '100070706110105662
16839193 280000.00 80.00 No MI '100127800005075196
16693393 66532.46 90.00 PMI '100212504000362510
16981187 315700.00 79.99 No MI '100108300777290076
16839194 690550.00 80.00 No MI '100140200060210510
17077123 215032.12 80.00 No MI '100022408299860061
16857340 346750.00 95.00 Radian Guaranty '100065500000270735
16857343 238715.31 80.00 No MI '100209500100309596
16980464 252500.00 79.99 No MI '100108300776379169
16980465 115720.00 80.00 No MI '100307100000181582
16980466 1120000.00 70.00 No MI '100256420061200324
16980467 372000.00 80.00 No MI '100169900154004663
17043838 346745.00 63.42 No MI '100015901343083986
17043839 193220.00 80.00 No MI '100015904000444178
16835637 631376.26 80.00 Republic MIC '100289400000057846
16775049 212000.00 80.00 No MI '100219306115040368
16968851 214912.00 80.00 No MI '100214190701100017
17011147 558959.89 80.00 Republic MIC '100057400002859371
17000293 160000.00 80.00 No MI '100237600000078774
17043840 250206.00 95.00 Republic MIC '100015902023191198
17043845 269600.00 80.00 No MI '100015902832007460
17043848 162791.00 80.00 No MI '100015904000347041
16963056 340800.00 80.00 No MI '100229900447010053
17011152 165432.00 80.00 No MI '100057400003172139
17011153 164791.99 80.00 No MI '100057400003081546
17011154 716060.00 80.00 Republic MIC '100057400002963660
17048035 175500.00 90.00 GE Capital MI '100060807020082148
16819503 284000.00 80.00 No MI '100127800005068936
16844299 169913.63 75.00 No MI '100114700000300257
16968763 345896.00 80.00 No MI '100015901294104336
16968764 219200.00 80.00 No MI '100015902328203441
17011057 172000.00 80.00 No MI '100188601000155009
17056066 512000.00 80.00 No MI '100031700003658065
16770670 139011.67 80.00 No MI '100022407998181787
17027719 240000.00 80.00 No MI '100031700003630783
16823976 211200.00 80.00 No MI '100127800005068837
16809397 303916.08 80.00 No MI '100022408294694432
16968777 642944.00 80.00 Republic MIC '100057400002781922
16801406 92000.00 80.00 No MI '100719306125042545
17056076 296352.00 80.00 No MI '100057400002918607
16978904 288000.00 80.00 No MI '100291300000614701
16978905 152000.00 80.00 No MI '100031700003598667
16994945 366700.00 80.00 No MI '100031458006112107
17002323 101400.00 79.97 No MI '100065500000273820
16981122 335200.00 80.00 No MI '100315100145012684
17056083 228000.00 80.00 No MI '100272900000062901
17048065 179650.00 79.98 No MI '100208808000015234
16981127 299150.00 80.00 No MI '100108300777290050
16823994 179000.00 100.00 Republic MIC '100251800000043007
16681758 96541.83 74.75 No MI '100134200000011208
17088783 476000.00 85.00 Republic MIC '100071907010123642
16994950 154400.00 80.00 No MI '100015904000308571
16994954 159040.00 80.00 No MI '100015902023199456
16994956 237500.00 80.00 No MI '100031458006122007
16968795 187992.00 80.00 No MI '100015901006304505
16994959 218150.00 79.99 No MI '100031458006122064
17011088 344000.00 80.00 No MI '100015904000348544
16981130 508000.00 80.00 No MI '100291300000612168
16405824 308720.00 80.00 No MI '100039230384573529
16845704 408000.00 80.00 No MI '100022408294055188
16681760 182956.00 80.00 No MI '100127800005057863
16826835 228000.00 80.00 No MI '100418200200609857
16686057 156800.00 80.00 No MI '100212504000327711
17088791 200000.00 47.62 No MI '100000100210067217
16994961 110650.00 80.00 No MI '100031458006122932
16994965 296000.00 80.00 No MI '100031458007010128
16798946 405000.00 75.00 No MI '100241430006090142
16994969 79999.18 80.00 No MI '100031458007010144
17021217 240000.00 80.00 No MI '100297130701310109
17027755 189600.00 80.00 No MI '100060807020081363
16981145 240000.00 80.00 No MI '100214190701120015
17048087 88763.11 37.24 No MI '100187100511457260
16835593 276000.00 80.00 No MI '100297130612080056
16994973 206400.00 80.00 No MI '100031458007010177
17002357 297098.61 94.44 Republic MIC '100272407010982276
16981150 152720.00 80.00 No MI '100234400000178176
17027761 411618.41 80.00 No MI '100311300070112020
16981151 233520.00 80.00 No MI '100234400000177830
16980424 194400.00 80.00 No MI '100051700218493360
16826857 367952.17 80.00 No MI '100297130612070065
16978940 176000.00 80.00 No MI '100031700003604952
16994981 308000.00 80.00 No MI '100031458007010359
16994984 271200.00 80.00 No MI '100031458007010797
16965122 128000.00 80.00 No MI '100366300070100383
16980434 175792.14 80.00 No MI '100199300006417466
16845732 461600.00 79.99 Republic MIC '100208808000012363
17027776 268000.00 80.00 No MI '100031700003639586
16994993 284000.00 80.00 No MI '100031458007010813
16978956 296000.00 80.00 No MI '100031700003607773
16994996 125838.75 75.00 No MI '100031458007010714
17077103 255805.20 80.00 No MI '100022408299244696
17077108 186150.00 80.00 No MI '100022408299286853
16980446 154700.00 70.00 No MI '100019980210000055
16980449 247900.00 80.00 No MI '100015904000215867
16981179 106800.00 80.00 No MI '100031700003612419
17077114 417000.00 70.08 No MI '100022408299303377
17077117 728356.82 60.75 No MI '100022408299669439
16845750 220486.10 75.24 No MI '100015904000247027
16965147 270430.00 79.98 No MI '100015902063085805
16965148 399960.00 79.99 No MI '100242400000150944
16809334 157000.00 48.31 No MI '100223400000073354
17088703 95050.00 80.00 No MI '100031458007012603
17088705 132700.00 79.99 No MI '100031458007011886
16788731 280000.00 80.00 No MI '100126300000189267
17078587 84000.00 80.00 No MI '100031432007022284
17011007 267300.00 79.99 No MI '100031458006112941
16835501 222800.00 78.18 No MI '100418200200607950
16823920 692150.00 80.00 Republic MIC '100022408294261323
17088712 256000.00 80.00 No MI '100031458007020325
17088714 136000.00 80.00 No MI '100031458007012942
17088717 264000.00 80.00 No MI '100031458007021042
16984761 167250.00 75.00 No MI '100146001304680854
17048000 271771.48 80.00 No MI '100022408297537703
17048001 552000.00 80.00 No MI '100022408297981612
17048004 124804.37 73.59 No MI '100022408298238756
17048007 417000.00 78.98 No MI '100022408298807477
16770632 903204.00 70.00 No MI '100047131360900357
17088720 348000.00 80.00 No MI '100031458007020788
16823933 415200.00 80.00 No MI '100022408295511155
16968731 188500.00 79.99 No MI '100140200060507659
16835522 928441.59 74.40 No MI '100261495814681916
16984780 272800.00 80.00 No MI '100212504000399843
16968744 165000.00 75.00 No MI '100075120040136636
16968745 172000.00 80.00 No MI '100251800000044419
16788765 230000.00 60.85 No MI '100126300000186362
16968748 176000.00 80.00 No MI '100258920061003048
17000184 172500.00 75.00 No MI '100121700061202765
16809379 92000.00 80.00 No MI '100251800000041035
17000190 164000.00 80.00 No MI '100234400000176717
16984798 259200.00 80.00 No MI '100418207010000045
17048032 470000.00 100.00 PMI '100206310006590841
17130514 499536.90 56.82 No MI
17130515 279999.33 80.00 No MI '100022408299517844
17130517 267550.00 80.00 No MI '100022408298854040
16803652 1110000.00 60.00 No MI '100022407998883622
17057594 117826.71 90.00 PMI
16856686 243200.00 78.45 No MI '100183300000364076
17130522 415000.00 73.45 No MI '100022408298865756
17130523 340000.00 80.00 No MI '100022408299148111
17021109 157600.00 80.00 No MI '100096000070131019
16968698 70000.00 61.95 No MI '100015904000336754
16981032 128000.00 80.00 No MI '100289400000065914
16978822 214320.00 80.00 No MI '100234400000177251
17088698 440000.00 80.00 Republic MIC '100071907020129191
16979556 400000.00 80.00 No MI '100385700009180470
16835499 216000.00 80.00 No MI '100234400000172401
16978833 234320.00 80.00 No MI '100234400000178473
16732004 176000.00 80.00 No MI '100057400003040989
16732007 348620.00 80.00 No MI '100057400003100189
16852911 212000.00 80.00 No MI '100237600000076349
16785034 41600.00 74.95 No MI '100212504000380751
16785035 133300.00 74.99 No MI '100031700003564529
16785038 49100.00 79.97 No MI '100212504000381239
16826755 108000.00 79.41 No MI '100229900586120192
16819466 74818.78 75.00 No MI '100251800000041340
17065411 238400.00 80.00 No MI '100051110000097645
16839079 237800.00 88.15 Republic MIC '100297130612080007
16978852 315920.00 80.00 No MI '100289400000065062
16979581 205600.00 80.00 No MI '100142000000267713
17021141 261000.00 90.00 GE Capital MI '100083300000017212
17002270 170400.00 79.63 No MI '100134001100173702
17077009 174400.00 80.00 No MI '100022408298221430
16849202 124000.00 80.00 No MI '100209500100309406
16729813 150000.00 40.00 No MI '100031700003523889
17027688 272450.00 79.99 No MI '100108300777010169
16845646 201181.04 79.84 No MI '100297130612040001
17077017 360000.00 80.00 No MI '100022408298757359
16981081 976500.00 70.00 No MI '100214190701020033
16981083 239999.91 80.00 No MI '100126300000203605
16819499 262500.00 75.00 No MI '100212001000250654
17021166 340200.00 90.00 GE Capital MI '100083300000016867
16980360 862500.00 75.00 No MI '100022100182174896
16978881 201530.70 80.00 No MI '100366300070100375
17005130 257280.00 80.00 No MI '100137307020041888
17021170 198750.00 75.00 No MI '100229900587010228
17021173 200000.00 80.00 No MI '100083300000017014
17021175 165000.00 100.00 Republic MIC '100075120040149753
17077034 301927.25 62.66 No MI '100022408299161726
16980376 199744.06 80.00 No MI '100022100182176461
16852967 295000.00 100.00 PMI '100130000000210642
16845677 344000.00 80.00 No MI '100079600400617305
17005144 168000.00 80.00 No MI '100246607011700048
17077041 376000.00 80.00 No MI '100022408299184421
17078561 113600.00 80.00 No MI '100028510001275472
16813777 80361.24 95.00 PMI '100234400000171874
16984736 183750.00 75.00 No MI '100137307010041575
16973887 295999.99 80.00 No MI '100022408296299719
17000137 323856.00 80.00 No MI '100015904000303879
17014697 463120.00 80.00 No MI '100289400000067076
17000141 320000.00 80.00 No MI '100015904000257034
16973898 164000.00 80.00 No MI '100005550612007570
17000148 488700.00 80.00 No MI '100229900586120424
16991394 128000.00 100.00 PMI '100028510001258973
16856694 440000.00 80.00 No MI '100183300000369463
16856697 62735.08 90.00 PMI '100015904000135198
17075755 364000.00 80.00 No MI '100028510001292279
16859537 103756.51 79.98 No MI '100098500040318438
16853005 127000.00 79.88 No MI '100028510001250699
16714741 157028.02 90.00 Republic MIC '100390930401640838
17088700 409200.00 75.00 No MI '100031458007020481
17057561 383900.00 80.00 No MI '100229900447010251
16849364 724800.00 80.00 Republic MIC '100046900000613716
16847908 308000.00 80.00 No MI '100242400000154458
16856656 164700.00 79.99 No MI '100059600087966664
16856661 105000.00 70.00 No MI '100031700003601206
16857392 480000.00 80.00 Republic MIC '100015902236031918
17057579 440000.00 80.00 No MI '100291300000615146
16857396 264000.00 80.00 No MI '100212504000393457
16856667 336000.00 80.00 No MI '100127800005079834
16803648 396000.00 80.00 No MI '100022408295439886
16859509 498379.23 80.00 No MI '100212002000061414
16849387 179665.20 80.00 No MI '100060807010077488
16798836 211488.38 80.00 No MI '100030200028018123
16978813 125850.00 74.98 No MI '100272900000057257
16771251 118400.00 80.00 No MI '100031700003554470
16809248 1120000.00 70.00 No MI '100022407998578073
16852179 282939.88 80.00 No MI '100297130612140124
16984662 299943.75 80.00 No MI '100234400000175321
16809250 179599.55 79.98 No MI '100022408293721996
16809254 612000.00 80.00 Republic MIC '100022408293810237
16823836 276000.00 80.00 No MI '100031700003574205
16984672 435442.05 80.00 Republic MIC '100031700003602840
16852192 764000.00 80.00 No MI '100255314181420469
16968646 70000.00 60.61 No MI '100015904000336937
16835432 222800.00 79.57 No MI '100418200200607992
16809277 450000.00 100.00 Triad Guaranty '100400200000104067
17027602 224833.02 74.01 No MI '100031700003644453
16819400 535980.00 80.00 No MI '100022408294630030
16819409 107900.00 74.98 No MI '100098500040312704
16979514 232000.00 80.00 No MI '100424710206000853
16968663 203409.00 90.00 GE Capital MI '100015901371266768
16968669 215671.52 80.00 No MI '100234400000175115
17027614 163120.00 80.00 No MI '100234400000177947
16826700 257600.00 80.00 No MI '100212504000385933
16981007 210000.00 100.00 PMI '100234400000178218
16981009 407200.00 80.00 No MI '100129810013034356
16770578 248000.00 80.00 No MI '100418200200608826
16728385 440000.00 94.83 Republic MIC '100212504000372782
17002220 412000.00 80.00 No MI '100268700182642918
17027639 348000.00 80.00 No MI '100079600400701570
17055992 354000.00 84.89 Republic MIC '100272407021991969
17047978 308320.00 80.00 No MI '100255314190322953
16851417 58381.46 90.00 GE Capital MI
16973783 320000.00 80.00 No MI '100031458006123120
16973784 171968.02 76.89 No MI '100019977110002124
16778496 347919.97 80.00 No MI '100127800005071302
17033420 629200.00 75.81 Republic MIC '100022408297437409
17033428 1000000.00 66.67 No MI '100022408298473163
16680158 225000.00 75.00 Republic MIC '100246100006692966
16973755 101120.41 75.00 No MI '100289400000065096
16981776 118951.31 80.00 No MI '100255314190320890
16973759 338299.61 80.00 No MI '100031458006120787
17033430 184000.00 80.00 No MI '100022408297611441
16962980 288000.00 80.00 No MI '100137307020042480
16839867 388000.00 80.00 No MI '100123500000109362
17021939 153600.00 80.00 No MI '100015904000330328
16839870 163200.00 80.00 No MI '100153270000087181
16847891 572000.00 80.00 No MI '100420200000160842
16859474 588000.00 80.00 No MI '100195910003802900
17021940 103900.00 78.12 No MI '100015904000442099
17021947 293550.00 75.00 No MI '100234400000178317
16813745 184000.00 80.00 No MI '100251800000041860
17059573 256000.00 80.00 No MI '100237700007010984
16859390 227000.00 100.00 Republic MIC '100178020060951672
16981783 308000.00 80.00 No MI '100184698170111055
17047998 400000.00 59.70 No MI '100022408296267351
16852228 200000.00 80.00 No MI '100096000061220037
17021959 159887.07 80.00 No MI '100183300000375635
17078546 144800.00 80.00 No MI '100031432007021948
16973860 399999.67 80.00 No MI '100022408294305989
16859491 189000.00 71.67 No MI '100099210631227001
16973868 605600.00 80.00 No MI '100022408295234212
17000119 310943.40 77.75 No MI '100015902236032536
17014676 362300.00 80.00 No MI '100031458007012389
16984723 149520.00 80.00 No MI '100234400000177392
17000129 335920.00 80.00 No MI '100015901264012972
16851406 276000.00 80.00 No MI '100242400000156230
16718162 493000.00 79.52 Republic MIC '100022408293359862
17013849 269878.00 100.00 PMI '100188601000151859
17059581 172000.00 80.00 No MI '100031700003657034
16973779 211050.00 79.99 No MI '100031458006122536
16983122 103582.66 80.00 No MI '100022408294939521
16983127 315000.00 75.00 No MI '100255314181421376
17003601 133496.41 100.00 PMI '100039282399924767
17003605 211200.00 80.00 No MI '100039263358418231
17005064 360000.00 49.66 No MI '100031469007010000
16803427 380000.00 80.00 No MI '100022408293902786
16983131 404000.00 80.00 No MI '100022408294952319
16983133 460000.00 80.00 No MI
16983138 285300.00 76.90 No MI '100255314181423018
16970826 270000.00 75.00 No MI '100130000000212036
16849166 114499.00 73.87 No MI '100184698161206047
16704373 376252.00 80.00 No MI '100057400003053495
16856461 1174242.00 73.39 No MI '100183300000365677
16849171 139694.08 80.00 No MI '100184698161130098
16856463 138997.86 80.00 No MI '100031432006120592
16790858 334999.99 97.10 PMI '100020700226953163
16974407 66940.89 37.22 No MI '100060807010079799
16983159 324969.20 80.00 No MI '100057400003169937
16807012 154080.00 80.00 No MI '100022100180441073
17055933 302000.00 77.63 No MI '100073500011962379
16803457 251150.00 79.99 No MI '100031458006092879
17047918 490450.00 85.00 Republic MIC '100229330000224067
16775561 583658.29 80.00 Republic MIC '100054900506039761
17047919 50068.86 66.80 No MI '100437200702140028
16847734 349998.60 100.00 PMI '100031458006121223
16856483 120000.00 80.00 No MI '100183300000369109
16847738 130391.95 80.00 No MI '100114700000297669
16970859 255000.00 75.00 No MI '100130000000211657
16803463 261927.68 79.88 No MI '100022408294605438
16974422 268792.00 80.00 No MI '100125300029462761
17055944 519206.20 80.00 No MI '100190830000192201
16983172 150124.20 80.00 No MI '100022100182362574
16983173 266400.00 80.00 No MI '100255314190319900
16790885 412000.00 80.00 No MI '100051700218514645
16807037 279355.86 90.00 Republic MIC '100199300006414349
16803476 506300.00 80.00 No MI '100031458006103593
16803477 623050.00 80.00 No MI '100031458006103527
16774852 186158.97 73.68 No MI '100051700206977770
17010952 228000.00 95.00 PMI '100070707010110370
16813601 348950.00 79.99 No MI '100140200061105669
16833203 417000.00 78.69 No MI '100057400003043025
16803480 206750.00 79.98 No MI '100031458006110218
17047941 235250.00 80.00 No MI '100015902023190612
17055960 101700.00 90.00 Triad Guaranty '100020410001478812
16839743 560000.00 80.00 Republic MIC '100071200000422079
16833211 260968.00 80.00 No MI '100057400003133511
16680127 812500.00 47.79 No MI '100291300000610188
16803491 209250.00 80.00 No MI '100031458006111273
17047952 111928.00 80.00 No MI '100022100183340033
17075574 167112.00 80.00 No MI '100015901129229951
17075578 195120.00 80.00 No MI '100015901129331278
17033401 240000.00 80.00 No MI '100297130701170008
17010975 396400.00 80.00 No MI '100031458007011720
17010977 506300.00 80.00 Republic MIC '100031458007011373
17010978 248800.00 80.00 No MI '100418207010000417
17010979 111849.20 80.00 No MI '100031432007010107
16721855 148791.99 80.00 No MI '100057400003031236
16973730 214800.00 80.00 No MI '100400200000110627
17078419 251850.00 80.00 No MI '100031458007020747
16974463 252800.00 80.00 No MI '100424710307000018
16974467 101866.09 80.00 No MI '100255314190321542
17010980 312000.00 80.00 No MI '100070707010110420
16813635 350000.00 100.00 Triad Guaranty '100137306120038802
17078392 246142.28 79.99 No MI '100031458007010367
16965691 445206.00 80.00 No MI '100057400003148584
16851351 207180.98 80.00 No MI '100057400002918540
17033394 300000.00 80.00 No MI '100190825200106977
17052267 302950.00 100.00 PMI '100237600000820407
16968530 252000.00 80.00 No MI '100297130701230034
16835325 121937.21 80.00 No MI '100022100180934689
16823744 220200.00 79.98 No MI '100094600000474041
17042805 229500.00 90.00 Republic MIC '100259206120023147
16835335 512000.00 80.00 No MI '100289400000062242
16835338 288000.00 80.00 No MI '100437200612270014
16851382 169600.00 80.00 No MI '100427700006420754
16823769 156000.00 80.00 Republic MIC '100203000180795026
16968562 209500.00 79.99 No MI '100195910003869610
16846207 190400.00 80.00 No MI '100022100181276882
17002111 228192.00 80.00 No MI '100015904000356067
17034819 187072.34 80.00 No MI '100188601000158672
16835366 351192.60 80.00 No MI '100028510001184575
16978706 168000.00 78.14 No MI '100075120040146668
17002125 368000.00 80.00 No MI '100015904000419949
17002127 304362.00 80.00 No MI '100015904000411441
16819334 116926.00 80.00 No MI '100234400000171759
16846227 405000.00 90.00 PMI '100022100181278862
17002130 265000.00 66.25 No MI '100070707010110081
17002131 376000.00 79.16 No MI '100272900000055566
17002133 175000.00 66.04 No MI '100015904000407589
16968596 131813.08 80.00 No MI '100204100000850693
16846235 318400.00 80.00 No MI '100289400000063802
16661965 264000.00 80.00 No MI '100022100160946828
16979450 199744.06 80.00 No MI '100424710307000216
16978727 342400.00 80.00 No MI '100336300000000122
16826640 118000.00 80.00 No MI '100234400000172229
16729755 308000.00 80.00 No MI
17005054 464000.00 80.00 Republic MIC '100245700182754208
16844453 169913.63 75.00 No MI '100114700000300398
16684076 270103.64 87.84 MGIC
16692099 128000.00 80.00 No MI '100330710060003483
17011210 424000.00 80.00 Republic MIC '100203000182833254
15999358 174142.00 80.00 No MI '100062500080425970
17011215 993750.00 75.00 No MI '100242400000164770
17000363 341890.86 87.69 Republic MIC '100212002000061695
17051931 372000.00 80.00 No MI '100195100000803388
16835712 380389.02 63.95 No MI '100022408294654998
16963125 164400.00 80.00 No MI '100028510001266968
16970417 424000.00 80.00 No MI '100234400000175529
17051831 625000.00 60.98 No MI '100022408298373702
17051833 462679.86 61.80 No MI '100022408298473833
17051835 257580.00 80.00 No MI '100022408298617009
17060584 57925.73 90.00 PMI '100272407021490681
17051839 342925.54 60.00 No MI '100022408298906451
16852388 93417.53 78.88 No MI '100194006120116950
16968833 340000.00 80.00 No MI '100214107010300120
16968834 399920.00 80.00 No MI '100214107010200072
16968835 136000.00 80.00 No MI '100199300006420916
17011127 192222.00 80.00 No MI '100057400002814970
16984974 260000.00 80.00 No MI '100031463007010300
17003204 280300.00 80.00 No MI '100140200060608200
17000370 229550.00 99.97 PMI '100423900900019439
17003209 93856.52 80.00 No MI '100022100182667915
17048210 319200.00 80.00 No MI '100369300070113698
17055507 292750.00 79.99 No MI '100022408297918176
17060691 519684.98 80.00 No MI '100046900000664677
16835720 199300.00 79.95 No MI '100140200060510646
16970423 440000.00 80.00 No MI '100234400000175594
17021279 228000.00 80.00 No MI '100369300070112542
16849330 427500.00 75.00 No MI '100204100000844472
16965161 159800.00 80.00 No MI '100169900600024448
16965162 120000.00 67.42 No MI '100113800000919196
16980476 143841.65 80.00 No MI '100015902023201179
16980478 155920.00 80.00 No MI '100015902023199993
16965171 62320.00 80.00 No MI '100289400000061434
16849356 121695.91 80.00 No MI '100022100181396672
17011115 246400.00 80.00 No MI '100418207010000474
17033468 58468.86 90.00 PMI '100204100000860361
16968600 251850.00 79.99 No MI '100031458006122544
16809229 304000.00 80.00 No MI '100127800005067847
16984647 172000.00 80.00 No MI '100229900587010236
17078486 202980.00 80.00 No MI '100028510001292691
16984654 400000.00 80.00 No MI '100234400000175883
16970655 160800.00 80.00 No MI '100199300006416237
16990258 211872.97 80.00 No MI '100208808000014138
16859110 599991.15 80.00 Republic MIC '100022408294832925
16991848 240000.00 80.00 No MI '100015904000237366
16835304 591200.00 80.00 No MI '100151600612110009
16731942 240800.00 80.00 No MI '100127800005066716
16851337 96000.00 80.00 No MI '100031700003533474
16731945 331898.00 80.00 No MI '100390930401815828
17033376 98730.26 80.00 No MI '100251800000046448
16974385 265196.00 80.00 No MI '100057400003166800
16784927 152505.67 80.00 No MI '100212504000379050
16974388 284000.00 80.00 No MI '100297130701050010
17113525 285000.00 61.96 No MI '100079600400701612
17013735 166400.00 80.00 No MI '100127800005090385
16991806 392000.00 80.00 No MI '100022408297106715
17013741 411900.00 80.00 No MI '100098500040326043
17013746 559960.00 80.00 No MI '100369300061210719
16991812 135600.00 80.00 No MI '100022408297357474
16985253 128000.00 36.06 No MI
16991817 207100.00 79.99 No MI '100031700003621873
17033358 417422.79 95.00 Republic MIC '100261495250083627
17078372 89944.05 75.00 No MI '100031432007012426
16968502 189485.00 80.00 No MI '100015901231066127
16985271 239992.00 80.00 No MI '100057400003154640
16968506 156400.00 80.00 No MI '100015902358015210
16776942 425600.00 80.00 Republic MIC '100013700063253056
16968508 1331250.00 75.00 No MI '100127500000106596
16838990 624000.00 80.00 No MI '100169900600024794
16980984 108750.00 75.00 No MI '100031442406120142
17009310 351340.30 95.00 Republic MIC '100031700003623143
17009314 450000.00 67.37 Republic MIC '100031700003620990
16859293 276000.00 80.00 No MI '100183300000362971
17052212 171941.05 80.00 No MI '100060807020082288
16983106 159959.50 80.00 No MI '100022408297133362
16983107 199920.00 80.00 No MI '100255314181422101
16856426 198798.00 80.00 No MI
16852868 466400.00 80.00 Republic MIC '100099210611300026
16978791 200000.00 80.00 No MI '100199300007422416
17005040 277189.00 80.00 No MI '100057400003178904
17005049 336000.00 80.00 No MI '100146001305959117
16983115 164502.99 79.71 No MI '100022408294268765
16970803 374000.00 79.99 No MI '100125300029241090
16983117 280000.00 80.00 No MI '100255314190318910
16844852 134899.21 80.00 No MI '100031700003590896
17042477 999950.00 58.82 No MI '100022100183263979
17042479 303200.00 80.00 No MI '100015904000194765
16706864 300000.00 80.00 No MI '100424720006003205
17053331 280000.00 80.00 No MI '100183300000374406
17060621 109600.00 80.00 No MI '100065500000278449
17053334 417000.00 79.43 No MI '100183300000376997
17042480 171500.00 87.06 Republic MIC '100015902023214420
17060625 330000.00 57.39 No MI '100079600230700164
17042481 241528.27 80.00 No MI '100015901200064343
16965610 260000.00 80.00 No MI '100031458006121983
16980921 152344.07 80.00 No MI '100234400000176246
16985214 380000.00 80.00 No MI '100031458006121413
16778341 512000.00 80.00 Republic MIC '100293000179798735
17060626 404000.00 80.00 No MI '100079600400701034
16844406 521700.00 79.99 No MI '100140200060301855
17042489 233600.00 80.00 No MI '100015904000494694
17014868 1123875.00 75.00 No MI '100022100182961789
17078743 276000.00 80.00 No MI '100031458007021141
16813959 206500.00 70.00 No MI '100437200701020015
16979089 650000.00 73.78 Republic MIC '100374120701050009
17060633 222000.00 63.43 No MI '100079600610604861
17060637 62300.00 70.00 No MI '100108300777210124
17034474 331850.00 74.99 No MI '100127800005008098
17014872 246238.82 80.00 No MI '100146001307499062
17014873 244000.00 80.00 No MI '100418207020000548
16788904 281776.00 80.00 No MI '100057400002928556
16979098 163120.00 80.00 No MI '100234400000177350
17014881 112500.00 75.00 No MI '100212504000407562
16813975 143520.00 80.00 No MI '100219306115040947
16813978 416000.00 80.00 No MI '100022408295742982
17053361 304044.00 80.00 No MI '100015901215119546
17051908 168000.00 80.00 No MI '100070707020112077
17051909 288092.00 80.00 No MI '100062500080835772
16791136 132000.00 80.00 No MI '100031700003562713
16848004 702300.00 80.00 Republic MIC '100208808000012876
17053375 293592.00 80.00 No MI '100055507020085706
16844442 687068.17 75.00 Republic MIC '100022408294413015
16963107 219999.22 80.00 No MI '100185100701160098
16798789 177920.00 80.00 No MI '100031700003567415
17055885 320000.00 44.76 No MI '100256420070104087
16980925 137592.00 80.00 No MI '100231200000027529
16965618 163862.22 80.79 Republic MIC '100060807020080902
16839664 760000.00 80.00 No MI '100039291574332407
17013717 256720.00 80.00 No MI '100289400000067100
16814269 232000.00 80.00 No MI '100031700003579097
16985224 332000.00 80.00 No MI '100031458007010532
16985226 312000.00 80.00 No MI '100031458007010417
16846280 283994.78 80.00 No MI '100420200000159562
17034887 203859.61 80.00 No MI '100199105110063613
16849118 154461.76 80.00 No MI '100178020061000230
17027599 224833.02 74.01 No MI '100031700003644446
16819394 650000.00 74.29 Republic MIC '100022408294545782
16849124 76414.16 75.00 No MI '100108300776212592
16790805 159400.00 100.00 PMI '100212504000380819
16844838 239000.00 94.98 United Guaranty '100031700003585466
16718886 159199.95 80.00 No MI '100031700003532286
17021075 171400.00 69.99 No MI '100183300000374612
17065354 500000.00 62.50 No MI '100046900000656715
16847691 392000.00 80.00 No MI '100169900600023333
16814271 311250.00 75.00 No MI '100031205907937763
16838950 246398.33 80.00 No MI '100418200200611192
17059469 1330000.00 70.00 No MI '100022100183597525
17042473 233075.00 80.00 No MI '100015901029253051
17034455 504000.00 80.00 Republic MIC '100203000183209942
17034456 504000.00 80.00 Republic MIC '100203000183210007
17042476 178924.00 80.00 No MI '100015901129235222
16798348 376000.00 80.00 No MI '100127800005066617
16767893 201000.00 69.31 No MI '100418200200607349
17053313 551200.00 80.00 No MI '100079600400701968
17034441 166000.00 63.60 No MI '100288200712544110
17042461 264000.00 80.00 No MI '100015904000417224
17042462 204750.00 90.00 Republic MIC '100015904000253769
17042463 207040.00 80.00 No MI '100022100183262567
17042465 182541.60 63.45 No MI '100015904000418420
17042467 256500.00 90.00 GE Capital MI '100015904000440135
17034449 490000.00 70.00 Republic MIC '100203000183209371
17042469 241459.00 80.00 No MI '100015901129242541
16813936 400000.00 80.00 No MI '100127800005077309
17042470 416000.00 80.00 No MI '100015904000474662
17042471 217750.00 65.00 No MI '100015904000536478
17042472 87120.00 80.00 No MI '100015904000415806
17016298 79800.00 70.00 No MI '100016900061616240
17016299 153500.00 80.00 No MI '100016910002471282
16707010 104000.00 80.00 No MI '100212504000367097
16650154 196000.00 80.00 No MI '100086600210065407
16974204 417000.00 73.16 No MI '100022408295201120
17016274 244000.00 80.00 No MI '100169900020023970
17014819 398301.88 80.00 No MI '100307100000186227
16853107 149296.51 90.00 GE Capital MI '100139402000037325
17016278 239686.00 80.00 No MI '100015901006303135
17016279 280958.00 80.00 No MI '100015904000301980
16798321 360000.00 80.00 No MI '100022408293132145
16778721 280000.00 80.00 No MI '100031700003561426
16798328 334000.00 80.00 No MI '100022408294695835
17016285 215541.00 90.00 Republic MIC '100015901006304950
17016286 68800.00 80.00 No MI '100015904000413926
16859651 375440.16 80.00 No MI '100311300061206294
17033703 179132.00 80.00 No MI '100057400003179886
17033709 209112.00 80.00 No MI '100057400002940528
17042458 184728.00 80.00 No MI '100015901012225256
16680436 191000.00 68.46 No MI '100031210207763232
16859105 171200.00 80.00 No MI '100169900154004564
16990246 196000.00 80.00 No MI '100392492100003899
16809762 398037.07 75.00 No MI '100060806120074906
17003416 84250.00 73.26 No MI '100206310006573417
17065195 530200.00 79.64 No MI '100108300777400402
16990235 209600.00 79.70 No MI '100418207010000110
16809770 112160.28 75.00 No MI '100130000000206491
16835936 178220.00 80.00 No MI '100188601000126745
16851976 234400.00 80.00 No MI '100183300000365628
17065181 199920.00 80.00 No MI '100234400000179208
17065156 624000.00 78.00 Republic MIC '100022408296539379
17065157 464000.00 80.00 Republic MIC '100022408297044189
16790614 486332.22 80.00 No MI '100057400003053248
16775311 526820.88 72.29 Republic MIC '100073500011896767
17065169 256000.00 80.00 No MI '100022100183663103
16963317 322400.00 80.00 No MI '100123500000109628
16809742 139678.33 80.00 No MI '100031700003567142
16611653 276000.00 80.00 No MI '100400200000067199
17065155 552000.00 80.00 No MI '100022408298960318
17065135 292000.00 80.00 No MI '100022408298676278
17034680 254339.00 80.00 No MI '100015901343095873
17065137 390000.00 80.00 No MI '100022408298828473
17060850 432000.00 80.00 No MI '100174500000243466
16853358 356000.00 80.00 No MI '100272900000055749
17065120 549000.00 75.00 Republic MIC '100022408297355346
17042690 279200.00 80.00 No MI '100127800005098503
17034672 464800.00 80.00 Republic MIC '100015904000487151
16844612 185600.00 80.00 No MI '100031700003585771
17034676 224000.00 80.00 No MI '100015904000546774
16672655 216000.00 80.00 No MI '100060677002609626
16853366 170482.00 80.00 No MI '100307100000173928
16979298 177600.00 80.00 No MI '100199300006421278
17065132 439299.99 79.99 Republic MIC '100022408297865203
17016494 382500.00 75.00 No MI '100237600000820886
16853324 136000.00 51.91 No MI '100054900506040629
16684208 353000.00 79.98 No MI '100022407999264699
16979263 252000.00 80.00 No MI '100297130701300035
17060814 177834.72 80.00 No MI '100174500000233137
17034651 453640.00 80.00 Republic MIC '100015904000062095
17034652 228000.00 80.00 No MI '100255314181422515
16853342 200000.00 100.00 PMI '100039256577328231
16781172 98625.00 75.00 No MI '100272406111567903
17042679 151410.56 94.31 Republic MIC '100272407020288219
16781176 171642.55 80.00 No MI '100031700003563224
16806859 827999.70 80.00 No MI '100085300000177196
17065119 734999.50 43.75 No MI '100022408295551375
17042682 396000.00 80.00 No MI '100315600007011864
16767346 245000.00 64.47 No MI '100386100002510790
16764908 959200.00 80.00 No MI '100386100002506368
16772805 127625.86 80.00 No MI '100461010046135512
16764992 56000.00 80.00 No MI '100386100002507713
16765008 325265.39 80.00 No MI '100386100002507937
16775731 169628.53 100.00 PMI '100386100002517878
16767392 1860000.00 64.14 No MI '100386100002508950
16766938 152449.70 80.00 No MI '100381021106011102
16775840 63750.00 75.00 No MI '100386100002519882
16775846 71250.00 75.00 No MI '100386100002519981
16776334 139000.00 100.00 PMI '100386100002521250
16728116 412000.00 80.00 No MI '100386100002497915
17155780 460000.00 80.00 Republic MIC '100022408296792227
17155790 417000.00 77.94 No MI '100022408299562808
17155792 335200.00 80.00 No MI
17155789 359950.00 79.99 No MI '100022408299203312
17148479 249600.00 80.00 No MI '100022408299289287
17148505 260800.00 80.00 No MI '100022408299909843
17148523 250000.00 76.45 No MI '100022408296945444
16201165 183516.92 61.67 No MI
16662821 470798.05 80.00 No MI '100073500011854345
16686335 173393.37 75.00 No MI '100142000000255031
16728198 213600.00 80.00 No MI '100386100002499176
16803158 193880.15 86.22 Republic MIC '100386100002547735
16805684 508000.00 80.00 No MI '100022100175224005
16834874 388000.00 80.00 No MI '100022100175464411
16834928 324000.00 80.00 No MI '100429220061118027
16838545 735550.00 80.00 Republic MIC '100386100002581478
16843946 86108.35 80.00 No MI '100386100002586840
16970301 210350.00 79.98 No MI '100386100002619450
16970334 113380.00 80.00 No MI '100386100002619922
16980281 175763.02 80.00 No MI '100386100002626893
16989889 308000.00 78.37 No MI '100386100002634137
16989986 478447.55 95.00 PMI '100386100002635431
16990989 225800.00 80.00 No MI '100386100002636066
16991073 780000.00 80.00 No MI '100386100002637213
16991093 207192.00 80.00 No MI '100386100002637403
16994581 513750.00 75.00 Republic MIC '100386100002638815
16994873 384000.00 80.00 No MI '100386100002640126
17001451 312000.00 80.00 No MI '100386100002644292
17001485 210000.00 80.00 No MI '100386100002644714
17003057 260000.00 80.00 No MI '100386100002648830
17012527 371120.00 80.00 No MI '100386100002658086
17012540 142500.00 95.00 Republic MIC '100386100002658243
17013342 245000.00 48.71 No MI '100386100002660298
17013379 249520.00 80.00 No MI '100386100002660819
17013389 352000.00 80.00 No MI '100386100002660959
17013396 263778.20 80.00 No MI '100386100002661080
17020995 675000.00 79.13 Republic MIC '100386100002668564
17021862 219824.06 80.00 No MI '100386100002671055
17056977 168000.00 81.55 Radian Guaranty '100509821720000002
17057197 152000.00 80.00 No MI '100386100002700631
17058951 282633.22 100.00 PMI '100386100002703817
17060401 166250.00 95.00 Republic MIC '100386100002706281
16711103 792000.00 79.60 No MI '100146900008094017
16728589 102960.00 72.00 No MI '100022100179116785
16723657 446576.98 80.00 Republic MIC '100057400002661579
16723823 46412.70 75.00 No MI '100404400000075582
16728227 640000.00 80.00 Republic MIC '100098900061002442
16813644 359520.00 80.00 No MI '100108300776376736
16813655 178400.00 80.00 No MI '100031700003571631
16813744 496000.00 80.00 No MI '100127800005061618
16813758 157298.45 90.00 PMI '100242400000150662
16813872 560000.00 80.00 No MI '100183300000362427
16859255 196000.00 80.00 No MI '100183300000369703
16853032 390873.01 80.00 No MI '100212002000061083
16853085 436000.00 80.00 Republic MIC '100015902255108613
16853132 309203.80 80.00 No MI '100212002000061067
16853386 510000.00 80.00 No MI '100385700009180611
16856679 187500.00 75.00 No MI '100214190612260033
16856816 108610.84 75.00 No MI '100114700000302089
16857003 196822.38 80.00 No MI
16857324 374920.00 80.00 No MI '100234400000174019
16857347 72337.58 73.98 No MI '100031432006121012
16849355 242840.00 80.00 No MI '100212001000252726
16857420 412000.00 80.00 No MI '100229330000218861
16857435 450000.00 90.00 PMI '100237600000077255
16857494 256000.00 80.00 No MI '100096000061221068
16857496 180000.00 75.00 No MI '100194006110114106
16857573 268000.00 80.00 No MI '100234400000174191
16857580 215200.00 80.00 No MI '100234400000174662
16849577 352000.00 80.00 No MI '100194006120116125
16851184 396200.00 79.99 No MI '100125300002942253
16851270 374848.00 80.00 No MI '100039250590583245
16851389 407477.87 80.00 No MI '100242400000156149
16857676 184800.00 80.00 No MI '100039237664993392
16859115 301600.00 80.00 No MI '100031700003602931
16859237 278400.00 80.00 No MI '100234400000174787
16859343 296000.00 80.00 No MI '100229330000223234
16859472 223200.00 80.00 No MI '100420200000162186
16859510 357600.00 79.99 No MI '100046900000633995
16963095 404000.00 80.00 No MI '100183300000365701
16963238 320000.00 80.00 No MI '100242400000156487
16851421 356000.00 80.00 No MI '100272900000056408
16851910 321681.84 75.00 No MI '100028510001181035
16851917 76328.26 90.00 PMI '100404400000088593
16852022 98855.33 80.00 No MI '100028510001259237
16852105 93178.59 80.00 No MI '100028510001256621
16852146 196000.00 80.00 No MI '100212002000061240
16852218 1350000.00 75.00 No MI '100169900020023830
16852368 297600.00 79.85 No MI '100146900008111720
16852729 333026.00 80.00 No MI '100022100181524703
16852995 244000.00 80.00 No MI '100028510001246515
16981788 392000.00 80.00 No MI '100385700009180744
16984699 335200.00 80.00 No MI '100234400000176055
16984728 364000.00 80.00 No MI
16984753 416000.00 80.00 No MI '100055507010081939
16984799 220150.00 85.00 Republic MIC '100420200000163747
16984865 379405.33 80.00 No MI '100234400000175859
16984874 159600.00 95.00 Republic MIC '100251800000044963
15655556 50336.29 67.21 No MI '100173200110076598
16856495 399200.00 80.00 No MI '100051110000084999
16856635 353269.00 80.00 Republic MIC '100015901343097929
16670123 119998.07 80.00 No MI '100386100002430833
16574641 286641.27 80.00 No MI '100386100002343366
16851198 336000.00 80.00 No MI '100297130612010012
16846272 246824.00 80.00 No MI '100057400003129246
16846305 1496803.40 63.83 No MI '100259206120023337
17033229 165839.00 80.00 No MI '100015901129242236
16824070 201000.00 69.31 No MI '100418200200607265
16801501 695784.81 80.00 No MI '100315100145009334
16803465 344550.00 79.99 No MI '100031458006101027
16789079 432000.00 80.00 No MI '100039254473959795
16809409 169500.00 75.00 No MI
16778911 153478.20 75.00 No MI '100030200010133641
16775175 157200.00 80.00 No MI '100051110000082530
17016601 200000.00 80.00 No MI '100057400003187970
16771216 289999.78 67.76 No MI '100311300061101230
16718135 338000.00 75.11 No MI '100366300020090940
16983181 205000.00 72.95 No MI '100039219360779101
16974105 452000.00 80.00 Republic MIC '100256420061201710
16376240 268835.59 79.97 No MI '100031458006063490
16692757 197082.01 80.00 No MI '100039286120865561
16384090 124000.00 80.00 No MI '100091200001057425
17171504 250000.00 50.00 No MI '100022408393172637
17171507 388000.00 80.00 No MI '100022408393402067
17171512 225000.00 66.18 No MI '100022408393864431
17171514 217000.00 52.29 No MI '100022408393909632
17141651 80000.00 52.98 No MI '100411020703060011
17141814 194500.00 76.27 No MI '100386100002749406
17150145 337500.00 75.00 No MI '100386100002757284
17148207 464000.00 80.00 Republic MIC '100386100002752665
17154203 175000.00 64.81 No MI '100386100002760239
17154243 720000.00 80.00 Republic MIC '100386100002760783
17155305 343000.00 79.77 Republic MIC '100386100002762177
17155264 450000.00 53.57 No MI '100170600000022102
17148236 406400.00 80.00 No MI '100386100002753002
17148137 152000.00 80.00 No MI '100386100002753242
17148268 412500.00 75.00 No MI '100386100002753424
17159851 213300.00 90.00 Radian Guaranty '100386100002764538
17159927 332000.00 80.00 No MI '100386100002765758
17168635 183200.00 80.00 No MI '100386100002768885
17170477 135453.34 80.00 No MI '100522800000100917
17113048 206250.00 75.00 No MI '100386100002734622
17127987 74500.00 78.84 No MI '100386100002736932
17127804 496000.00 80.00 Republic MIC '100415700000010209
17128045 109250.00 95.00 Republic MIC '100386100002737724
17128141 150000.00 66.08 No MI '100386100002738961
17128187 424000.00 80.00 Republic MIC '100386100002739688
17127864 1000000.00 74.07 No MI '100478600703050003
17128264 390400.00 80.00 No MI '100386100002740884
17129887 352000.00 80.00 No MI '100386100002743177
17129924 483000.00 64.83 No MI '100386100002743680
17129955 125400.00 95.00 Radian Guaranty '100386100002744076
17129787 120000.00 80.00 No MI '100386100002744787
17132459 116000.00 80.00 No MI '100386100002745958
17132544 94400.00 80.00 No MI '100386100002747046
17132570 233100.00 90.00 PMI '100386100002747335
17132571 352875.00 75.00 No MI '100386100002747343
17132580 192000.00 80.00 No MI '100386100002747517
17132635 276000.00 80.00 No MI '100386100002748168
17141722 350470.00 70.00 No MI '100386100002749794
17075185 106400.00 80.00 No MI '100386100002718062
17074960 264000.00 80.00 No MI '100428400000115596
17076352 126400.00 80.00 No MI '100386100002719847
17076452 112000.00 80.00 No MI '100386100002720472
17076459 56000.00 80.00 No MI '100386100002720555
17076365 1395000.00 73.42 No MI '100386100002721124
17076509 89600.00 80.00 No MI '100386100002721157
17076601 227500.00 70.00 No MI '100386100002722635
17077698 154375.00 95.00 PMI '100386100002723666
17077702 224000.00 80.00 No MI '100386100002723740
17077723 1470000.00 70.00 No MI '100386100002724136
17077775 103920.00 80.00 No MI '100386100002724938
17077817 245608.00 80.00 No MI '100386100002725497
17088291 226000.00 66.08 No MI '100386100002728020
17088354 472000.00 80.00 Republic MIC '100386100002728996
17088249 92250.00 75.00 No MI '100386100002730190
17064711 119120.00 80.00 No MI '100386100002708725
17064717 228000.00 80.00 No MI '100386100002708840
17064722 373520.00 80.00 No MI '100386100002708956
17064702 432500.00 79.36 Republic MIC '100386100002711570
17064930 512000.00 80.00 No MI '100386100002711844
17066030 483000.00 70.00 No MI '100386100002713618
17112899 124000.00 80.00 No MI '100386100002732790
17104587 405000.00 77.14 Republic MIC '100022100206539603
17066050 244000.00 80.00 No MI '100386100002713881
17065923 246400.00 80.00 No MI '100386100002714418
17075018 1000000.00 80.00 No MI '100386100002715696
17075030 191760.00 80.00 No MI '100386100002715852
17075043 61520.00 80.00 No MI '100386100002716025
17075080 187200.00 80.00 No MI '100386100002716660
17074933 360000.00 80.00 No MI '100022100206386641
17074939 297500.00 68.08 No MI '100467800000014396
17088701 480000.00 80.00 No MI '100031458007021422
17088959 209850.43 100.00 Republic MIC '100022100183989581
17089048 382500.00 90.00 PMI '100234400000180123
17113393 315000.00 90.00 PMI '100378000110030535
17128613 420000.00 70.00 Republic MIC '100015904000567259
17075826 161600.00 80.00 No MI '100407010001301650
17076899 383200.00 80.00 No MI '100429220061219874
17078178 240100.00 79.99 No MI '100031458007021224
17078201 359950.00 79.99 No MI '100031458007021810
17078318 288500.00 80.00 No MI '100031458006122338
17078579 627000.00 74.99 Republic MIC '100031458007022230
17078632 330400.00 80.00 No MI '100315100105011866
16718064 127500.00 100.00 Republic MIC '100386100002489276
16695692 214470.00 90.00 PMI '100467800000008315
16697311 75760.68 80.00 No MI '100386100002464436
16681126 149581.90 100.00 Republic MIC '100386100002444925
16681171 119041.62 80.00 No MI '100386100002445690
15892542 55231.04 65.00 No MI '100185400251101983
16684027 234994.55 93.25 Republic MIC '100212504000358625
16665531 147750.00 75.00 No MI '100030200010130597
16665923 317197.70 75.00 No MI '100073500011829024
16672909 303600.00 100.00 PMI '100212504000365406
16641299 136758.00 80.00 No MI '100134001100145437
16648707 537186.19 80.00 Republic MIC '100256420060813747
16628995 416000.00 80.00 No MI '100206310006478849
17048086 449999.98 55.56 No MI '100187100511426356
17051888 331377.69 80.00 No MI '100031458007013080
17051899 210000.00 62.69 No MI '100153210610021055
17051936 345206.02 70.00 No MI '100098900061114924
17052148 189453.06 75.00 No MI '100187100511458599
17052161 280963.99 65.00 No MI '100187100511459316
17053276 431200.00 80.00 Republic MIC '100061600000040809
17053290 417000.00 77.80 No MI '100070707020111442
17055951 366291.74 80.00 No MI '100190830000142636
17057756 688560.00 80.00 Republic MIC '100214190702200022
17057861 331500.00 78.00 No MI '100127800005007389
17059294 188720.00 80.00 No MI '100234400000179158
17059410 61800.00 88.29 United Guaranty '100130000000212341
17059476 186320.00 80.00 No MI '100022100183598283
17060783 304000.00 63.33 No MI '100068300111608825
17065264 59960.75 80.00 No MI '100134600207020284
17066389 102400.00 80.00 No MI '100199500183702479
17066513 86450.00 65.00 No MI '100378000003199462
16985207 400000.00 80.00 No MI '100031458006122361
16985230 150000.00 50.00 No MI '100271100000295780
16990161 40500.00 67.50 No MI '100289400000066581
16990290 220800.00 80.00 No MI '100100300000212036
16991451 243732.25 80.00 No MI '100234400000176477
16991471 225256.00 80.00 No MI '100015904000309058
16991620 218232.00 80.00 No MI '100212504000400914
16991624 307200.00 80.00 No MI '100234400000176238
16991630 384468.34 70.00 No MI '100234400000176170
16994939 2000000.00 57.14 No MI '100199105110058787
16994953 214350.00 79.98 No MI '100031458006101977
16995112 283643.22 80.00 No MI '100028510001193600
16995217 206659.65 90.00 PMI '100068300111614187
16995366 287920.00 80.00 No MI '100096200070100374
17000210 338400.00 80.00 No MI '100234400000176584
17000416 204792.00 80.00 No MI '100039231741019131
17002334 57600.00 80.00 No MI '100065500000274026
17003261 252000.00 80.00 No MI '100015904000191894
17011196 232827.00 80.00 No MI '100057400003189356
17011225 311760.00 80.00 No MI '100015902023200361
17011286 600000.00 78.95 Republic MIC '100050400760024546
17012666 416479.81 74.91 No MI '100031458007012587
17012860 880000.00 80.00 No MI '100351000182878390
17012920 315552.48 80.00 No MI '100234400000177467
17012983 256950.00 80.00 No MI '100188601000157005
17013485 659800.00 80.00 No MI '100031458007011423
17013489 454400.00 80.00 No MI '100031458007011266
17013563 280000.00 80.00 No MI '100234400000177541
17013594 233297.00 80.00 No MI '100015904000469738
17013853 238852.66 80.00 No MI '100031700003604614
17014963 1520000.00 44.71 No MI '100031700003636251
17014998 328643.00 80.00 No MI '100234400000179489
17015159 417000.00 77.22 No MI '100039276655139219
17016288 336000.00 80.00 No MI '100061600000041377
17016527 592000.00 80.00 No MI '100369300070214041
17021066 223687.00 75.00 No MI '100234400000178127
17021139 196000.00 80.00 No MI '100212504000410228
17021160 305000.00 80.00 No MI '100083300000017279
17021294 402000.00 100.00 PMI '100108300777290118
17021943 356000.00 80.00 No MI '100015902107165407
17022181 561600.00 80.00 Republic MIC '100031458007011415
17022185 402350.00 79.99 No MI '100031458007013023
17022264 452550.00 80.00 No MI '100031700003642689
17027584 248000.00 80.00 No MI '100206310006586096
17027708 348750.00 75.00 No MI '100146001307905464
17033177 147000.00 75.00 No MI '100305900012751922
17033250 208000.00 80.00 No MI '100234400000179000
17033283 274872.00 80.00 No MI '100016900058905382
17033364 402000.00 75.00 No MI '100234400000178580
17034538 199831.97 48.19 No MI '100099210701310059
17034659 220000.00 80.00 No MI '100015904000072219
17034761 132000.00 80.00 No MI '100242400000159838
17034793 47676.53 90.00 PMI '100251800000047156
17042406 417000.00 76.66 No MI '100031458007013015
17042414 297600.00 80.00 No MI '100031458007011944
17042459 248450.00 79.99 No MI '100015901343104162
17042563 173520.00 80.00 No MI '100289400000068728
17042719 101250.00 75.00 No MI '100031432006122564
17042815 213600.00 80.00 No MI '100096000070207074
17043826 196600.00 79.98 No MI '100204100000867507
17043837 484000.00 80.00 Republic MIC '100015901017201393
17043872 123590.00 80.00 No MI '100015904000452221
17044015 87300.00 90.00 PMI '100046900000663927
17044124 240388.00 90.00 GE Capital MI '100057400003190867
16965132 101953.65 100.00 PMI '100212504000394604
16965320 304000.00 80.00 No MI '100234400000175024
16965330 260800.00 80.00 No MI '100060807010077850
16965368 161250.00 75.00 No MI '100229900586121331
16965438 141000.00 75.00 No MI '100098500040316598
16965545 360000.00 80.00 No MI '100055507010076590
16968357 392000.00 80.00 No MI '100146900008109468
16968686 348000.00 80.00 No MI '100015902328204878
16968696 207200.00 80.00 No MI '100031458006123567
16970477 387999.83 80.00 No MI '100180700071006014
16970485 67409.12 75.00 No MI '100011560005445242
16970618 345000.00 75.00 No MI '100114200000282431
16970847 144528.00 80.00 No MI '100031700003607096
16970959 59419.89 70.00 No MI '100114700000306510
16973767 138942.00 90.00 GE Capital MI '100057400003151000
16973794 300000.00 75.00 No MI '100031458006123260
16973806 295990.05 80.00 No MI '100031458006123740
16973902 372000.00 80.00 No MI '100184622151021000
16973956 211500.00 90.00 PMI '100232600000076575
16974227 372000.00 80.00 No MI '100289400000064701
16974340 346550.00 78.81 No MI '100214190612200005
16974401 56172.33 75.00 No MI '100255314190321393
16974465 60591.21 75.00 No MI '100255314190321138
16974475 123591.64 75.00 No MI '100114700000309712
16978685 390000.00 75.00 No MI '100429220061220955
16978750 203732.22 80.00 No MI '100246606120600008
16978908 331200.00 80.00 No MI '100212504000397540
16979114 148000.00 80.00 No MI '100046900000643846
16979176 397334.00 80.00 No MI '100062500080880927
16979205 249420.00 80.00 No MI '100062500080888003
16979227 186000.00 60.39 No MI '100297130701150000
16979292 220000.00 80.00 No MI '100289400000065666
16979306 344000.00 80.00 No MI '100046900000649801
16980491 138750.00 75.00 No MI '100169900600025395
16980687 306400.00 80.00 No MI '100053700000554534
16980761 144390.00 95.00 GE Capital MI '100188505070102058
16980789 156000.00 79.99 No MI '100053607010041552
16981014 240000.00 75.00 No MI '100291300000615252
16981029 227956.00 80.00 No MI '100219307015043742
16981342 180000.00 75.00 No MI '100031700003615446
16981482 116081.17 75.00 No MI '100234400000176923
16840011 229000.00 77.60 No MI '100423900900017441
16840148 756800.00 80.00 No MI '100250902061101822
16840186 170910.00 90.00 PMI '100030200560000422
16840278 159632.51 80.00 No MI '100031700003586597
16844295 99999.78 80.00 No MI '100030200010134110
16844314 77784.00 70.00 No MI '100022100181152612
16844721 286400.00 80.00 No MI '100127800005082291
16845594 78000.00 75.00 No MI
16845707 106185.03 80.00 No MI
16845774 91698.02 75.00 No MI '100031700003593247
16845892 232500.00 75.00 No MI '100022100181245374
16846190 327668.63 80.00 No MI '100140200060606717
16847604 332000.00 80.00 No MI '100183300000365560
16847609 239900.00 79.99 No MI '100183300000367483
16847704 188143.47 90.00 MGIC
16847868 383602.80 80.00 No MI '100242400000154052
16847991 304800.00 80.00 No MI '100389160000529017
16848012 173289.43 85.00 PMI '100242400000152403
16848063 1237500.00 75.00 No MI '100098500040317877
16849031 408000.00 80.00 No MI '100061600000040304
16849236 85964.11 80.00 No MI '100031432006113241
16849286 560000.00 70.00 Republic MIC '100212504000116320
16849313 93750.00 75.00 No MI '100212504000396427
16832780 126400.00 80.00 No MI '100420200000149472
16835345 263465.03 80.00 No MI '100022100180936668
16835361 188119.00 80.00 No MI '100028510001184922
16835401 108000.00 80.00 No MI '100022100180942278
16835481 189600.00 80.00 No MI '100051110000084239
16835613 504000.00 80.00 Republic MIC '100098900061217982
16835738 147000.00 100.00 PMI '100212504000387236
16835824 326399.00 80.00 No MI '100212504000387848
16835870 156576.00 75.00 No MI '100203000180989132
16838873 162017.65 80.00 No MI '100124700070225309
16839137 216400.00 80.00 No MI '100031700003565708
16839188 469500.00 80.00 Republic MIC '100108300776400031
16839852 285600.00 80.00 No MI '100031422006120122
16819373 408000.00 85.00 Republic MIC '100039271066409905
16819397 177045.00 100.00 Republic MIC '100219306115041176
16819425 277069.00 80.00 No MI '100057400003118504
16819553 126400.00 80.00 No MI '100091510800112118
16819641 109320.93 70.00 No MI '100031700003580798
16823742 513245.62 79.99 No MI '100022100180732398
16823893 650000.00 69.15 No MI '100272900000051672
16823980 1203300.00 48.13 No MI '100015904000115190
16824026 175605.68 80.00 No MI '100060806120075184
16824159 147756.66 80.00 No MI '100251800000043809
16826804 94195.74 79.00 No MI '100039264039789917
16826805 759200.00 80.00 No MI '100242400000151876
16826849 307143.78 80.00 No MI '100039237647235309
16826908 260650.00 79.99 No MI '100140200060314973
16814187 264000.00 80.00 No MI '100057400003104645
16819212 115216.00 80.00 No MI '100234400000171767
16819278 191200.00 80.00 No MI '100424400180661009
16819279 516000.00 80.00 Republic MIC '100031221907916699
16806809 600428.00 80.00 Republic MIC '100057400002941518
16806829 1000000.00 74.07 No MI '100031270407922954
16806954 239900.00 79.97 No MI '100188101000107324
16806992 255366.81 80.00 No MI '100060806120075234
16807183 254568.00 80.00 No MI '100031700003574825
16807251 138000.00 80.00 No MI '100031231507912816
16807279 832000.00 80.00 No MI '100046900000631221
16807305 62246.01 90.00 PMI '100039237473419308
16807349 649000.00 76.35 No MI '100098500040306508
16809653 180000.00 76.14 No MI '100234400000170801
16809671 459700.00 71.32 Republic MIC '100169900600024083
16809829 412000.00 80.00 No MI '100031700003576598
16801614 214962.18 100.00 PMI '100028510001179096
16801642 244500.00 75.00 No MI '100022100180274177
16803512 187500.00 75.00 No MI '100031458006112784
16798799 1125000.00 75.00 Xx XX
00000000 59600.00 80.00 No MI '100177054300022623
16798268 199200.00 80.00 No MI '100460200000198769
16798635 255912.00 80.00 No MI '100091510800112845
16798206 236790.03 90.00 PMI '100073500011899001
16790918 51088.00 80.00 No MI '100022100180140766
16791062 74839.23 75.00 No MI '100098500040291635
16789037 1050000.00 75.00 No MI '100242400000150621
16789086 415731.00 100.00 PMI '100039295950784362
16790388 196000.00 80.00 No MI '100414030000027073
16790417 230512.00 80.00 No MI '100057400002800037
16790616 186020.00 80.00 No MI '100057400003093905
16781210 331200.00 80.00 No MI '100289400000060873
16781323 285000.00 75.00 No MI '100289400000060931
16784784 109540.00 100.00 PMI '100096000061115112
16784980 442650.00 79.99 No MI '100108300776086129
16786199 176499.93 87.73 GE Capital MI '100015904000024129
16786228 327998.04 80.00 No MI '100015902105106064
16788554 526400.00 80.00 No MI '100124700070231729
16788598 63959.86 80.00 No MI '100212504000381049
16788647 110400.00 80.00 No MI '100028510001155617
16788727 116250.00 75.00 No MI '100031700003565476
16777114 528000.00 80.00 No MI '100096000006011129
16771982 54224.44 80.00 No MI '100031700003553456
16770800 156000.00 80.00 No MI '100212504000375918
16774944 304000.00 80.00 No MI '100051110000084510
16768047 309950.00 100.00 PMI '100046900000618012
16768354 273200.00 80.00 No MI '100127800005066807
16729896 61546.87 75.37 No MI '100098900061014256
16731785 149094.72 100.00 PMI '100272406110865290
16731813 340000.00 80.00 No MI '100057400003094382
16731953 177000.00 75.00 No MI '100053606100017357
16729579 59400.00 90.00 PMI '100031270407874601
16765326 649999.99 67.36 Republic MIC '100091510140000908
16721969 1159829.94 75.00 No MI
16721971 875000.00 70.00 No MI '100031700003592249
16704342 655000.00 79.85 Republic MIC '100057400003066018
16681413 398250.00 75.00 No MI '100031700003494966
16540307 354826.00 80.00 No MI '100057400002744110
17090584 121894.97 80.00 No MI
17090585 110000.00 58.37 No MI
17090586 171990.29 80.00 No MI
17090587 187856.96 80.00 No MI
17090593 86321.90 80.00 No MI
17090597 112000.00 80.00 No MI
17090599 132000.00 80.00 No MI
17090600 93600.00 80.00 No MI
17090602 195822.82 80.00 No MI
17090603 502000.00 80.00 No MI
17090605 189855.43 54.29 No MI
17090606 479625.56 80.00 No MI
17090608 248000.00 80.00 No MI
17090609 616000.00 80.00 No MI
17090610 182400.00 80.00 No MI
17090611 212000.00 80.00 No MI
17090612 440800.00 80.00 No MI
17090614 105600.00 80.00 No MI
17090615 864000.00 80.00 No MI
17090616 128000.00 80.00 No MI
17090617 189200.00 80.00 No MI
17090618 292000.00 80.00 No MI
17090619 224000.00 80.00 No MI
17090621 240000.00 80.00 No MI
17090578 99931.19 80.00 No MI
17090579 111922.93 80.00 No MI
17090580 272000.00 80.00 No MI
17090581 179856.06 80.00 No MI
17090583 213429.19 80.00 No MI
17059647 320000.00 80.00 No MI
17059654 218000.00 80.00 No MI
17059656 136000.00 80.00 No MI
17059657 207038.37 80.00 No MI
17059659 191200.00 80.00 No MI
17059665 419672.36 80.00 Republic MIC
17059670 187705.80 80.00 No MI
17059673 227920.00 80.00 No MI
17059675 138000.00 80.00 No MI
17059677 187856.96 80.00 No MI
17059682 368000.00 80.00 No MI
17059686 254000.00 80.00 No MI
17090569 161837.57 80.00 No MI
17090570 170000.00 80.00 No MI
17090571 165453.90 80.00 No MI
17090573 117503.61 80.00 No MI
17090574 198500.00 76.35 No MI
17015984 247999.80 80.00 No MI
17015985 264000.00 80.00 No MI
17015988 295249.66 57.99 No MI
17015989 99084.02 80.00 No MI
17015970 340000.00 80.00 No MI
17015972 584000.00 80.00 No MI
17015976 155977.71 80.00 No MI
17015980 153600.00 80.00 No MI
17015964 175717.68 80.00 No MI
17015965 120000.00 80.00 No MI
17015968 146165.16 80.00 No MI
17015951 125977.54 80.00 No MI
17015954 240000.00 80.00 No MI
16966663 528996.52 70.88 Republic MIC
16789095 306850.02 80.00 No MI
16789101 115600.00 80.00 No MI
16789117 369600.00 80.00 No MI
16789124 209055.56 80.00 No MI
16789126 260800.00 80.00 No MI
16839342 339387.86 80.00 No MI
16964633 717559.60 80.00 Republic MIC
16964635 271760.00 80.00 No MI
16964917 224443.47 72.58 No MI
16964918 720000.00 80.00 No MI
16964919 213798.26 80.00 No MI
16964921 173569.64 80.00 No MI
16964922 99764.55 36.36 No MI
16964925 365595.43 80.00 No MI
16964929 87776.93 80.00 No MI
16964931 71774.28 78.26 No MI
16964934 238400.00 80.00 No MI
16964936 200000.00 80.00 No MI
16964940 163594.37 80.00 No MI
16964944 427859.42 80.00 No MI
16964947 192000.00 80.00 No MI
16964949 203196.91 80.00 No MI
16964953 87957.58 80.00 No MI
16549174 165387.42 90.00 United Guaranty
16549176 126429.91 80.00 No MI
16549198 203277.22 65.00 No MI
16549228 83900.00 79.98 No MI '100162500073861511
16549246 120250.00 65.00 No MI
16549111 101565.00 65.00 No MI
16770431 207197.89 80.00 No MI
16770436 218351.85 80.00 No MI
16770441 215974.65 80.00 No MI
16770442 115587.22 80.00 No MI
16770453 214400.00 80.00 No MI
16770462 168000.00 80.00 No MI
16770478 256405.00 95.00 Miscellaneous
16770482 207090.11 95.00 Miscellaneous
16685373 172029.29 80.00 No MI
16685378 105050.77 79.98 No MI
16685382 204800.00 80.00 No MI
16685405 272400.00 80.00 No MI
17043285 468000.00 80.00 No MI '100029500014473551
17043286 414290.97 69.33 Republic MIC '100029500014748325
17043287 209252.74 71.19 Republic MIC '100029500014769123
17043288 98650.00 78.98 Republic MIC '100029500014804227
17043290 157500.00 75.00 Republic MIC '100029500014910610
17043291 148812.59 75.00 Republic MIC '100029500014912194
17043297 143589.45 80.00 No MI '100029500015196722
17044150 103500.00 79.98 No MI '100029500013332709
17044151 308000.00 80.00 Republic MIC '100029500013912104
17044152 301500.00 90.00 Republic MIC '100029500013916980
17044154 147274.00 79.14 No MI '100029500013999010
17044157 407200.00 80.00 No MI '100029500014050201
17044158 186595.85 80.00 Republic MIC '100029500014144095
17044159 314000.00 78.50 Republic MIC '100029500014160877
17044160 182603.00 80.00 Republic MIC '100029500014181774
17044164 126400.00 79.00 Republic MIC '100029500014236701
17044167 119200.00 80.00 No MI '100029500014382992
17044168 220000.00 68.97 No MI '100029500014437192
17044169 563899.80 80.00 No MI '100029500014448843
17044171 99807.23 80.00 No MI '100029500014486280
17044173 238900.00 68.26 No MI '100029500014523827
17044175 324000.00 80.00 Republic MIC '100029500014535649
17044176 228000.00 80.00 Republic MIC '100029500014544039
17044177 228000.00 80.00 No MI '100029500014553402
17044179 322000.00 79.51 No MI '100029500014571826
17044181 166723.37 75.00 No MI '100029500014586675
17044188 352000.00 80.00 No MI '100029500014658482
17044190 168000.00 80.00 No MI '100029500014708857
17044192 247920.01 80.00 No MI '100029500014770840
17044193 324000.00 80.00 No MI '100029500014780633
17044194 440000.00 80.00 No MI '100029500014781169
17044196 60900.00 79.92 No MI '100029500014799526
17044197 241558.00 80.00 No MI '100029500014801074
17044198 144000.00 80.00 No MI '100029500014844363
17044202 219428.53 72.15 No MI '100029500015096286
17044203 215950.00 79.98 No MI '100029500015106739
17044204 219150.00 79.98 No MI '100029500015162054
17010310 146236.00 79.05 No MI
16042804 916037.52 70.00 No MI
16007584 269306.15 80.00 No MI '100077910005107780
16827098 510000.00 67.37 Republic MIC '100045200000495375
16808510 1226482.32 64.55 No MI '100144000004046699
16809118 534309.76 80.00 No MI '100050500008586584
16371331 520000.00 80.00 Republic MIC '100015700069068456
16639255 420231.04 36.65 No MI '100015700070959198
16639353 647757.36 76.83 No MI '100015700070294224
16639413 891314.71 80.00 No MI '100015700070537051
16635046 418236.87 57.95 No MI '100133700013960946
16639384 103992.00 80.00 No MI '100015700071296053
16639419 562941.19 80.00 Republic MIC '100133700015412763
16019600 187907.96 80.00 No MI '100095600010220789
16019608 331818.81 80.00 Republic MIC '100095600010230010
16042899 573750.00 75.00 Republic MIC '100053525031463409
16066059 196720.00 80.00 No MI '100099025110036016
16019401 132930.00 70.00 No MI '100099025100021036
16019483 150499.99 75.25 No MI '100062700110249123
16019495 148400.00 80.00 No MI '100077910005390766
16019534 192828.60 79.99 No MI '100108300775097002
16244518 417000.00 54.87 No MI '100063415930037793
16007546 172674.53 80.00 No MI '100077910005044298
16007547 134763.95 80.00 No MI '100077910005045972
16007593 163799.94 90.00 Radian Guaranty '100077910005149089
16007818 524000.00 80.00 No MI '100409500000806293
16007856 845000.00 57.29 No MI '100095600010217447
16008101 315804.48 80.00 No MI
16008103 188000.00 80.00 No MI '100180100002970992
16008136 240000.00 80.00 No MI '100180100002986196
16008389 300000.00 80.00 Republic MIC '100299820051018959
16008441 434250.00 74.23 Republic MIC '100095600060115681
16008456 254000.00 79.87 No MI '100095600060117026
16008488 229238.82 70.00 No MI '100077910005509936
16008913 248150.00 79.99 No MI '100053525031392483
16005546 209897.60 64.60 No MI
16005738 399975.00 77.97 No MI '100052300420041278
16005896 181446.51 80.00 Republic MIC '100024200009537784
16005986 626500.00 70.00 Republic MIC '100192820050052890
16006608 213740.00 75.00 No MI '100077910005076597
16006628 237154.29 80.00 Republic MIC '100197105079284673
16006956 199939.62 80.00 No MI '100180100002951695
16006963 142942.83 80.00 No MI '100180100002852596
16006967 155950.00 80.00 Republic MIC '100180100002943593
16007143 145481.32 80.00 Republic MIC '100062701320330273
16007219 263500.00 85.00 Republic MIC '100079600750051832
16007306 280000.00 80.00 No MI '100077910005095878
16007353 184000.00 80.00 No MI '100349400050830009
16007421 112000.00 80.00 No MI '100077910004408288
16626226 486959.17 84.70 Republic MIC
16146829 140144.43 95.00 MGIC '100314000009268243
16146845 54329.99 95.00 MGIC '100024200009567401
16846473 104000.00 57.14 No MI '100011300084689982
16068545 602937.15 80.00 No MI '100163110115960302
16068583 317681.26 11.49 No MI '100163177000587938
16549131 125157.44 90.00 MGIC '100162500070607966
16146841 284381.92 80.00 No MI '100314000009490557
16802019 500000.00 69.44 Republic MIC
16802024 544000.00 80.00 Republic MIC '100022407999112245
16840735 289120.00 79.99 No MI '100011300083533801
16840990 126621.97 80.00 No MI
16840992 126621.97 80.00 No MI
16841050 126621.97 80.00 No MI
16846458 158465.39 95.00 GE Capital MI '100011300084590206
16846467 631724.15 80.00 No MI '100011300084644490
16846616 316309.84 80.00 No MI
16846652 1464641.01 70.00 No MI
16846662 238984.00 80.00 No MI
16846669 215267.85 80.00 No MI
16846689 600000.00 80.00 No MI
16846742 531000.00 65.56 No MI
16846772 287920.00 79.99 No MI
16846856 443377.71 57.42 No MI
16649313 288000.00 78.90 No MI '100029500012156380
LOAN_SEQ MARGIN NEXT_RATE_ADJ_DATE1 NEXT_PAY_ADJ_DATE1 MAX_RATE
________________________________________________________________________________________________________________________________________________________
16973804 2.25 20120201 20120301 13.000
16803579 2.25 20111201 20120101 11.875
16778519 2.25 20111101 20111201 12.125
16807148 2.25 20120101 20120201 12.125
16859442 2.25 20120201 20120301 12.500
16962964 2.25 20120201 20120301 13.250
16847865 2.25 20120101 20120201 12.375
16974000 2.25 20120201 20120301 12.375
17055524 2.25 20120301 20120401 11.750
17027903 2.25 20120301 20120401 14.625
17055527 2.25 20120301 20120401 12.125
16819700 2.25 20120101 20120201 13.375
16963152 2.25 20120201 20120301 13.000
17055529 2.25 20120301 20120401 11.750
16835746 2.25 20120101 20120201 13.875
16835747 2.25 20111201 20120101 11.875
16709794 2.25 20111201 20120101 13.375
17022103 2.25 20120301 20120401 13.125
17003238 2.25 20120201 20120301 12.500
17055532 2.25 20120201 20120301 12.375
17042597 2.25 20120301 20120401 13.000
16979197 2.25 20120201 20120301 13.375
17034584 2.25 20120301 20120401 13.250
16844524 2.25 20111201 20120101 11.875
16672567 2.25 20111001 20111101 11.750
17000430 2.25 20111201 20120101 12.125
17034594 2.75 20120201 20120301 12.250
16832951 2.25 20120101 20120201 12.375
16853287 2.25 20170201 20170301 12.875
17000441 2.25 20120201 20120301 13.375
16770986 2.25 20111001 20111101 12.000
16801716 2.25 20161201 20170101 12.250
17013608 2.25 20120201 20120301 12.250
16840316 2.25 20170201 20170301 12.125
16965510 2.25 20120201 20120301 14.125
17078217 2.25 20120301 20120401 12.500
16859160 2.25 20120201 20120301 12.750
17128684 4.625 20120201 20120301 13.125
17055786 2.25 20120301 20120401 13.125
16981557 2.25 20120201 20120301 13.250
17113404 2.25 20120301 20120401 13.250
16840321 2.25 20120101 20120201 12.875
17113409 2.25 20120201 20120301 12.500
17078220 2.25 20120301 20120401 13.250
16840328 2.25 20120101 20120201 12.875
17078229 2.25 20120301 20120401 12.875
16859171 2.25 20120101 20120201 12.000
16985126 2.25 20120301 20120401 13.125
16859177 2.25 20120101 20120201 11.875
16847599 2.25 20120101 20120201 13.500
17113411 2.25 20120301 20120401 12.625
17033226 2.75 20120201 20120301 12.750
17033228 2.25 20120101 20120201 12.500
16778097 2.25 20111201 20120101 13.250
16803643 2.25 20111201 20120101 11.750
16845817 2.25 20111201 20120101 11.875
17130520 2.25 20100301 20100401 13.125
16803367 2.25 20111201 20120101 11.625
16710005 2.25 20111101 20111201 12.000
16640581 2.25 20111001 20111101 13.000
16605477 2.25 20111001 20111101 12.625
16706969 2.25 20111101 20111201 12.125
17033422 2.25 20120201 20120301 12.125
16970648 2.25 20120301 20120401 13.625
16981345 2.25 20120201 20120301 12.750
17003217 2.25 20120201 20120301 12.625
17013825 2.25 20120301 20120401 11.875
17016323 2.25 20120101 20120201 11.250
17021158 2.25 20120201 20120301 12.000
17013650 2.25 20120301 20120401 13.625
17033174 2.25 20120301 20120401 12.875
17033294 2.25 20120201 20120301 12.250
17033429 2.25 20120301 20120401 12.000
17034438 2.25 20120301 20120401 11.625
17042468 2.25 20120201 20120301 12.875
16809579 2.25 20120201 20120301 12.625
16849548 2.25 20120101 20120201 13.125
16776281 2.25 20111201 20120101 12.000
16314724 2.25 20110701 20110801 13.250
16540158 2.25 20110801 20110901 13.250
16422796 2.25 20110801 20110901 14.500
17058812 2.25 20120401 20120501 14.375
17058892 2.25 20120401 20120501 12.250
17058903 2.25 20120401 20120501 12.750
17058910 2.25 20120401 20120501 14.500
17058934 2.25 20120401 20120501 12.875
17058973 2.25 20120401 20120501 11.750
17059002 2.25 20120401 20120501 13.250
17060297 2.25 20120401 20120501 11.375
17060329 2.25 20120401 20120501 12.625
17060336 2.25 20120401 20120501 13.750
17060269 2.25 20120401 20120501 13.250
17054990 2.25 20120401 20120501 16.625
17054995 2.25 20120401 20120501 12.500
17055001 2.25 20120401 20120501 12.750
17055019 2.25 20120301 20120401 12.000
17055042 2.25 20120401 20120501 12.625
17055073 2.25 20120401 20120501 11.375
17054904 2.25 20120401 20120501 14.000
17055151 2.25 20120401 20120501 11.875
17055188 2.25 20120401 20120501 12.750
17055196 2.25 20120401 20120501 12.000
17057066 2.25 20120401 20120501 12.375
17057011 2.25 20120401 20120501 11.750
17051539 2.25 20120401 20120501 11.375
17051615 2.25 20120301 20120401 11.375
17051542 2.25 20120401 20120501 12.125
17051502 2.25 20120301 20120401 13.500
17051652 2.25 20120401 20120501 12.750
17051711 2.25 20120301 20120401 12.500
17051554 2.25 20120301 20120401 12.500
17051728 2.25 20120301 20120401 12.250
17051527 2.25 20120401 20120501 13.625
17052744 2.25 20120401 20120501 12.750
17052819 2.25 20120301 20120401 11.875
17052828 2.25 20120301 20120401 12.000
17052752 2.25 20120401 20120501 11.875
17052876 2.25 20120401 20120501 13.875
17052719 2.25 20120401 20120501 13.875
17052910 2.25 20120401 20120501 14.250
17052919 2.25 20120401 20120501 12.000
17052928 2.25 20120401 20120501 12.125
17054944 2.25 20120401 20120501 11.875
17043539 2.25 20120301 20120401 11.125
17043543 2.25 20120401 20120501 12.500
17047741 2.25 20120401 20120501 12.500
17047751 2.25 20120401 20120501 12.750
17047191 2.25 20120401 20120501 13.375
17047782 2.25 20120401 20120501 14.750
17047196 2.25 20120401 20120501 12.875
17047833 2.25 20120301 20120401 12.625
17047899 2.25 20120401 20120501 12.250
17051576 2.25 20120301 20120401 12.875
17043438 2.25 20120401 20120501 13.375
17043319 2.25 20120401 20120501 14.250
17043512 2.25 20120401 20120501 12.250
17043523 2.25 20120301 20120401 12.000
17032737 2.25 20120401 20120501 12.125
17032621 2.25 20120401 20120501 12.625
17032818 2.25 20120301 20120401 12.125
17034235 2.25 20120301 20120401 12.625
17034292 2.25 20120301 20120401 14.500
17034303 2.25 20120401 20120501 11.875
17034324 2.25 20120401 20120501 12.625
17034344 2.25 20120401 20120501 13.250
17034363 2.25 20120401 20120501 12.000
17034193 2.25 20120401 20120501 12.625
17042827 2.25 20120301 20120401 12.750
17020914 2.25 20120301 20120401 15.000
17021010 2.25 20120301 20120401 12.375
17021717 2.25 20120301 20120401 12.750
17021773 2.25 20120401 20120501 14.000
17021812 2.25 20120301 20120401 11.875
17021868 2.25 20120401 20120501 12.625
17021878 2.25 20120401 20120501 12.625
17027399 2.25 20120401 20120501 12.500
17027164 2.25 20140301 20140401 12.875
17027431 2.25 20120301 20120401 11.875
17027483 2.25 20120301 20120401 11.750
17013170 2.25 20120301 20120401 13.375
17013299 2.25 20120401 20120501 12.875
17013208 2.25 20120301 20120401 12.500
17013337 2.25 20120301 20120401 12.625
17013345 2.25 20120401 20120501 13.500
17013350 2.25 20120301 20120401 13.000
17013353 2.25 20120301 20120401 12.375
17013190 2.25 20120301 20120401 13.750
17014440 2.25 20120301 20120401 12.000
17014602 2.25 20120301 20120401 14.250
17014611 2.25 20120301 20120401 12.250
17016094 2.25 20120301 20120401 12.000
17016043 2.25 20120301 20120401 12.375
17016112 2.25 20120401 20120501 14.250
17016116 2.25 20120301 20120401 12.125
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17008989 2.25 20120201 20120301 12.875
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16857412 2.25 20120201 20120301 12.875
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16973915 2.25 20120101 20120201 11.875
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16980466 2.25 20120101 20120201 12.375
16980467 2.25 20120201 20120301 12.625
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17043839 2.75 20120201 20120301 12.750
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16963056 2.25 20120201 20120301 12.750
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16819503 2.25 20120101 20120201 12.875
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16978904 2.25 20120101 20120201 12.875
16978905 2.25 20120201 20120301 12.750
16994945 2.25 20111201 20120101 12.875
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16823994 2.25 20120101 20120201 12.750
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16994956 2.25 20120201 20120301 12.875
16968795 2.25 20111201 20120101 13.250
16994959 2.25 20120201 20120301 12.750
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16994961 2.25 20120201 20120301 13.000
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16994969 2.25 20120201 20120301 13.250
17021217 2.25 20120301 20120401 12.875
17027755 2.25 20120301 20120401 11.875
16981145 2.25 20120201 20120301 13.250
17048087 2.25 20120101 20120201 11.625
16835593 2.25 20120101 20120201 13.000
16994973 2.25 20120201 20120301 12.875
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16981150 2.25 20120301 20120401 12.875
17027761 2.25 20120301 20120401 11.375
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16980424 2.25 20120201 20120301 10.875
16826857 2.25 20120101 20120201 13.000
16978940 2.25 20120201 20120301 12.875
16994981 2.25 20120201 20120301 12.625
16994984 2.25 20120201 20120301 13.250
16965122 2.25 20120201 20120301 12.750
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17077108 2.25 20120301 20120401 11.625
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17077114 2.25 20120301 20120401 11.625
17077117 2.25 20120301 20120401 11.625
16845750 2.25 20111201 20120101 13.125
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16809334 2.25 20111201 20120101 11.875
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17088705 2.25 20120301 20120401 12.625
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16984761 2.25 20120201 20120301 13.250
17048000 2.25 20120301 20120401 11.875
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16770632 2.25 20120101 20120201 12.375
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16823933 2.25 20111201 20120101 11.875
16968731 2.25 20120301 20120401 12.000
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16984780 2.25 20120201 20120301 12.625
16968744 2.25 20120201 20120301 12.625
16968745 2.25 20120201 20120301 12.750
16788765 3.875 20111101 20111201 13.125
16968748 2.25 20120201 20120301 13.000
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17000190 2.25 20120201 20120301 12.500
16984798 2.25 20120201 20120301 13.375
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17130517 2.25 20100301 20100401 12.250
16803652 2.25 20091201 20100101 12.750
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16968698 2.75 20120101 20120201 13.500
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16978822 2.25 20120201 20120301 12.625
17088698 2.25 20120301 20120401 13.125
16979556 2.25 20120201 20120301 12.375
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16732004 2.25 20111201 20120101 12.999
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16852911 2.25 20120201 20120301 12.625
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16826755 2.25 20120101 20120201 12.875
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16978881 2.25 20120201 20120301 13.250
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17021175 2.25 20120301 20120401 11.875
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16980376 2.25 20120201 20120301 13.250
16852967 2.25 20120101 20120201 12.875
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16813777 2.25 20120101 20120201 12.500
16984736 2.25 20120301 20120401 11.750
16973887 2.25 20120101 20120201 11.875
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17027602 2.25 20120301 20120401 12.500
16819400 2.25 20111201 20120101 11.500
16819409 2.25 20120201 20120301 12.750
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16813745 2.25 20120101 20120201 12.000
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16973860 2.25 20120101 20120201 11.875
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16973868 2.25 20120101 20120201 11.875
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16984723 2.25 20120301 20120401 12.875
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16718162 2.25 20111101 20111201 11.875
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16856463 2.25 20120201 20120301 12.625
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16974407 2.25 20120301 20120401 11.625
16983159 2.25 20120301 20120401 12.875
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16775561 2.25 20120101 20120201 12.250
17047919 2.25 20120301 20120401 13.375
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16856483 2.25 20120201 20120301 12.875
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16983173 2.25 20120201 20120301 12.500
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16803477 2.25 20111201 20120101 12.125
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16813601 2.25 20120201 20120301 12.000
16833203 2.25 20120101 20120201 12.875
16803480 2.25 20111201 20120101 12.875
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16839743 2.25 20120101 20120201 12.000
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16803491 2.25 20111201 20120101 12.875
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17075578 2.25 20120301 20120401 12.625
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17010978 2.25 20120301 20120401 13.250
17010979 2.25 20120201 20120301 13.000
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16813635 2.25 20120101 20120201 13.000
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16965691 2.25 20120201 20120301 12.250
16851351 2.25 20120201 20120301 11.750
17033394 2.25 20120101 20120201 12.250
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16835325 2.25 20120101 20120201 12.750
16823744 2.25 20120101 20120201 12.000
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16835335 2.25 20120101 20120201 13.000
16835338 2.25 20120201 20120301 12.750
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16968562 2.25 20120201 20120301 13.250
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17034819 2.25 20120301 20120401 13.250
16835366 2.25 20111101 20111201 10.750
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16819334 2.25 20120101 20120201 12.500
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17002130 2.25 20120201 20120301 10.875
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17002133 2.25 20120201 20120301 11.875
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16978727 2.25 20120301 20120401 12.875
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16729755 2.25 20111201 20120101 12.500
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17088354 2.25 20120401 20120501 11.875
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17065923 2.25 20120401 20120501 12.375
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17074939 2.25 20120401 20120501 11.500
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17088959 2.25 20120201 20120301 12.250
17089048 2.25 20120301 20120401 13.375
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16684027 2.25 20111201 20120101 12.875
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16628995 2.25 20111001 20111101 12.875
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17051888 2.25 20120301 20120401 12.625
17051899 3.75 20111201 20120101 12.875
17051936 2.25 20120101 20120201 11.375
17052148 3.25 20120201 20120301 12.250
17052161 2.25 20120201 20120301 11.750
17053276 2.625 20120301 20120401 12.875
17053290 2.25 20120301 20120401 12.125
17055951 2.25 20120101 20120201 12.000
17057756 2.25 20120301 20120401 13.250
17057861 2.25 20120101 20120201 11.875
17059294 2.25 20120301 20120401 13.125
17059410 2.25 20120201 20120301 12.875
17059476 2.25 20120301 20120401 12.750
17060783 2.25 20120101 20120201 11.000
17065264 2.25 20120301 20120401 13.125
17066389 2.25 20120301 20120401 12.625
17066513 2.25 20110901 20111001 12.375
16985207 2.25 20120201 20120301 13.250
16985230 2.25 20120201 20120301 12.000
16990161 2.25 20120301 20120401 13.375
16990290 2.25 20140301 20140401 13.000
16991451 2.25 20120201 20120301 12.875
16991471 2.25 20120101 20120201 13.250
16991620 2.25 20120301 20120401 13.375
16991624 2.25 20120201 20120301 13.250
16991630 2.25 20120201 20120301 12.875
16994939 2.25 20120301 20120401 12.625
16994953 2.25 20111201 20120101 12.875
16995112 2.25 20111201 20120101 12.250
16995217 2.25 20120201 20120301 13.000
16995366 2.25 20120201 20120301 12.125
17000210 2.25 20120201 20120301 13.250
17000416 2.25 20120101 20120201 13.875
17002334 2.25 20120201 20120301 13.125
17003261 2.25 20111101 20111201 13.125
17011196 2.25 20140301 20140401 11.875
17011225 2.75 20120201 20120301 13.125
17011286 2.25 20111101 20111201 12.875
17012666 2.25 20120201 20120301 13.375
17012860 2.25 20120201 20120301 12.250
17012920 2.25 20120201 20120301 12.750
17012983 2.25 20120201 20120301 12.000
17013485 2.25 20120201 20120301 12.375
17013489 2.25 20120201 20120301 13.375
17013563 2.25 20120201 20120301 12.125
17013594 2.25 20120201 20120301 13.875
17013853 2.25 20120201 20120301 12.625
17014963 2.25 20120301 20120401 12.500
17014998 2.25 20140301 20140401 13.000
17015159 2.75 20120101 20120201 13.500
17016288 2.25 20120301 20120401 13.250
17016527 2.25 20120301 20120401 12.500
17021066 2.25 20120301 20120401 12.500
17021139 2.25 20120301 20120401 13.375
17021160 2.25 20120201 20120301 12.750
17021294 2.25 20120201 20120301 13.875
17021943 2.25 20120201 20120301 12.875
17022181 2.25 20120201 20120301 12.875
17022185 2.25 20120201 20120301 13.125
17022264 2.25 20120301 20120401 13.375
17027584 2.25 20120301 20120401 12.750
17027708 2.25 20120301 20120401 13.000
17033177 2.25 20120301 20120401 12.750
17033250 2.25 20140301 20140401 13.250
17033283 2.25 20120201 20120301 13.250
17033364 2.25 20120301 20120401 12.375
17034538 2.25 20120301 20120401 11.875
17034659 2.75 20120201 20120301 12.750
17034761 2.25 20120301 20120401 13.375
17034793 2.25 20120301 20120401 14.500
17042406 2.25 20120301 20120401 12.750
17042414 2.25 20120301 20120401 13.250
17042459 2.75 20120201 20120301 13.750
17042563 2.25 20120301 20120401 12.000
17042719 2.25 20120301 20120401 13.250
17042815 2.25 20120301 20120401 12.000
17043826 2.25 20120301 20120401 13.375
17043837 2.75 20120201 20120301 12.375
17043872 2.25 20120201 20120301 12.500
17044015 2.25 20120301 20120401 14.250
17044124 2.25 20120301 20120401 12.500
16965132 2.25 20120301 20120401 14.875
16965320 2.25 20120201 20120301 13.000
16965330 2.25 20120201 20120301 13.125
16965368 2.25 20120201 20120301 12.625
16965438 2.25 20120201 20120301 12.250
16965545 2.25 20120201 20120301 13.250
16968357 2.25 20120201 20120301 12.750
16968686 2.25 20111201 20120101 13.250
16968696 2.25 20120201 20120301 13.250
16970477 2.25 20111101 20111201 12.750
16970485 2.25 20120201 20120301 13.000
16970618 2.25 20120201 20120301 12.750
16970847 2.25 20120201 20120301 13.000
16970959 2.25 20120201 20120301 13.000
16973767 2.25 20120201 20120301 12.999
16973794 2.25 20120201 20120301 12.625
16973806 2.25 20120101 20120201 13.000
16973902 2.25 20120101 20120201 12.625
16973956 2.25 20120301 20120401 12.750
16974227 2.25 20120201 20120301 13.375
16974340 2.25 20120201 20120301 12.000
16974401 2.5 20120201 20120301 12.875
16974465 2.5 20120201 20120301 12.875
16974475 2.25 20120201 20120301 13.250
16978685 2.25 20120201 20120301 12.250
16978750 3.25 20120201 20120301 13.125
16978908 2.25 20120201 20120301 13.000
16979114 2.25 20120201 20120301 12.000
16979176 2.25 20120201 20120301 12.125
16979205 2.25 20120201 20120301 12.000
16979227 2.25 20120301 20120401 11.750
16979292 2.25 20120201 20120301 13.375
16979306 2.25 20120201 20120301 13.000
16980491 2.25 20120201 20120301 13.125
16980687 2.25 20120101 20120201 13.375
16980761 2.25 20120201 20120301 13.375
16980789 2.25 20120201 20120301 12.625
16981014 2.25 20120101 20120201 12.375
16981029 2.25 20120201 20120301 12.500
16981342 2.25 20120201 20120301 11.750
16981482 2.25 20120201 20120301 12.625
16840011 2.25 20120201 20120301 12.375
16840148 2.25 20120101 20120201 12.000
16840186 2.25 20120301 20120401 13.125
16840278 2.25 20120101 20120201 12.375
16844295 2.25 20120101 20120201 13.375
16844314 2.25 20120101 20120201 12.875
16844721 2.25 20120101 20120201 13.125
16845594 2.25 20120101 20120201 12.375
16845707 2.25 20120101 20120201 13.250
16845774 2.25 20120101 20120201 13.250
16845892 2.25 20120101 20120201 12.625
16846190 2.25 20170101 20170201 11.500
16847604 2.25 20120101 20120201 12.875
16847609 2.25 20120101 20120201 12.250
16847704 2.25 20120101 20120201 13.500
16847868 2.25 20120101 20120201 12.375
16847991 2.25 20120201 20120301 13.125
16848012 2.25 20120301 20120401 13.250
16848063 2.25 20120201 20120301 12.500
16849031 2.25 20120101 20120201 12.875
16849236 2.25 20120201 20120301 13.000
16849286 2.25 20120101 20120201 12.250
16849313 2.25 20120201 20120301 13.250
16832780 2.75 20111101 20111201 15.125
16835345 2.25 20120101 20120201 13.000
16835361 2.25 20111101 20111201 12.500
16835401 2.25 20120101 20120201 13.125
16835481 2.25 20161201 20170101 13.250
16835613 2.25 20120201 20120301 12.250
16835738 2.25 20120201 20120301 12.750
16835824 2.25 20120101 20120201 12.750
16835870 2.25 20120201 20120301 12.875
16838873 2.25 20120101 20120201 12.250
16839137 2.25 20120101 20120201 12.250
16839188 2.25 20120101 20120201 12.000
16839852 2.25 20120101 20120201 13.500
16819373 5 20091201 20100101 13.000
16819397 2.25 20111201 20120101 12.625
16819425 2.25 20170101 20170201 10.750
16819553 2.25 20170101 20170201 13.125
16819641 2.25 20120101 20120201 12.000
16823742 2.25 20120101 20120201 12.875
16823893 2.25 20120201 20120301 13.000
16823980 2.25 20111201 20120101 13.125
16824026 2.25 20120101 20120201 12.500
16824159 2.25 20120201 20120301 12.000
16826804 2.25 20110801 20110901 13.250
16826805 2.25 20120101 20120201 12.625
16826849 2.25 20091201 20100101 13.875
16826908 2.25 20120101 20120201 13.000
16814187 2.25 20120101 20120201 12.750
16819212 2.25 20120101 20120201 13.125
16819278 2.25 20120201 20120301 12.375
16819279 2.25 20120101 20120201 11.750
16806809 2.25 20120301 20120401 12.250
16806829 2.25 20120101 20120201 12.625
16806954 2.25 20120101 20120201 12.875
16806992 2.25 20120101 20120201 12.000
16807183 2.25 20120101 20120201 12.125
16807251 2.25 20111201 20120101 13.000
16807279 2.25 20120101 20120201 12.250
16807305 2.25 20111101 20111201 13.875
16807349 2.25 20120101 20120201 12.375
16809653 2.25 20120101 20120201 12.750
16809671 2.25 20111201 20120101 12.000
16809829 2.25 20120101 20120201 13.000
16801614 2.25 20111101 20111201 13.125
16801642 2.25 20120101 20120201 12.375
16803512 2.25 20111201 20120101 12.375
16798799 2.25 20120101 20120201 12.750
16801513 2.25 20120101 20120201 12.250
16798268 2.25 20111201 20120101 13.250
16798635 2.25 20170101 20170201 13.250
16798206 2.25 20111201 20120101 12.875
16790918 2.25 20111201 20120101 12.125
16791062 2.25 20120101 20120201 12.750
16789037 2.25 20120101 20120201 13.125
16789086 2.25 20091101 20091201 14.525
16790388 3.75 20111101 20111201 12.250
16790417 2.25 20120101 20120201 12.250
16790616 2.25 20120101 20120201 12.250
16781210 2.25 20120201 20120301 13.750
16781323 2.25 20120201 20120301 13.750
16784784 2.25 20111201 20120101 12.750
16784980 2.25 20111201 20120101 11.375
16786199 2.25 20111101 20111201 13.125
16786228 2.25 20111201 20120101 13.250
16788554 2.25 20120101 20120201 12.375
16788598 2.25 20120101 20120201 13.250
16788647 2.25 20111101 20111201 12.875
16788727 2.25 20120101 20120201 12.875
16777114 2.25 20111201 20120101 12.125
16771982 2.25 20111201 20120101 12.125
16770800 2.25 20120101 20120201 12.625
16774944 2.5 20111201 20120101 13.125
16768047 2.25 20111101 20111201 13.000
16768354 2.25 20111201 20120101 12.875
16729896 2.25 20111101 20111201 12.125
16731785 2.25 20111201 20120101 13.000
16731813 2.25 20111201 20120101 12.250
16731953 2.25 20111101 20111201 12.375
16729579 2.25 20120101 20120201 13.250
16765326 2.25 20111201 20120101 12.125
16721969 2.25 20120101 20120201 12.375
16721971 2.25 20120101 20120201 11.875
16704342 2.25 20111201 20120101 12.125
16681413 2.25 20111101 20111201 12.250
16540307 2.25 20111001 20111101 12.125
17090584 2.25 20120301 20120401 11.750
17090585 2.25 20120401 20120501 12.500
17090586 2.25 20120301 20120401 12.250
17090587 2.25 20120301 20120401 12.375
17090593 2.25 20120301 20120401 11.500
17090597 2.25 20120301 20120401 12.125
17090599 2.25 20120301 20120401 12.375
17090600 2.25 20120401 20120501 12.250
17090602 2.25 20120301 20120401 11.500
17090603 2.25 20120301 20120401 11.875
17090605 2.25 20120301 20120401 12.375
17090606 2.25 20120301 20120401 12.250
17090608 2.25 20120301 20120401 11.750
17090609 2.25 20120301 20120401 12.750
17090610 2.25 20120301 20120401 11.750
17090611 2.25 20120301 20120401 12.000
17090612 2.25 20120301 20120401 12.250
17090614 2.25 20120301 20120401 11.750
17090615 2.25 20120301 20120401 12.875
17090616 2.25 20120301 20120401 11.750
17090617 2.25 20120401 20120501 12.250
17090618 2.25 20120301 20120401 12.250
17090619 2.25 20120401 20120501 11.625
17090621 2.25 20120401 20120501 11.750
17090578 2.25 20120301 20120401 12.875
17090579 2.25 20120301 20120401 12.875
17090580 2.25 20120401 20120501 12.375
17090581 2.25 20120301 20120401 12.125
17090583 2.25 20120301 20120401 12.125
17059647 2.25 20120301 20120401 12.375
17059654 2.25 20120301 20120401 12.250
17059656 2.25 20120301 20120401 12.375
17059657 2.25 20120301 20120401 12.250
17059659 2.25 20120301 20120401 12.250
17059665 2.25 20120301 20120401 12.250
17059670 2.25 20120201 20120301 12.250
17059673 2.25 20120201 20120301 12.125
17059675 2.25 20120201 20120301 12.000
17059677 2.25 20120301 20120401 12.375
17059682 2.25 20120201 20120301 12.375
17059686 2.25 20120301 20120401 12.125
17090569 2.25 20120301 20120401 11.500
17090570 2.25 20120301 20120401 11.750
17090571 2.25 20120301 20120401 11.625
17090573 2.25 20120301 20120401 12.000
17090574 2.25 20120101 20120201 11.750
17015984 2.25 20120201 20120301 12.125
17015985 2.25 20120201 20120301 12.250
17015988 2.25 20120201 20120301 11.875
17015989 2.25 20120201 20120301 11.875
17015970 2.25 20120201 20120301 12.125
17015972 2.25 20120201 20120301 12.125
17015976 2.25 20120201 20120301 11.875
17015980 2.25 20120201 20120301 11.875
17015964 2.25 20120201 20120301 12.125
17015965 2.25 20120201 20120301 11.875
17015968 2.25 20120201 20120301 12.125
17015951 2.25 20120201 20120301 12.000
17015954 2.25 20120201 20120301 12.000
16966663 2.75 20080701 20080801 9.250
16789095 2.25 20120101 20120201 11.500
16789101 2.25 20120101 20120201 11.625
16789117 2.25 20120101 20120201 11.875
16789124 2.25 20120101 20120201 11.750
16789126 2.25 20120101 20120201 11.625
16839342 2.25 20161201 20170101 11.375
16964633 2.25 20111201 20120101 11.875
16964635 2.25 20120101 20120201 12.250
16964917 2.25 20120101 20120201 12.000
16964918 2.25 20120101 20120201 12.125
16964919 2.25 20120101 20120201 12.125
16964921 2.25 20120101 20120201 12.000
16964922 2.25 20120101 20120201 12.250
16964925 2.25 20120101 20120201 12.125
16964929 2.25 20120101 20120201 11.875
16964931 2.25 20120101 20120201 11.875
16964934 2.25 20120101 20120201 12.250
16964936 2.25 20120101 20120201 12.125
16964940 2.25 20120101 20120201 12.000
16964944 2.25 20120101 20120201 11.875
16964947 2.25 20120101 20120201 12.125
16964949 2.25 20120101 20120201 11.875
16964953 2.25 20120101 20120201 12.000
16549174 2.75 20110701 20110801 13.625
16549176 2.75 20110701 20110801 12.750
16549198 2.75 20130701 20130801 13.250
16549228 2.75 20130701 20130801 13.875
16549246 2.75 20110701 20110801 12.375
16549111 2.75 20110701 20110801 12.875
16770431 2.25 20111201 20120101 11.750
16770436 2.25 20111101 20111201 12.375
16770441 2.25 20111201 20120101 12.125
16770442 2.25 20111201 20120101 11.625
16770453 2.25 20111201 20120101 12.375
16770462 2.25 20111201 20120101 11.750
16770478 2.75 20091201 20100101 13.375
16770482 2.75 20111101 20111201 12.000
16685373 2.75 20111101 20111201 11.625
16685378 3.25 20111101 20111201 13.125
16685382 2.75 20111101 20111201 12.625
16685405 2.75 20111001 20111101 11.500
17043285 2.75 20111201 20120101 13.125
17043286 2.75 20091201 20100101 11.875
17043287 2.75 20091201 20100101 12.625
17043288 2.75 20120101 20120201 13.125
17043290 2.75 20120101 20120201 13.500
17043291 2.75 20100101 20100201 12.125
17043297 2.75 20120101 20120201 13.375
17044150 2.75 20161201 20170101 12.375
17044151 2.75 20131101 20131201 12.625
17044152 2.75 20131201 20140101 12.125
17044154 2.75 20111101 20111201 13.500
17044157 2.75 20131201 20140101 12.875
17044158 2.75 20131201 20140101 13.125
17044159 2.75 20131201 20140101 13.125
17044160 2.75 20131201 20140101 12.250
17044164 2.75 20131201 20140101 12.625
17044167 2.75 20131201 20140101 12.000
17044168 2.75 20131201 20140101 12.250
17044169 2.75 20111201 20120101 12.500
17044171 2.75 20161201 20170101 12.500
17044173 2.75 20131201 20140101 12.375
17044175 2.75 20090101 20090201 12.875
17044176 2.75 20131201 20140101 12.750
17044177 2.75 20131201 20140101 13.000
17044179 2.75 20131201 20140101 11.875
17044181 2.75 20081201 20090101 13.250
17044188 2.75 20131201 20140101 12.875
17044190 2.75 20131201 20140101 13.125
17044192 2.75 20131201 20140101 12.375
17044193 2.75 20120101 20120201 13.500
17044194 2.75 20111201 20120101 12.750
17044196 2.75 20111201 20120101 13.000
17044197 2.75 20081201 20090101 13.500
17044198 2.75 20091201 20100101 13.000
17044202 2.75 20140101 20140201 12.750
17044203 2.75 20120101 20120201 14.500
17044204 2.75 20120101 20120201 14.500
17010310 2.75 20150601 20150701 11.000
16042804 3.375 20090201 20090301 12.875
16007584 5.99 20071101 20071201 12.990
16827098 2.25 20110701 20110801 12.750
16808510 2.25 20110801 20110901 12.125
16809118 2.25 20110901 20111001 11.750
16371331 2.25 20160701 20160801 11.500
16639255 2.25 20130901 20131001 11.625
16639353 2.25 20160801 20160901 11.625
16639413 2.25 20160801 20160901 11.750
16635046 2.25 20130901 20131001 11.250
16639384 2.25 20160901 20161001 12.375
16639419 2.25 20161001 20161101 12.750
16019600 2.75 20080101 20080201 11.875
16019608 2.25 20080101 20080201 11.500
16042899 3.5 20110201 20110301 13.625
16066059 6.55 20080101 20080201 14.375
16019401 3.25 20080101 20080201 12.000
16019483 3.5 20101201 20110101 13.500
16019495 3.5 20110101 20110201 14.250
16019534 6.55 20080101 20080201 15.250
16244518 2.25 20110401 20110501 12.375
16007546 5.74 20071101 20071201 12.740
16007547 5.69 20071101 20071201 12.690
16007593 6.74 20071101 20071201 13.740
16007818 4 20080101 20080201 13.125
16007856 2.75 20071201 20080101 12.750
16008101 5.25 20071201 20080101 14.340
16008103 5.25 20071201 20080101 14.590
16008136 5.25 20071201 20080101 14.500
16008389 3 20070701 20070801 14.125
16008441 2.25 20080101 20080201 13.125
16008456 2.25 20090101 20090201 12.375
16008488 6.75 20080101 20080201 13.750
16008913 4 20070801 20070901 12.250
16005546 2.875 20070901 20071001 11.990
16005738 5.75 20070901 20071001 13.375
16005896 5 20100901 20101001 12.875
16005986 3.875 20071001 20071101 11.875
16006608 6.375 20080101 20080201 13.375
16006628 5.99 20070901 20071001 12.990
16006956 5.25 20071101 20071201 14.200
16006963 5.99 20081101 20081201 14.675
16006967 5.25 20081201 20090101 14.590
16007143 3.5 20101201 20110101 12.500
16007219 2.25 20101101 20101201 11.625
16007306 5.22 20071101 20071201 12.220
16007353 5.19 20071001 20071101 12.190
16007421 4.5 20071001 20071101 11.500
16626226 2.25 20070701 20070801 12.625
16146829 5 20100801 20100901 12.250
16146845 5 20101101 20101201 12.250
16846473 2.75 20111201 20120101 11.500
16068545 3.25 20110301 20110401 12.750
16068583 3.25 20110301 20110401 11.750
16549131 2.75 20110701 20110801 14.250
16146841 5 20100801 20100901 12.250
16802019 2.25 20091101 20091201 12.750
16802024 2.25 20091101 20091201 11.750
16840735 2.25 20170101 20170201 11.500
16840990 2.75 20161201 20170101 11.125
16840992 2.25 20161201 20170101 11.125
16841050 2.25 20161201 20170101 11.125
16846458 2.75 20111201 20120101 11.750
16846467 2.75 20111201 20120101 11.500
16846616 2.25 20111101 20111201 11.750
16846652 2.25 20111201 20120101 11.500
16846662 2.75 20111201 20120101 11.625
16846669 2.25 20111201 20120101 11.875
16846689 2.25 20111201 20120101 12.250
16846742 2.25 20111201 20120101 11.625
16846772 2.25 20111201 20120101 10.500
16846856 2.25 20111201 20120101 11.500
16649313 2.75 20090701 20090801 13.750
LOAN_SEQ MIN_RATE PER_RATE_CAP GROUP FNMA_LOAN NEG_AM
___________________________________________________________________________________________________________________________________________
16973804 1.870 1.000 Group II Yes No
16803579 1.995 2.000 Group I No No
16778519 1.870 1.000 Group I No No
16807148 1.870 1.000 Group II Yes No
16859442 1.870 1.000 Group II Yes No
16962964 1.870 1.000 Group II Yes No
16847865 1.870 1.000 Group II Yes No
16974000 1.870 1.000 Group II Yes No
17055524 1.995 2.000 Group II Yes No
17027903 1.280 1.000 Group I No No
17055527 1.995 2.000 Group II Yes No
16819700 0.343 1.000 Group I No No
16963152 1.870 1.000 Group II Yes No
17055529 1.995 2.000 Group II Yes No
16835746 -0.767 1.000 Group I No No
16835747 1.518 2.000 Group I No No
16709794 1.870 1.000 Group II Yes No
17022103 1.870 1.000 Group I No No
17003238 1.870 1.000 Group II Yes No
17055532 1.995 2.000 Group II Yes No
17042597 1.870 1.000 Group I No No
16979197 0.373 1.000 Group I No No
17034584 1.870 1.000 Group II Yes No
16844524 1.870 1.000 Group II Yes No
16672567 1.995 2.000 Group II Yes No
17000430 1.870 1.000 Group II Yes No
17034594 2.370 2.000 Group I No No
16832951 1.870 2.000 Group II Yes No
16853287 1.870 1.000 Group I No No
17000441 1.870 1.000 Group II Yes No
16770986 1.393 1.000 Group I No No
16801716 1.870 1.000 Group II Yes No
17013608 1.870 1.000 Group II Yes No
16840316 1.393 1.000 Group I No No
16965510 0.540 1.000 Group I No No
17078217 1.870 1.000 Group II Yes No
16859160 1.870 1.000 Group II Yes No
17128684 3.768 1.000 Group I No No
17055786 1.870 1.000 Group II Yes No
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17066550 1.870 2.000 Group II Yes No
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17013534 1.870 2.000 Group II Yes No
16814082 1.870 1.000 Group II Yes No
16814085 1.870 1.000 Group II Yes No
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16857631 1.870 1.000 Group II Yes No
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17013568 1.870 2.000 Group II Yes No
16968300 1.870 1.000 Group II Yes No
16968303 1.870 1.000 Group II Yes No
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16965479 1.870 1.000 Group II Yes No
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17013550 1.870 2.000 Group II Yes No
17012823 2.370 2.000 Group II Yes No
16824221 1.995 2.000 Group II Yes No
16851114 1.870 1.000 Group II Yes No
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16685699 1.870 1.000 Group II Yes No
17044017 1.870 1.000 Group II Yes No
17012832 2.370 2.000 Group II Yes No
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17011381 1.870 1.000 Group II Yes No
16722260 1.870 1.000 Group II Yes No
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16979134 1.870 1.000 Group II Yes No
16979140 1.870 1.000 Group II Yes No
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17053403 2.370 2.000 Group II Yes No
17042557 1.870 1.000 Group II Yes No
17014936 1.870 1.000 Group II Yes No
16819046 1.870 1.000 Group II Yes No
16714965 1.870 1.000 Group II Yes No
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17034542 2.370 2.000 Group II Yes No
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16979163 1.870 1.000 Group II Yes No
16979165 1.870 1.000 Group II Yes No
17042574 1.870 1.000 Group II Yes No
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16995033 2.370 2.000 Group II Yes No
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17042412 1.870 1.000 Group II Yes No
17042416 1.870 1.000 Group II Yes No
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17004675 2.370 2.000 Group II Yes No
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16995054 1.870 2.000 Group II Yes No
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16819787 1.870 1.000 Group II Yes No
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17012746 1.870 1.000 Group II Yes No
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17012769 2.620 2.000 Group II Yes No
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16984859 1.870 1.000 Group II Yes No
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17033689 1.870 1.000 Group II Yes No
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17027963 2.370 2.000 Group II Yes No
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17033300 1.870 1.000 Group II Yes No
17033301 1.870 1.000 Group II Yes No
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16979312 1.870 2.000 Group II Yes No
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16991799 1.995 2.000 Group II Yes No
17042722 1.870 1.000 Group II Yes No
16835253 1.870 1.000 Group II Yes No
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16968472 1.870 1.000 Group II Yes No
16968474 1.870 1.000 Group II Yes No
17002012 1.870 1.000 Group II Yes No
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16809400 1.995 2.000 Group II Yes No
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17060539 1.870 1.000 Group II Yes No
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17060540 1.870 1.000 Group II Yes No
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16728500 1.140 1.000 Group I No No
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16809423 1.870 1.000 Group II Yes No
17053269 1.013 1.000 Group I No No
16728508 0.600 1.000 Group I No No
16984848 1.870 1.000 Group II Yes No
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16979334 1.870 1.000 Group II Yes No
16979336 1.870 1.000 Group II Yes No
17016580 1.870 1.000 Group II Yes No
16846124 1.870 1.000 Group II Yes No
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16806926 1.870 1.000 Group II Yes No
16979340 1.870 2.000 Group II Yes No
16968496 1.870 1.000 Group II Yes No
17002038 2.370 2.000 Group II Yes No
16710088 1.870 2.000 Group II Yes No
17034738 1.870 1.000 Group II Yes No
17002040 1.870 1.000 Group II Yes No
17002043 1.870 2.000 Group II Yes No
17002047 1.870 1.000 Group II Yes No
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16826540 1.870 1.000 Group II Yes No
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16833010 1.870 1.000 Group II Yes No
17078200 1.870 1.000 Group II Yes No
17015056 1.870 1.000 Group II Yes No
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17013600 1.870 2.000 Group II Yes No
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16963235 1.870 1.000 Group II Yes No
16851861 2.620 1.000 Group II Yes No
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17055612 1.870 1.000 Group II Yes No
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16824362 1.870 1.000 Group II Yes No
17033297 1.870 1.000 Group II Yes No
17075608 1.870 1.000 Group II Yes No
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17075611 1.870 1.000 Group II Yes No
16803533 1.870 1.000 Group II Yes No
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17077082 1.870 1.000 Group II Yes No
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17077095 1.870 1.000 Group II Yes No
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16856597 1.870 2.000 Group II Yes No
16973800 1.870 1.000 Group II Yes No
16973802 1.870 1.000 Group II Yes No
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16990118 1.870 1.000 Group II Yes No
17003253 2.370 2.000 Group II Yes No
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17011278 1.870 1.000 Group II Yes No
16839330 1.870 1.000 Group II Yes No
16839332 1.870 1.000 Group II Yes No
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17066412 1.870 1.000 Group II Yes No
17027940 1.870 1.000 Group II Yes No
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17043981 1.870 2.000 Group II Yes No
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17027947 1.870 1.000 Group II Yes No
17055569 1.870 1.000 Group II Yes No
16970483 1.870 1.000 Group II Yes No
16819744 1.870 1.000 Group II Yes No
17088991 0.673 1.000 Group I No No
17088993 1.300 1.000 Group I No No
17003278 1.870 1.000 Group II Yes No
17055573 2.370 2.000 Group II Yes No
17055574 2.370 2.000 Group II Yes No
16970666 1.870 1.000 Group II Yes No
17015031 0.913 1.000 Group I No No
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17059312 1.870 2.000 Group II Yes No
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17055756 1.870 1.000 Group II Yes No
16835973 1.870 1.000 Group II Yes No
16963387 1.870 1.000 Group II Yes No
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16835979 1.870 1.000 Group II Yes No
17055761 1.870 1.000 Group II Yes No
16980617 1.995 2.000 Group II Yes No
17055578 2.370 2.000 Group II Yes No
16974057 1.870 1.000 Group II Yes No
16970495 1.870 1.000 Group II Yes No
16990098 1.870 1.000 Group II Yes No
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17048247 1.870 1.000 Group II Yes No
16819711 1.870 1.000 Group II Yes No
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17003245 1.870 2.000 Group II Yes No
17051984 1.870 1.000 Group II Yes No
17027927 1.870 1.000 Group II Yes No
16970463 1.870 1.000 Group II Yes No
16714117 0.860 2.000 Group I No No
16990051 1.870 1.000 Group II Yes No
16984993 1.518 2.000 Group I No No
17000396 1.870 1.000 Group II Yes No
17051952 1.870 1.000 Group I No No
16963141 1.870 1.000 Group II Yes No
17051958 1.870 1.000 Group II Yes No
16970437 1.870 2.000 Group II Yes No
17011238 2.370 2.000 Group II Yes No
17055510 1.995 2.000 Group I No No
17055513 1.995 2.000 Group I No No
17055515 1.995 2.000 Group II Yes No
16845840 1.870 1.000 Group II Yes No
16980549 1.870 1.000 Group II Yes No
16840048 1.870 1.000 Group II Yes No
16965244 1.870 1.000 Group II Yes No
17066369 1.870 1.000 Group II Yes No
16840051 1.870 1.000 Group II Yes No
17057623 1.870 1.000 Group II Yes No
16991411 1.110 1.000 Group I No No
16991414 1.220 1.000 Group I No No
16980566 1.870 1.000 Group II Yes No
16981298 1.870 1.000 Group II Yes No
16731524 1.870 1.000 Group II Yes No
17057630 1.870 1.000 Group II Yes No
16857453 1.870 1.000 Group II Yes No
17012639 1.870 1.000 Group II Yes No
16991430 1.995 2.000 Group II Yes No
16838598 1.870 1.000 Group II Yes No
17077251 2.370 2.000 Group II Yes No
16995002 1.870 1.000 Group II Yes No
17077259 1.870 1.000 Group II Yes No
16857478 1.870 1.000 Group II Yes No
17075803 1.870 2.000 Group II Yes No
17075805 1.870 1.000 Group II Yes No
16995014 1.870 1.000 Group II Yes No
16991454 2.370 2.000 Group II Yes No
16991455 1.870 1.000 Group II Yes No
16991456 1.870 2.000 Group II Yes No
17004654 1.870 1.000 Group II Yes No
17012675 1.870 1.000 Group II Yes No
16708244 1.870 1.000 Group II Yes No
16803744 0.573 1.000 Group I No No
17027575 1.870 2.000 Group II Yes No
16852823 1.870 1.000 Group II Yes No
16819371 1.995 2.000 Group II Yes No
16852827 1.870 1.000 Group II Yes No
16844808 1.870 1.000 Group II Yes No
16672847 0.870 1.000 Group II Yes No
16819377 1.518 2.000 Group I No No
16979480 1.870 1.000 Group II Yes No
17005000 1.870 1.000 Group II Yes No
17005002 1.870 1.000 Group II Yes No
17027580 1.393 2.000 Group I No No
16844812 1.870 1.000 Group II Yes No
16846271 1.870 1.000 Group II Yes No
17034876 1.870 1.000 Group II Yes No
16846274 1.870 1.000 Group II Yes No
16819384 1.995 2.000 Group II Yes No
16819386 1.995 2.000 Group II Yes No
16819387 1.995 2.000 Group II Yes No
16798786 1.870 2.000 Group II Yes No
17005017 1.870 2.000 Group II Yes No
17077047 1.995 2.000 Group II Yes No
16790921 1.870 2.000 Group II Yes No
16798237 1.870 1.000 Group II Yes No
17014731 1.870 1.000 Group II Yes No
16973931 1.870 1.000 Group II Yes No
16778645 1.870 2.000 Group II Yes No
16847987 1.870 1.000 Group II Yes No
16847988 1.870 1.000 Group II Yes No
17014741 1.870 1.000 Group II Yes No
17014749 1.995 2.000 Group II Yes No
16807276 1.870 1.000 Group II Yes No
17075794 1.870 1.000 Group I No No
16973943 1.870 2.000 Group II Yes No
16973944 1.995 2.000 Group II Yes No
16847990 1.870 1.000 Group II Yes No
16798257 1.870 1.000 Group II Yes No
17014750 1.870 1.000 Group II Yes No
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16973954 1.870 1.000 Group II Yes No
16839985 1.870 1.000 Group II Yes No
16859589 1.870 1.000 Group II Yes No
17060524 1.870 1.000 Group I No No
17060527 1.870 1.000 Group II Yes No
16852325 1.870 1.000 Group II Yes No
17014767 1.995 2.000 Group II Yes No
16798270 1.870 1.000 Group II Yes No
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16973964 1.870 1.000 Group II Yes No
16839991 0.133 1.000 Group I No No
17000219 1.870 1.000 Group II Yes No
17060530 1.870 1.000 Group I No No
17060531 1.870 1.000 Group I No No
16852970 1.870 1.000 Group II Yes No
16852971 1.870 1.000 Group II Yes No
16849248 1.870 1.000 Group II Yes No
16970910 1.870 1.000 Group II Yes No
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17060533 1.870 1.000 Group II Yes No
17066322 2.370 2.000 Group II Yes No
17055470 1.995 2.000 Group II Yes No
17055471 1.995 2.000 Group II Yes No
17055472 1.995 2.000 Group II Yes No
16980512 1.870 1.000 Group II Yes No
17055475 1.995 2.000 Group II Yes No
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17043895 2.370 2.000 Group II Yes No
16839257 1.870 1.000 Group II Yes No
17008989 1.870 1.000 Group II Yes No
16835695 1.870 2.000 Group II Yes No
17022052 1.870 1.000 Group II Yes No
17022059 1.870 1.000 Group II Yes No
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17066339 2.370 2.000 Group II Yes No
17027865 1.870 1.000 Group II Yes No
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17027868 1.870 1.000 Group II Yes No
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17066344 1.518 2.000 Group I No No
17027870 1.870 1.000 Group II Yes No
17066346 1.995 2.000 Group I No No
16857412 1.870 1.000 Group II Yes No
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17066349 1.995 2.000 Group II Yes No
17027875 1.870 1.000 Group II Yes No
16826966 1.870 1.000 Group II Yes No
16978731 1.870 1.000 Group II Yes No
16835398 2.370 2.000 Group II Yes No
16978736 1.870 1.000 Group II Yes No
16844471 1.995 2.000 Group II Yes No
16835723 1.870 1.000 Group II Yes No
16729372 1.870 1.000 Group II Yes No
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17066351 1.995 2.000 Group I No No
17066352 1.995 2.000 Group II Yes No
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16852816 1.870 1.000 Group II Yes No
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17013019 1.870 1.000 Group II Yes No
16973920 1.995 2.000 Group II Yes No
17075773 1.870 1.000 Group II Yes No
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17048177 1.870 1.000 Group II Yes No
16981235 1.870 1.000 Group II Yes No
17043885 1.870 2.000 Group II Yes No
17027847 1.870 1.000 Group II Yes No
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16813805 1.870 1.000 Group II Yes No
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16798227 1.870 1.000 Group II Yes No
16798228 1.870 1.000 Group II Yes No
17014720 1.870 1.000 Group II Yes No
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17014729 1.870 2.000 Group II Yes No
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17043852 1.870 2.000 Group I No No
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17022018 1.870 1.000 Group II Yes No
17011169 1.870 1.000 Group II Yes No
16963072 1.870 1.000 Group II Yes No
16826913 1.870 1.000 Group II Yes No
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17011172 1.160 1.000 Group I No No
17022028 1.870 2.000 Group II Yes No
16826924 1.870 1.000 Group II Yes No
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16693393 0.750 1.000 Group I No No
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17077123 1.995 2.000 Group II Yes No
16857340 1.870 1.000 Group II Yes No
16857343 1.870 1.000 Group II Yes No
16980464 1.870 1.000 Group II Yes No
16980465 1.870 1.000 Group II Yes No
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17043838 1.870 2.000 Group II Yes No
17043839 2.370 2.000 Group II Yes No
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16775049 1.870 1.000 Group I No No
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17000293 1.870 1.000 Group II Yes No
17043840 1.870 2.000 Group II Yes No
17043845 1.870 2.000 Group II Yes No
17043848 1.870 2.000 Group II Yes No
16963056 1.870 1.000 Group II Yes No
17011152 1.870 1.000 Group II Yes No
17011153 1.870 1.000 Group II Yes No
17011154 1.393 1.000 Group I No No
17048035 1.870 1.000 Group II Yes No
16819503 1.870 1.000 Group II Yes No
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16968763 1.870 2.000 Group II Yes No
16968764 1.870 2.000 Group II Yes No
17011057 1.870 1.000 Group II Yes No
17056066 1.870 1.000 Group II Yes No
16770670 1.995 2.000 Group II Yes No
17027719 1.870 1.000 Group II Yes No
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17056076 1.870 1.000 Group II Yes No
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16978905 1.870 1.000 Group II Yes No
16994945 1.870 1.000 Group II Yes No
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16981122 1.870 2.000 Group II Yes No
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17048065 1.870 1.000 Group II Yes No
16981127 1.870 1.000 Group II Yes No
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16994950 2.370 2.000 Group II Yes No
16994954 2.370 2.000 Group II Yes No
16994956 1.870 1.000 Group II Yes No
16968795 1.870 2.000 Group II Yes No
16994959 1.870 1.000 Group II Yes No
17011088 2.370 2.000 Group II Yes No
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16845704 1.995 2.000 Group II Yes No
16681760 1.870 1.000 Group II Yes No
16826835 1.870 1.000 Group II Yes No
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16994961 1.870 1.000 Group II Yes No
16994965 1.870 1.000 Group II Yes No
16798946 1.870 1.000 Group II Yes No
16994969 1.870 1.000 Group II Yes No
17021217 1.870 1.000 Group II Yes No
17027755 1.870 1.000 Group II Yes No
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17048087 1.870 1.000 Group II Yes No
16835593 1.870 1.000 Group II Yes No
16994973 1.870 1.000 Group II Yes No
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16981150 1.870 1.000 Group II Yes No
17027761 1.870 1.000 Group II Yes No
16981151 1.870 1.000 Group II Yes No
16980424 1.870 1.000 Group II Yes No
16826857 1.870 1.000 Group II Yes No
16978940 1.870 1.000 Group II Yes No
16994981 1.870 1.000 Group II Yes No
16994984 1.870 1.000 Group II Yes No
16965122 1.870 1.000 Group II Yes No
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17027776 1.870 1.000 Group II Yes No
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16980449 1.870 2.000 Group II Yes No
16981179 1.870 1.000 Group II Yes No
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16845750 1.870 2.000 Group II Yes No
16965147 2.370 2.000 Group II Yes No
16965148 1.870 1.000 Group II Yes No
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17088703 1.870 1.000 Group II Yes No
17088705 1.870 1.000 Group II Yes No
16788731 1.870 1.000 Group II Yes No
17078587 1.870 1.000 Group II Yes No
17011007 1.870 1.000 Group II Yes No
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17088714 1.870 1.000 Group II Yes No
17088717 1.870 1.000 Group II Yes No
16984761 1.870 1.000 Group II Yes No
17048000 1.995 2.000 Group II Yes No
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16770632 1.870 1.000 Group I No No
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16968731 1.870 1.000 Group II Yes No
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16984780 1.870 1.000 Group II Yes No
16968744 1.870 1.000 Group II Yes No
16968745 1.870 1.000 Group II Yes No
16788765 3.495 1.000 Group II Yes No
16968748 1.870 1.000 Group II Yes No
17000184 1.870 1.000 Group II Yes No
16809379 1.870 1.000 Group II Yes No
17000190 1.870 1.000 Group II Yes No
16984798 1.870 1.000 Group II Yes No
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17130515 1.870 2.000 Group II Yes No
17130517 1.870 2.000 Group II Yes No
16803652 1.870 2.000 Group I No No
17057594 1.240 1.000 Group I No No
16856686 1.870 1.000 Group II Yes No
17130522 1.870 2.000 Group II Yes No
17130523 1.870 2.000 Group II Yes No
17021109 1.870 1.000 Group II Yes No
16968698 2.370 2.000 Group II Yes No
16981032 1.870 2.000 Group II Yes No
16978822 1.870 1.000 Group II Yes No
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16979556 1.870 1.000 Group II Yes No
16835499 1.870 1.000 Group II Yes No
16978833 1.870 1.000 Group II Yes No
16732004 1.870 1.000 Group II Yes No
16732007 1.870 1.000 Group II Yes No
16852911 1.870 1.000 Group II Yes No
16785034 1.870 1.000 Group II Yes No
16785035 1.870 1.000 Group II Yes No
16785038 1.870 1.000 Group II Yes No
16826755 1.870 1.000 Group II Yes No
16819466 1.870 1.000 Group II Yes No
17065411 1.870 1.000 Group II Yes No
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16978852 1.870 2.000 Group II Yes No
16979581 1.870 1.000 Group II Yes No
17021141 1.870 1.000 Group II Yes No
17002270 1.870 1.000 Group II Yes No
17077009 1.995 2.000 Group II Yes No
16849202 1.870 1.000 Group II Yes No
16729813 1.870 1.000 Group II Yes No
17027688 1.870 1.000 Group II Yes No
16845646 1.870 1.000 Group II Yes No
17077017 1.995 2.000 Group II Yes No
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16981083 2.370 1.000 Group II Yes No
16819499 1.870 1.000 Group II Yes No
17021166 1.870 1.000 Group II Yes No
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17005130 1.870 1.000 Group II Yes No
17021170 1.870 1.000 Group II Yes No
17021173 1.870 1.000 Group II Yes No
17021175 0.823 1.000 Group I No No
17077034 1.995 2.000 Group II Yes No
16980376 1.870 1.000 Group II Yes No
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17005144 2.870 1.000 Group II Yes No
17077041 1.995 2.000 Group II Yes No
17078561 1.870 1.000 Group II Yes No
16813777 1.870 1.000 Group II Yes No
16984736 1.870 1.000 Group II Yes No
16973887 1.995 2.000 Group II Yes No
17000137 2.370 2.000 Group II Yes No
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17000141 2.370 2.000 Group II Yes No
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17000148 1.870 1.000 Group I No No
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16856694 1.870 1.000 Group II Yes No
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17075755 1.870 1.000 Group II Yes No
16859537 1.870 1.000 Group II Yes No
16853005 1.870 1.000 Group II Yes No
16714741 1.870 1.000 Group II Yes No
17088700 1.870 1.000 Group II Yes No
17057561 1.870 1.000 Group II Yes No
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16856656 1.870 1.000 Group II Yes No
16856661 1.870 1.000 Group II Yes No
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16856667 1.870 1.000 Group II Yes No
16803648 1.995 2.000 Group II Yes No
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16978813 1.870 1.000 Group II Yes No
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16809250 1.995 2.000 Group II Yes No
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16852192 1.870 1.000 Group I No No
16968646 2.370 2.000 Group II Yes No
16835432 1.870 1.000 Group II Yes No
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17027602 1.870 1.000 Group II Yes No
16819400 1.995 2.000 Group I No No
16819409 1.870 1.000 Group II Yes No
16979514 1.870 1.000 Group II Yes No
16968663 1.870 2.000 Group II Yes No
16968669 1.870 1.000 Group II Yes No
17027614 1.870 1.000 Group II Yes No
16826700 1.870 1.000 Group II Yes No
16981007 0.830 1.000 Group I No No
16981009 1.870 1.000 Group II Yes No
16770578 1.870 1.000 Group II Yes No
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17002220 1.870 1.000 Group II Yes No
17027639 1.870 1.000 Group II Yes No
17055992 0.953 1.000 Group I No No
17047978 2.120 1.000 Group II Yes No
16851417 1.870 1.000 Group II Yes No
16973783 1.870 1.000 Group II Yes No
16973784 1.870 1.000 Group II Yes No
16778496 1.870 1.000 Group II Yes No
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16973755 1.870 2.000 Group II Yes No
16981776 1.870 1.000 Group II Yes No
16973759 1.870 1.000 Group II Yes No
17033430 1.995 2.000 Group II Yes No
16962980 1.870 1.000 Group II Yes No
16839867 1.870 1.000 Group II Yes No
17021939 1.870 2.000 Group II Yes No
16839870 1.870 2.000 Group II Yes No
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17021940 2.370 2.000 Group II Yes No
17021947 1.870 1.000 Group II Yes No
16813745 1.870 1.000 Group II Yes No
17059573 1.870 1.000 Group II Yes No
16859390 0.853 1.000 Group I No No
16981783 1.870 1.000 Group II Yes No
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16852228 1.870 1.000 Group II Yes No
17021959 1.870 1.000 Group II Yes No
17078546 1.870 1.000 Group II Yes No
16973860 1.995 2.000 Group II Yes No
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17000119 2.370 2.000 Group II Yes No
17014676 1.870 1.000 Group II Yes No
16984723 1.870 1.000 Group II Yes No
17000129 1.870 2.000 Group II Yes No
16851406 1.870 1.000 Group II Yes No
16718162 1.518 2.000 Group I No No
17013849 0.760 1.000 Group I No No
17059581 1.870 1.000 Group II Yes No
16973779 1.870 1.000 Group II Yes No
16983122 1.995 2.000 Group II Yes No
16983127 1.870 1.000 Group II Yes No
17003601 1.350 2.000 Group I No No
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17005064 1.870 1.000 Group II Yes No
16803427 1.995 2.000 Group II Yes No
16983131 1.995 2.000 Group II Yes No
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16970826 1.870 1.000 Group II Yes No
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16856461 1.870 1.000 Group I No No
16849171 1.870 1.000 Group II Yes No
16856463 1.870 1.000 Group II Yes No
16790858 0.550 1.000 Group I No No
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16983159 1.870 1.000 Group II Yes No
16807012 1.870 1.000 Group II Yes No
17055933 1.870 1.000 Group II Yes No
16803457 1.870 1.000 Group II Yes No
17047918 1.103 2.000 Group I No No
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17047919 1.870 1.000 Group II Yes No
16847734 1.100 1.000 Group I No No
16856483 1.870 1.000 Group II Yes No
16847738 1.870 1.000 Group II Yes No
16970859 1.870 1.000 Group II Yes No
16803463 1.995 2.000 Group II Yes No
16974422 1.870 1.000 Group II Yes No
17055944 1.870 1.000 Group II Yes No
16983172 1.870 1.000 Group II Yes No
16983173 1.870 1.000 Group II Yes No
16790885 1.870 2.000 Group II Yes No
16807037 1.023 1.000 Group I No No
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16803477 1.870 1.000 Group I No No
16774852 1.870 2.000 Group II Yes No
17010952 1.400 1.000 Group I No No
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16833203 1.870 1.000 Group II Yes No
16803480 1.870 1.000 Group II Yes No
17047941 1.870 2.000 Group II Yes No
17055960 1.870 1.000 Group II Yes No
16839743 1.393 1.000 Group I No No
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16680127 1.870 1.000 Group I No No
16803491 1.870 1.000 Group II Yes No
17047952 1.870 1.000 Group II Yes No
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17075578 1.870 2.000 Group II Yes No
17033401 1.870 1.000 Group II Yes No
17010975 1.870 1.000 Group II Yes No
17010977 1.393 1.000 Group I No No
17010978 1.870 1.000 Group II Yes No
17010979 1.870 1.000 Group II Yes No
16721855 1.870 1.000 Group II Yes No
16973730 1.870 1.000 Group II Yes No
17078419 1.870 1.000 Group II Yes No
16974463 1.870 1.000 Group II Yes No
16974467 1.870 1.000 Group II Yes No
17010980 1.870 1.000 Group II Yes No
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16965691 1.870 1.000 Group I No No
16851351 1.870 1.000 Group II Yes No
17033394 1.870 1.000 Group II Yes No
17052267 1.205 1.000 Group I No No
16968530 1.870 1.000 Group II Yes No
16835325 1.870 1.000 Group II Yes No
16823744 1.870 1.000 Group II Yes No
17042805 5.043 1.500 Group I No No
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16835338 1.870 1.000 Group II Yes No
16851382 1.870 1.000 Group II Yes No
16823769 1.393 1.000 Group I No No
16968562 1.870 1.000 Group II Yes No
16846207 1.870 1.000 Group II Yes No
17002111 1.870 2.000 Group II Yes No
17034819 1.870 1.000 Group II Yes No
16835366 1.870 1.000 Group II Yes No
16978706 1.870 1.000 Group II Yes No
17002125 2.370 2.000 Group II Yes No
17002127 1.870 2.000 Group II Yes No
16819334 1.870 1.000 Group II Yes No
16846227 1.430 1.000 Group I No No
17002130 1.870 1.000 Group II Yes No
17002131 1.870 1.000 Group II Yes No
17002133 1.870 2.000 Group II Yes No
16968596 1.870 1.000 Group II Yes No
16846235 1.870 2.000 Group II Yes No
16661965 1.870 1.000 Group II Yes No
16979450 1.870 1.000 Group II Yes No
16978727 1.870 1.000 Group II Yes No
16826640 1.870 1.000 Group II Yes No
16729755 1.870 1.000 Group II Yes No
17005054 1.393 1.000 Group I No No
16844453 1.870 1.000 Group II Yes No
16684076 1.870 2.000 Group II Yes No
16692099 1.870 1.000 Group II Yes No
17011210 1.393 1.000 Group I No No
15999358 1.995 1.000 Group I No No
17011215 1.870 1.000 Group I No No
17000363 0.783 1.000 Group I No No
17051931 1.870 1.000 Group II Yes No
16835712 1.995 2.000 Group II Yes No
16963125 1.870 1.000 Group II Yes No
16970417 1.870 1.000 Group II Yes No
17051831 1.995 2.000 Group I No No
17051833 1.995 2.000 Group I No No
17051835 1.995 2.000 Group II Yes No
17060584 0.750 1.000 Group I No No
17051839 1.995 2.000 Group II Yes No
16852388 1.870 1.000 Group II Yes No
16968833 1.870 1.000 Group II Yes No
16968834 1.870 1.000 Group II Yes No
16968835 1.870 1.000 Group II Yes No
17011127 1.870 1.000 Group II Yes No
16984974 1.870 1.000 Group II Yes No
17003204 1.870 1.000 Group II Yes No
17000370 1.250 1.000 Group I No No
17003209 1.870 1.000 Group II Yes No
17048210 1.870 1.000 Group II Yes No
17055507 1.995 2.000 Group II Yes No
17060691 1.870 1.000 Group I No No
16835720 1.870 1.000 Group II Yes No
16970423 1.870 1.000 Group II Yes No
17021279 1.870 1.000 Group II Yes No
16849330 1.870 1.000 Group II Yes No
16965161 1.870 1.000 Group II Yes No
16965162 1.870 1.000 Group II Yes No
16980476 2.370 2.000 Group II Yes No
16980478 2.370 2.000 Group II Yes No
16965171 1.870 2.000 Group II Yes No
16849356 1.870 1.000 Group II Yes No
17011115 1.870 1.000 Group II Yes No
17033468 1.020 1.000 Group I No No
16968600 1.870 1.000 Group II Yes No
16809229 1.870 1.000 Group II Yes No
16984647 1.870 1.000 Group II Yes No
17078486 1.870 1.000 Group II Yes No
16984654 1.870 1.000 Group II Yes No
16970655 1.870 1.000 Group II Yes No
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17033376 1.870 1.000 Group II Yes No
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16974388 1.870 1.000 Group II Yes No
17113525 1.870 1.000 Group II Yes No
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16991806 1.995 2.000 Group II Yes No
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16985253 1.870 1.000 Group II Yes No
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17060621 1.870 1.000 Group II Yes No
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17060625 1.870 1.000 Group II Yes No
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16680436 1.870 1.000 Group II Yes No
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17171512 1.995 2.000 Group II Yes No
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17075185 1.870 1.000 Group II Yes No
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17064717 1.870 1.000 Group II Yes No
17064722 1.870 1.000 Group II Yes No
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16681171 1.870 1.000 Group II Yes No
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16665531 1.870 2.000 Group II Yes No
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16628995 1.870 1.000 Group II Yes No
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17051899 3.370 2.000 Group II Yes No
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17066513 1.870 1.000 Group II Yes No
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17011196 1.870 1.000 Group II Yes No
17011225 2.370 2.000 Group II Yes No
17011286 1.393 1.000 Group I No No
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17012983 1.870 1.000 Group II Yes No
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17013594 1.870 2.000 Group II Yes No
17013853 1.870 1.000 Group II Yes No
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17015159 2.370 2.000 Group II Yes No
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17021066 1.870 1.000 Group II Yes No
17021139 1.870 1.000 Group II Yes No
17021160 1.870 1.000 Group II Yes No
17021294 1.190 1.000 Group I No No
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17022264 1.870 1.000 Group I No No
17027584 1.870 1.000 Group II Yes No
17027708 1.870 1.000 Group II Yes No
17033177 1.870 1.000 Group II Yes No
17033250 1.870 1.000 Group II Yes No
17033283 1.870 1.000 Group II Yes No
17033364 1.870 1.000 Group II Yes No
17034538 1.870 2.000 Group II Yes No
17034659 2.370 2.000 Group II Yes No
17034761 1.870 1.000 Group II Yes No
17034793 1.060 1.000 Group I No No
17042406 1.870 1.000 Group II Yes No
17042414 1.870 1.000 Group II Yes No
17042459 2.370 2.000 Group II Yes No
17042563 1.870 1.000 Group II Yes No
17042719 1.870 1.000 Group II Yes No
17042815 1.870 1.000 Group II Yes No
17043826 1.870 1.000 Group II Yes No
17043837 1.893 2.000 Group I No No
17043872 1.870 2.000 Group II Yes No
17044015 0.800 1.000 Group I No No
17044124 1.870 1.000 Group II Yes No
16965132 0.750 1.000 Group I No No
16965320 1.870 1.000 Group II Yes No
16965330 1.870 1.000 Group II Yes No
16965368 1.870 1.000 Group II Yes No
16965438 1.870 1.000 Group II Yes No
16965545 1.870 1.000 Group II Yes No
16968357 1.870 1.000 Group II Yes No
16968686 1.870 2.000 Group II Yes No
16968696 1.870 1.000 Group II Yes No
16970477 1.870 1.000 Group II Yes No
16970485 1.870 1.000 Group II Yes No
16970618 1.870 1.000 Group II Yes No
16970847 1.870 1.000 Group II Yes No
16970959 1.870 1.000 Group II Yes No
16973767 1.870 1.000 Group II Yes No
16973794 1.870 1.000 Group II Yes No
16973806 1.870 1.000 Group II Yes No
16973902 1.870 1.000 Group II Yes No
16973956 1.870 1.000 Group II Yes No
16974227 1.870 2.000 Group II Yes No
16974340 1.870 1.000 Group II Yes No
16974401 2.120 1.000 Group II Yes No
16974465 2.120 1.000 Group II Yes No
16974475 1.870 1.000 Group II Yes No
16978685 1.870 1.000 Group II Yes No
16978750 2.870 1.000 Group II Yes No
16978908 1.870 1.000 Group II Yes No
16979114 1.870 1.000 Group II Yes No
16979176 1.870 1.000 Group II Yes No
16979205 1.870 1.000 Group II Yes No
16979227 1.870 1.000 Group II Yes No
16979292 1.870 2.000 Group II Yes No
16979306 1.870 1.000 Group II Yes No
16980491 1.870 1.000 Group II Yes No
16980687 1.870 2.000 Group II Yes No
16980761 1.870 2.000 Group II Yes No
16980789 1.870 1.000 Group II Yes No
16981014 1.870 1.000 Group II Yes No
16981029 1.870 1.000 Group II Yes No
16981342 1.870 1.000 Group II Yes No
16981482 1.870 1.000 Group II Yes No
16840011 1.870 1.000 Group II Yes No
16840148 1.870 1.000 Group I No No
16840186 1.870 1.000 Group II Yes No
16840278 1.870 1.000 Group II Yes No
16844295 1.870 2.000 Group II Yes No
16844314 1.870 1.000 Group II Yes No
16844721 1.870 1.000 Group II Yes No
16845594 1.870 1.000 Group II Yes No
16845707 1.870 1.000 Group II Yes No
16845774 1.870 1.000 Group II Yes No
16845892 1.870 1.000 Group II Yes No
16846190 1.870 1.000 Group II Yes No
16847604 1.870 1.000 Group II Yes No
16847609 1.870 1.000 Group II Yes No
16847704 1.870 1.000 Group II Yes No
16847868 1.870 1.000 Group II Yes No
16847991 1.870 1.000 Group II Yes No
16848012 1.870 1.000 Group II Yes No
16848063 1.870 1.000 Group I No No
16849031 1.870 1.000 Group II Yes No
16849236 1.870 1.000 Group II Yes No
16849286 1.393 1.000 Group I No No
16849313 1.870 1.000 Group II Yes No
16832780 2.370 2.000 Group II Yes No
16835345 1.870 1.000 Group II Yes No
16835361 1.870 1.000 Group II Yes No
16835401 1.870 1.000 Group II Yes No
16835481 1.870 2.000 Group II Yes No
16835613 1.393 1.000 Group I No No
16835738 1.140 1.000 Group I No No
16835824 1.870 1.000 Group II Yes No
16835870 1.870 1.000 Group II Yes No
16838873 1.870 1.000 Group II Yes No
16839137 1.870 1.000 Group II Yes No
16839188 1.393 1.000 Group I No No
16839852 1.870 1.000 Group II Yes No
16819373 3.823 2.000 Group I No No
16819397 0.843 1.000 Group I No No
16819425 1.870 1.000 Group II Yes No
16819553 1.870 1.000 Group II Yes No
16819641 1.870 1.000 Group II Yes No
16823742 1.870 1.000 Group I No No
16823893 1.870 1.000 Group I No No
16823980 1.870 2.000 Group I No No
16824026 1.870 1.000 Group II Yes No
16824159 1.870 1.000 Group II Yes No
16826804 1.870 2.000 Group II Yes No
16826805 1.870 1.000 Group I No No
16826849 1.870 1.000 Group II Yes No
16826908 1.870 1.000 Group II Yes No
16814187 1.870 1.000 Group II Yes No
16819212 1.870 1.000 Group II Yes No
16819278 1.870 2.000 Group II Yes No
16819279 1.393 1.000 Group I No No
16806809 1.393 1.000 Group I No No
16806829 1.870 1.000 Group I No No
16806954 1.870 1.000 Group II Yes No
16806992 1.870 1.000 Group II Yes No
16807183 1.870 1.000 Group II Yes No
16807251 1.870 1.000 Group II Yes No
16807279 1.870 1.000 Group I No No
16807305 1.200 2.000 Group I No No
16807349 1.870 1.000 Group I No No
16809653 1.870 1.000 Group II Yes No
16809671 1.393 1.000 Group I No No
16809829 1.870 1.000 Group II Yes No
16801614 0.990 1.000 Group I No No
16801642 1.870 1.000 Group II Yes No
16803512 1.870 1.000 Group II Yes No
16798799 1.870 1.000 Group I No No
16801513 1.870 1.000 Group II Yes No
16798268 1.870 1.000 Group II Yes No
16798635 1.870 1.000 Group II Yes No
16798206 1.130 1.000 Group I No No
16790918 1.870 1.000 Group II Yes No
16791062 1.870 1.000 Group II Yes No
16789037 1.870 1.000 Group I No No
16789086 0.940 1.000 Group I No No
16790388 3.370 1.000 Group II Yes No
16790417 1.870 1.000 Group II Yes No
16790616 1.870 1.000 Group II Yes No
16781210 1.870 2.000 Group II Yes No
16781323 1.870 2.000 Group II Yes No
16784784 1.240 1.000 Group I No No
16784980 1.870 1.000 Group I No No
16786199 1.870 2.000 Group II Yes No
16786228 1.870 2.000 Group II Yes No
16788554 1.870 1.000 Group I No No
16788598 1.870 1.000 Group II Yes No
16788647 1.870 1.000 Group II Yes No
16788727 1.870 1.000 Group II Yes No
16777114 1.870 1.000 Group I No No
16771982 1.870 1.000 Group II Yes No
16770800 1.870 1.000 Group I No No
16774944 2.120 2.000 Group II Yes No
16768047 0.980 1.000 Group I No No
16768354 1.870 1.000 Group II Yes No
16729896 1.870 1.000 Group II Yes No
16731785 1.030 1.000 Group I No No
16731813 1.870 1.000 Group II Yes No
16731953 1.870 1.000 Group II Yes No
16729579 1.870 1.000 Group II Yes No
16765326 1.393 1.000 Group I No No
16721969 1.870 1.000 Group I No No
16721971 1.870 1.000 Group I No No
16704342 1.393 1.000 Group I No No
16681413 1.870 1.000 Group I No No
16540307 1.870 1.000 Group II Yes No
17090584 1.995 2.000 Group II Yes No
17090585 1.995 2.000 Group II Yes No
17090586 1.995 2.000 Group II Yes No
17090587 1.995 2.000 Group II Yes No
17090593 1.995 2.000 Group II Yes No
17090597 1.995 2.000 Group II Yes No
17090599 1.995 2.000 Group II Yes No
17090600 1.995 2.000 Group II Yes No
17090602 1.995 2.000 Group II Yes No
17090603 1.995 2.000 Group I No No
17090605 1.995 2.000 Group II Yes No
17090606 1.995 2.000 Group II Yes No
17090608 1.995 2.000 Group II Yes No
17090609 1.995 2.000 Group I No No
17090610 1.995 2.000 Group II Yes No
17090611 1.995 2.000 Group II Yes No
17090612 1.995 2.000 Group I No No
17090614 1.995 2.000 Group II Yes No
17090615 1.995 2.000 Group I No No
17090616 1.995 2.000 Group II Yes No
17090617 1.995 2.000 Group II Yes No
17090618 1.995 2.000 Group II Yes No
17090619 1.995 2.000 Group II Yes No
17090621 1.995 2.000 Group II Yes No
17090578 1.995 2.000 Group II Yes No
17090579 1.995 2.000 Group II Yes No
17090580 1.995 2.000 Group II Yes No
17090581 1.995 2.000 Group II Yes No
17090583 1.995 2.000 Group II Yes No
17059647 1.995 2.000 Group II Yes No
17059654 1.995 2.000 Group II Yes No
17059656 1.995 2.000 Group II Yes No
17059657 1.995 2.000 Group II Yes No
17059659 1.995 2.000 Group II Yes No
17059665 1.518 2.000 Group I No No
17059670 1.995 2.000 Group II Yes No
17059673 1.995 2.000 Group II Yes No
17059675 1.995 2.000 Group II Yes No
17059677 1.995 2.000 Group II Yes No
17059682 1.995 2.000 Group II Yes No
17059686 1.995 2.000 Group II Yes No
17090569 1.995 2.000 Group II Yes No
17090570 1.995 2.000 Group II Yes No
17090571 1.995 2.000 Group II Yes No
17090573 1.995 2.000 Group II Yes No
17090574 1.995 2.000 Group II Yes No
17015984 1.995 2.000 Group II Yes No
17015985 1.995 2.000 Group II Yes No
17015988 1.995 2.000 Group II Yes No
17015989 1.995 2.000 Group II Yes No
17015970 1.995 2.000 Group II Yes No
17015972 1.995 2.000 Group I No No
17015976 1.995 2.000 Group II Yes No
17015980 1.995 2.000 Group II Yes No
17015964 1.995 2.000 Group II Yes No
17015965 1.995 2.000 Group II Yes No
17015968 1.995 2.000 Group II Yes No
17015951 1.995 2.000 Group II Yes No
17015954 1.995 2.000 Group II Yes No
16966663 2.018 2.000 Group I No No
16789095 1.995 2.000 Group II Yes No
16789101 1.995 2.000 Group II Yes No
16789117 1.995 2.000 Group II Yes No
16789124 1.995 2.000 Group II Yes No
16789126 1.995 2.000 Group II Yes No
16839342 1.995 2.000 Group II Yes No
16964633 1.518 2.000 Group I No No
16964635 1.995 2.000 Group II Yes No
16964917 1.995 2.000 Group II Yes No
16964918 1.995 2.000 Group I No No
16964919 1.995 2.000 Group II Yes No
16964921 1.995 2.000 Group II Yes No
16964922 1.995 2.000 Group II Yes No
16964925 1.995 2.000 Group II Yes No
16964929 1.995 2.000 Group II Yes No
16964931 1.995 2.000 Group II Yes No
16964934 1.995 2.000 Group II Yes No
16964936 1.995 2.000 Group II Yes No
16964940 1.995 2.000 Group II Yes No
16964944 1.995 2.000 Group I No No
16964947 1.995 2.000 Group II Yes No
16964949 1.995 2.000 Group II Yes No
16964953 1.995 2.000 Group II Yes No
16549174 2.495 2.000 Group II Yes No
16549176 2.495 2.000 Group I No No
16549198 2.495 2.000 Group I No No
16549228 2.495 2.000 Group II Yes No
16549246 2.495 2.000 Group II Yes No
16549111 2.495 2.000 Group II Yes No
16770431 1.995 2.000 Group II Yes No
16770436 1.995 2.000 Group II Yes No
16770441 1.995 2.000 Group II Yes No
16770442 1.995 2.000 Group II Yes No
16770453 1.995 2.000 Group II Yes No
16770462 1.995 2.000 Group II Yes No
16770478 2.495 2.000 Group II Yes No
16770482 2.495 2.000 Group II Yes No
16685373 2.495 2.000 Group II Yes No
16685378 2.995 2.000 Group II Yes No
16685382 2.495 2.000 Group II Yes No
16685405 2.495 2.000 Group II Yes No
17043285 2.370 2.000 Group I No No
17043286 1.893 2.000 Group I No No
17043287 1.893 2.000 Group I No No
17043288 1.893 2.000 Group I No No
17043290 1.893 2.000 Group I No No
17043291 1.893 2.000 Group I No No
17043297 2.370 2.000 Group I No No
17044150 2.370 2.000 Group I No No
17044151 1.893 2.000 Group I No No
17044152 1.893 2.000 Group I No No
17044154 2.370 2.000 Group I No No
17044157 2.370 2.000 Group I No No
17044158 1.893 2.000 Group I No No
17044159 1.893 2.000 Group I No No
17044160 1.893 2.000 Group I No No
17044164 1.893 2.000 Group I No No
17044167 2.370 2.000 Group II Yes No
17044168 2.370 2.000 Group II Yes No
17044169 2.370 2.000 Group I No No
17044171 2.370 2.000 Group II Yes No
17044173 2.370 2.000 Group II Yes No
17044175 1.893 2.000 Group I No No
17044176 1.893 2.000 Group I No No
17044177 2.370 2.000 Group I No No
17044179 2.370 2.000 Group II Yes No
17044181 2.370 2.000 Group II Yes No
17044188 2.370 2.000 Group II Yes No
17044190 2.370 2.000 Group II Yes No
17044192 2.370 2.000 Group II Yes No
17044193 2.370 2.000 Group II Yes No
17044194 2.370 2.000 Group I No No
17044196 2.370 2.000 Group I No No
17044197 2.370 2.000 Group II Yes No
17044198 2.370 2.000 Group II Yes No
17044202 2.370 2.000 Group II Yes No
17044203 2.370 2.000 Group II Yes No
17044204 2.370 2.000 Group II Yes No
17010310 2.495 2.000 Group I No No
16042804 2.995 1.000 Group I No No
16007584 5.610 1.000 Group I No No
16827098 2.045 2.000 Group I No No
16808510 2.045 2.000 Group I No No
16809118 2.045 2.000 Group I No No
16371331 1.995 2.000 Group I No No
16639255 1.995 2.000 Group I No No
16639353 1.995 2.000 Group I No No
16639413 1.995 2.000 Group I No No
16635046 1.995 2.000 Group I No No
16639384 1.995 2.000 Group I No No
16639419 1.995 2.000 Group I No No
16019600 2.370 1.000 Group I No No
16019608 1.393 1.000 Group I No No
16042899 2.643 1.000 Group I No No
16066059 6.170 1.000 Group I No No
16019401 2.870 1.000 Group I No No
16019483 3.120 2.000 Group I No No
16019495 3.245 1.000 Group I No No
16019534 6.170 1.000 Group I No No
16244518 1.870 2.000 Group II Yes No
16007546 5.360 1.000 Group I No No
16007547 5.310 1.000 Group I No No
16007593 4.490 1.000 Group I No No
16007818 3.620 2.000 Group I No No
16007856 2.370 1.000 Group I No No
16008101 4.870 2.000 Group I No No
16008103 4.870 2.000 Group I No No
16008136 4.870 2.000 Group I No No
16008389 2.143 1.000 Group I No No
16008441 1.393 1.000 Group I No No
16008456 1.870 2.000 Group I No No
16008488 6.495 1.000 Group I No No
16008913 3.620 1.000 Group I No No
16005546 2.495 1.000 Group I No No
16005738 5.370 1.000 Group I No No
16005896 4.143 1.000 Group I No No
16005986 3.018 1.000 Group I No No
16006608 6.120 1.000 Group I No No
16006628 5.133 1.000 Group I No No
16006956 4.870 2.000 Group I No No
16006963 5.610 2.000 Group I No No
16006967 4.393 2.000 Group I No No
16007143 2.643 2.000 Group I No No
16007219 1.393 1.000 Group I No No
16007306 4.840 1.000 Group I No No
16007353 4.810 1.000 Group I No No
16007421 4.120 1.000 Group I No No
16626226 1.348 0.000 Group I No No
16146829 4.620 1.000 Group I No No
16146845 4.620 1.000 Group I No No
16846473 2.495 2.000 Group II Yes No
16068545 2.870 2.000 Group I No No
16068583 2.870 2.000 Group I No No
16549131 2.495 2.000 Group II Yes No
16146841 4.620 1.000 Group I No No
16802019 1.393 2.000 Group I No No
16802024 1.393 2.000 Group I No No
16840735 1.995 2.000 Group II Yes No
16840990 2.495 2.000 Group II Yes No
16840992 1.995 2.000 Group II Yes No
16841050 1.995 2.000 Group II Yes No
16846458 2.495 2.000 Group II Yes No
16846467 2.495 2.000 Group I No No
16846616 1.995 2.000 Group II Yes No
16846652 1.995 2.000 Group I No No
16846662 2.495 2.000 Group II Yes No
16846669 1.995 2.000 Group II Yes No
16846689 1.995 2.000 Group I No No
16846742 1.995 2.000 Group II Yes No
16846772 1.995 2.000 Group II Yes No
16846856 1.995 2.000 Group II Yes No
16649313 2.370 2.000 Group II Yes No
LOAN_SEQ PRODUCT AM_TYPE PREPAY PP_DESC PP_TYPE
____________________________________________________________________________________________________________________________________________
16973804 5/6LIBOR IO ARMS Prepay 36MPP HARD
16803579 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16778519 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16807148 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859442 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16962964 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847865 5/6LIBOR ARMS No_PP 0MPP NO PP
16974000 5/6LIBOR IO ARMS Prepay 36MPP HARD
17055524 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17027903 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17055527 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16819700 5/6LIBOR ARMS Prepay 36MPP COMBO
16963152 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055529 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16835746 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16835747 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16709794 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17022103 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17003238 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055532 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17042597 5/6LIBOR IO ARMS Prepay 36MPP HARD
16979197 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034584 5/6LIBOR IO ARMS Prepay 36MPP HARD
16844524 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16672567 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17000430 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034594 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16832951 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16853287 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17000441 5/6LIBOR IO ARMS Prepay 36MPP HARD
16770986 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16801716 10/6LIBOR IO ARMS Prepay 36MPP COMBO
17013608 5/6LIBOR IO ARMS Prepay 36MPP HARD
16840316 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16965510 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078217 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16859160 5/6LIBOR IO ARMS Prepay 36MPP HARD
17128684 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055786 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16981557 5/6LIBOR ARMS No_PP 0MPP NO PP
17113404 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16840321 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17113409 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078220 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16840328 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078229 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16859171 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16985126 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859177 5/1LIBOR ARMS No_PP 0MPP NO PP
16847599 5/6LIBOR IO ARMS Prepay 6MPP HARD
17113411 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033226 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033228 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16778097 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16803643 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16845817 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17130520 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16803367 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16710005 5/6LIBOR ARMS Prepay 6MPP HARD
16640581 5/6LIBOR ARMS Prepay 36MPP COMBO
16605477 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16706969 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033422 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16970648 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981345 5/6LIBOR IO ARMS Prepay 6MPP HARD
17003217 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17013825 5/6LIBOR IO ARMS Prepay 6MPP HARD
17016323 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021158 5/6LIBOR IO ARMS Prepay 12MPP HARD
17013650 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17033174 5/6LIBOR ARMS Prepay 36MPP HARD
17033294 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17033429 5/6LIBOR IO ARMS Prepay 6MPP HARD
17034438 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042468 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16809579 5/6LIBOR ARMS Prepay 36MPP HARD
16849548 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16776281 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16314724 5/6LIBOR ARMS No_PP 0MPP NO PP
16540158 5/6LIBOR ARMS No_PP 0MPP NO PP
16422796 5/6LIBOR IO ARMS Prepay 6MPP SOFT
17058812 5/6LIBOR IO ARMS Prepay 12MPP HARD
17058892 5/6LIBOR ARMS Prepay 36MPP COMBO
17058903 5/6LIBOR IO ARMS Prepay 12MPP HARD
17058910 5/6LIBOR BLN ARMS Prepay 4MPP HARD
17058934 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17058973 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17059002 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17060297 5/6LIBOR IO ARMS Prepay 4MPP HARD
17060329 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17060336 5/6LIBOR IO ARMS Prepay 4MPP HARD
17060269 5/6LIBOR ARMS No_PP 0MPP NO PP
17054990 5/6LIBOR ARMS No_PP 0MPP NO PP
17054995 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17055001 5/6LIBOR IO ARMS Prepay 12MPP HARD
17055019 5/6LIBOR ARMS Prepay 36MPP COMBO
17055042 5/6LIBOR IO ARMS Prepay 12MPP HARD
17055073 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17054904 5/6LIBOR IO ARMS Prepay 12MPP HARD
17055151 5/6LIBOR IO ARMS Prepay 12MPP HARD
17055188 5/6LIBOR IO ARMS Prepay 12MPP HARD
17055196 5/6LIBOR IO ARMS Prepay 12MPP HARD
17057066 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057011 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17051539 5/6LIBOR IO ARMS Prepay 12MPP HARD
17051615 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17051542 5/6LIBOR IO ARMS Prepay 12MPP HARD
17051502 5/6LIBOR ARMS Prepay 36MPP SOFT
17051652 5/6LIBOR IO ARMS Prepay 12MPP HARD
17051711 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17051554 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17051728 5/6LIBOR IO ARMS Prepay 12MPP HARD
17051527 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17052744 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17052819 5/6LIBOR IO ARMS Prepay 12MPP HARD
17052828 5/6LIBOR IO ARMS Prepay 12MPP HARD
17052752 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17052876 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052719 5/6LIBOR ARMS No_PP 0MPP NO PP
17052910 5/6LIBOR IO ARMS Prepay 4MPP HARD
17052919 5/6LIBOR IO ARMS Prepay 12MPP HARD
17052928 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17054944 5/6LIBOR BLN ARMS Prepay 24MPP COMBO
17043539 5/6LIBOR ARMS Prepay 12MPP HARD
17043543 5/6LIBOR ARMS Prepay 36MPP COMBO
17047741 5/6LIBOR IO ARMS Prepay 12MPP HARD
17047751 5/6LIBOR IO ARMS Prepay 12MPP HARD
17047191 5/6LIBOR ARMS Prepay 36MPP COMBO
17047782 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17047196 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17047833 5/6LIBOR ARMS Prepay 12MPP HARD
17047899 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17051576 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17043438 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043319 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043512 5/6LIBOR ARMS No_PP 0MPP NO PP
17043523 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17032737 5/6LIBOR IO ARMS Prepay 12MPP HARD
17032621 5/6LIBOR IO ARMS Prepay 12MPP HARD
17032818 5/6LIBOR IO ARMS Prepay 12MPP HARD
17034235 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17034292 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034303 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17034324 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17034344 5/6LIBOR IO ARMS Prepay 4MPP HARD
17034363 5/6LIBOR IO ARMS Prepay 12MPP HARD
17034193 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042827 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17020914 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021010 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17021717 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17021773 5/6LIBOR IO ARMS Prepay 12MPP HARD
17021812 5/6LIBOR ARMS Prepay 12MPP HARD
17021868 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021878 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17027399 5/6LIBOR IO ARMS Prepay 12MPP HARD
17027164 7/6LIBOR BLN ARMS No_PP 0MPP NO PP
17027431 5/6LIBOR IO ARMS Prepay 12MPP HARD
17027483 5/6LIBOR IO ARMS Prepay 12MPP HARD
17013170 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
17013299 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17013208 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17013337 5/6LIBOR BLN ARMS Prepay 12MPP HARD
17013345 5/6LIBOR ARMS Prepay 36MPP COMBO
17013350 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17013353 5/6LIBOR ARMS No_PP 0MPP NO PP
17013190 5/6LIBOR ARMS No_PP 0MPP NO PP
17014440 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17014602 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014611 5/6LIBOR IO ARMS Prepay 4MPP HARD
17016094 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17016043 5/6LIBOR ARMS Prepay 24MPP COMBO
17016112 5/6LIBOR IO ARMS Prepay 12MPP HARD
17016116 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016149 5/6LIBOR ARMS Prepay 24MPP COMBO
17016156 5/6LIBOR IO ARMS Prepay 12MPP HARD
17016211 5/6LIBOR ARMS Prepay 36MPP COMBO
17016064 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17008815 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17008781 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17008859 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010819 5/6LIBOR IO ARMS Prepay 12MPP HARD
17010821 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010876 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010910 5/6LIBOR IO ARMS Prepay 12MPP HARD
17010936 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17012387 5/6LIBOR IO ARMS Prepay 4MPP HARD
17012428 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012441 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16997863 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16997918 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17001422 7/6LIBOR ARMS Prepay 36MPP COMBO
17001599 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17002886 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002914 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17003085 5/6LIBOR ARMS Prepay 24MPP COMBO
17004493 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17004509 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17004530 5/6LIBOR IO ARMS Prepay 12MPP HARD
17004545 5/6LIBOR IO ARMS Prepay 24MPP COMBO
16991039 5/6LIBOR IO ARMS Prepay 24MPP SOFT
16991049 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16991072 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991114 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16991135 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16990978 7/6LIBOR IO ARMS Prepay 36MPP SOFT
16991141 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994857 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16994907 5/6LIBOR IO ARMS Prepay 12MPP HARD
16980330 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16982692 5/6LIBOR IO ARMS Prepay 4MPP HARD
16982763 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984200 5/6LIBOR IO ARMS Prepay 12MPP HARD
16984311 5/6LIBOR IO ARMS Prepay 12MPP HARD
16989944 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16989963 5/6LIBOR IO ARMS Prepay 12MPP HARD
16980207 5/6LIBOR IO ARMS Prepay 4MPP HARD
16980210 5/6LIBOR IO ARMS Prepay 24MPP SOFT
16980317 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16968105 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968001 5/6LIBOR ARMS Prepay 36MPP COMBO
17021682 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970252 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970147 5/6LIBOR IO ARMS Prepay 24MPP COMBO
16970279 5/6LIBOR IO ARMS Prepay 4MPP HARD
16978535 5/6LIBOR IO ARMS Prepay 12MPP HARD
16971808 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16971931 5/6LIBOR ARMS Prepay 12MPP HARD
16978645 5/6LIBOR IO ARMS Prepay 12MPP HARD
16965041 5/6LIBOR ARMS Prepay 24MPP COMBO
16857134 5/6LIBOR IO ARMS Prepay 4MPP HARD
16857194 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16858907 5/6LIBOR ARMS Prepay 36MPP COMBO
16858974 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16859000 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16912721 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16852508 5/6LIBOR BLN ARMS Prepay 36MPP COMBO
16852509 7/6LIBOR IO ARMS Prepay 36MPP COMBO
16852498 5/6LIBOR IO ARMS Prepay 12MPP HARD
16847169 5/6LIBOR ARMS Prepay 36MPP COMBO
16848828 5/6LIBOR IO ARMS Prepay 12MPP HARD
16848745 5/6LIBOR ARMS Prepay 36MPP COMBO
16851464 5/6LIBOR ARMS Prepay 12MPP HARD
16843965 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16845391 5/6LIBOR ARMS Prepay 36MPP COMBO
16845338 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847325 5/6LIBOR ARMS Prepay 36MPP COMBO
16838441 5/6LIBOR IO ARMS Prepay 12MPP HARD
16838509 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16980147 5/6LIBOR ARMS Prepay 36MPP COMBO
16834852 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16834866 5/6LIBOR IO ARMS Prepay 12MPP HARD
16832446 5/6LIBOR ARMS Prepay 24MPP COMBO
16823339 5/6LIBOR ARMS Prepay 12MPP HARD
16825988 5/6LIBOR IO ARMS Prepay 12MPP HARD
16823496 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16812391 7/6LIBOR IO ARMS Prepay 36MPP COMBO
16818828 5/6LIBOR ARMS Prepay 12MPP HARD
16818849 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
16397330 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16803110 5/6LIBOR ARMS Prepay 12MPP HARD
16802952 5/6LIBOR ARMS No_PP 0MPP NO PP
16801309 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16801182 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16801333 5/6LIBOR ARMS Prepay 36MPP COMBO
16798049 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16780567 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16785048 5/6LIBOR IO ARMS Prepay 4MPP HARD
16785144 5/6LIBOR BLN ARMS Prepay 4MPP HARD
16786999 5/6LIBOR ARMS Prepay 12MPP HARD
17154645 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16778144 5/6LIBOR IO ARMS Prepay 4MPP HARD
17027377 5/6LIBOR BLN ARMS Prepay 36MPP COMBO
17032752 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17032812 5/6LIBOR IO ARMS Prepay 4MPP HARD
17034255 5/6LIBOR IO ARMS Prepay 12MPP HARD
17034208 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17043520 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17047762 5/6LIBOR IO ARMS Prepay 12MPP HARD
17051595 5/6LIBOR BLN ARMS Prepay 36MPP COMBO
17052800 5/6LIBOR ARMS Prepay 36MPP COMBO
17052977 5/6LIBOR IO ARMS Prepay 12MPP HARD
17055078 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857237 5/6LIBOR ARMS No_PP 0MPP NO PP
16965000 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965084 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16848900 5/6LIBOR IO ARMS Prepay 12MPP HARD
16832493 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16780576 5/6LIBOR ARMS Prepay 36MPP COMBO
16780588 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16790269 5/6LIBOR IO ARMS Prepay 12MPP HARD
16798036 5/6LIBOR BLN ARMS Prepay 24MPP COMBO
16776260 5/6LIBOR ARMS Prepay 36MPP COMBO
16716232 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16709184 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16697301 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009060 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17009064 10/1LIBOR IO ARMS No_PP 0MPP NO PP
17009044 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16857561 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027938 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057583 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17077133 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16970683 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088722 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055576 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17113459 5/6LIBOR IO ARMS Prepay 36MPP HARD
17060538 5/6LIBOR IO ARMS Prepay 36MPP HARD
17088958 5/6LIBOR ARMS Prepay 36MPP HARD
17016432 5/6LIBOR ARMS Prepay 36MPP COMBO
16688285 2/6LIBOR BLN ARMS Prepay 24MPP HARD
17148468 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17148508 5/1LIBOR ARMS No_PP 0MPP NO PP
17167151 3/1LIBOR IO ARMS No_PP 0MPP NO PP
17167152 3/1LIBOR ARMS No_PP 0MPP NO PP
16365915 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17155778 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17167214 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17150071 5/6LIBOR IO ARMS Prepay 12MPP HARD
17155403 5/6LIBOR IO ARMS Prepay 12MPP HARD
17151497 5/1LIBOR ARMS No_PP 0MPP NO PP
17151502 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17151504 5/1LIBOR ARMS No_PP 0MPP NO PP
17151541 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17130569 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17064787 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17064846 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17065949 5/6LIBOR ARMS No_PP 0MPP NO PP
17065971 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17075024 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17075056 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17075081 5/6LIBOR IO ARMS Prepay 12MPP HARD
17075150 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17075242 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17076417 5/6LIBOR IO ARMS Prepay 4MPP HARD
17077691 5/6LIBOR ARMS Prepay 36MPP COMBO
17077808 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17088379 5/6LIBOR ARMS Prepay 12MPP HARD
17112894 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
17104575 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17112981 5/6LIBOR BLN ARMS Prepay 36MPP COMBO
17132591 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17151492 5/1LIBOR ARMS No_PP 0MPP NO PP
17059319 5/1LIBOR IO ARMS Prepay 36MPP HARD
17171516 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17155802 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17155803 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17148515 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17155807 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17148559 5/1LIBOR ARMS No_PP 0MPP NO PP
17148510 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16389049 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17077022 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17151516 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17077024 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17151591 5/1LIBOR ARMS No_PP 0MPP NO PP
17151596 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17155791 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17128577 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17148495 5/1LIBOR ARMS No_PP 0MPP NO PP
17155785 5/1LIBOR ARMS No_PP 0MPP NO PP
17001992 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013576 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17001996 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078182 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078185 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078188 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16991647 5/6LIBOR ARMS No_PP 0MPP NO PP
16851140 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17089041 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16851145 5/6LIBOR ARMS No_PP 0MPP NO PP
16803924 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013589 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851149 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078194 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16982905 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078198 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16856952 5/6LIBOR ARMS No_PP 0MPP NO PP
16856957 5/6LIBOR ARMS No_PP 0MPP NO PP
17059360 5/1LIBOR IO ARMS Prepay 36MPP HARD
16814175 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965532 5/6LIBOR IO ARMS Prepay 6MPP HARD
17059369 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16974283 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980848 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052102 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033230 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012900 5/6LIBOR IO ARMS Prepay 12MPP HARD
17113422 5/6LIBOR ARMS No_PP 0MPP NO PP
17113428 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17113429 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17004861 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052085 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052087 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17004864 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052088 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16803950 10/1LIBOR IO ARMS No_PP 0MPP NO PP
17052089 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17012886 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16833058 5/6LIBOR ARMS Prepay 36MPP HARD
17059374 5/1LIBOR IO ARMS Prepay 36MPP SOFT
17078247 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16801875 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078249 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17059379 5/1LIBOR ARMS Prepay 36MPP SOFT
17012911 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033248 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824319 5/6LIBOR IO ARMS Prepay 5MPP HARD
16991712 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16991717 5/6LIBOR ARMS No_PP 0MPP NO PP
16985156 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16980863 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985157 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980865 7/6LIBOR IO ARMS Prepay 36MPP SOFT
17013657 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066688 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16980873 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985167 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052132 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052133 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044115 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17004914 5/6LIBOR ARMS No_PP 0MPP NO PP
17033264 5/6LIBOR ARMS No_PP 0MPP NO PP
17033267 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033269 5/6LIBOR ARMS No_PP 0MPP NO PP
17013668 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013669 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16968404 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17057947 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16965574 5/6LIBOR IO ARMS Prepay 36MPP HARD
16980883 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033273 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16982930 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16991680 5/6LIBOR IO ARMS Prepay 36MPP HARD
16968355 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16856985 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16856988 5/6LIBOR ARMS No_PP 0MPP NO PP
17042614 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17004871 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052096 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044128 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016507 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16824341 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033276 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033278 5/6LIBOR ARMS No_PP 0MPP NO PP
17113468 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17076821 5/6LIBOR ARMS No_PP 0MPP NO PP
17033279 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16723773 3/1LIBOR ARMS No_PP 0MPP NO PP
16979217 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16982944 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16856994 5/6LIBOR IO ARMS Prepay 12MPP HARD
17042625 5/6LIBOR IO ARMS Prepay 24MPP HARD
17009174 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009178 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16723781 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16995260 5/6LIBOR ARMS No_PP 0MPP NO PP
16982959 5/6LIBOR IO ARMS Prepay 24MPP HARD
16853300 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16965582 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17078289 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033280 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17016513 5/6LIBOR ARMS No_PP 0MPP NO PP
17004930 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17033282 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17013680 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052156 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044138 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17033284 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033285 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16771053 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17013685 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17033287 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824353 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033289 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851248 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17044140 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17052162 5/6LIBOR ARMS Prepay 36MPP HARD
17033290 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033291 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033292 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17009235 5/6LIBOR ARMS Prepay 36MPP HARD
17033295 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17033296 5/6LIBOR ARMS Prepay 36MPP SOFT
16979230 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819139 5/6LIBOR ARMS Prepay 36MPP COMBO
16803993 10/1LIBOR IO ARMS No_PP 0MPP NO PP
16979242 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995281 5/6LIBOR ARMS No_PP 0MPP NO PP
16982977 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17034638 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052064 5/1LIBOR IO ARMS Prepay 36MPP SOFT
17033192 5/6LIBOR IO ARMS Prepay 36MPP HARD
17016426 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052068 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033197 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013599 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16789088 5/6LIBOR IO ARMS Prepay 24MPP SOFT
16856966 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044050 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009145 5/6LIBOR ARMS No_PP 0MPP NO PP
17012875 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17004858 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012879 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17128564 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16990180 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16981432 5/6LIBOR IO ARMS Prepay 36MPP HARD
17128565 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16981434 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17128567 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16980706 7/6LIBOR IO ARMS No_PP 0MPP NO PP
16980707 5/1LIBOR ARMS No_PP 0MPP NO PP
16981436 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970584 5/6LIBOR ARMS Prepay 36MPP COMBO
16775295 5/6LIBOR IO ARMS Prepay 36MPP HARD
16963298 5/6LIBOR ARMS Prepay 6MPP SOFT
17066520 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059232 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17066523 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059234 5/1LIBOR ARMS No_PP 0MPP NO PP
17128570 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059235 5/1LIBOR ARMS No_PP 0MPP NO PP
17059236 5/1LIBOR ARMS No_PP 0MPP NO PP
17128572 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17128573 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059239 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16838722 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17128576 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970590 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17128579 5/1LIBOR ARMS No_PP 0MPP NO PP
16981449 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17001926 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17059240 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059245 5/1LIBOR ARMS No_PP 0MPP NO PP
16857601 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17059247 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16985017 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16981453 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17128588 5/6LIBOR ARMS No_PP 0MPP NO PP
16981456 5/6LIBOR ARMS No_PP 0MPP NO PP
16974169 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847488 5/6LIBOR IO ARMS Prepay 6MPP HARD
17013511 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17066546 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980732 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980733 5/6LIBOR ARMS Prepay 36MPP HARD
16784715 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16985028 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16980736 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980737 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16974176 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974179 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057802 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16801761 5/6LIBOR IO ARMS Prepay 12MPP HARD
17066550 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16713555 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16713557 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981474 5/6LIBOR IO ARMS Prepay 36MPP HARD
16838753 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013534 7/1LIBOR ARMS No_PP 0MPP NO PP
16814082 5/6LIBOR ARMS Prepay 36MPP COMBO
16814085 5/6LIBOR ARMS Prepay 36MPP COMBO
17059276 5/1LIBOR IO ARMS Prepay 36MPP HARD
16857631 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078149 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16965442 5/6LIBOR BLN ARMS Prepay 12MPP HARD
16980751 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059278 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974198 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052010 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013568 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968300 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16968303 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078176 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985071 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991638 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857668 5/6LIBOR ARMS Prepay 6MPP SOFT
16965479 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044020 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17089003 5/6LIBOR ARMS Prepay 36MPP SOFT
16851106 5/6LIBOR IO ARMS Prepay 36MPP HARD
16838770 5/6LIBOR ARMS No_PP 0MPP NO PP
17059289 5/1LIBOR IO ARMS Prepay 36MPP COMBO
16838773 5/6LIBOR ARMS Prepay 36MPP SOFT
17013550 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012823 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824221 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16851114 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17089013 5/6LIBOR ARMS Prepay 36MPP SOFT
17001978 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16801796 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16685699 5/6LIBOR ARMS Prepay 36MPP SOFT
17044017 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17012832 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16847451 5/6LIBOR IO ARMS Prepay 12MPP HARD
16974137 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974139 5/6LIBOR ARMS Prepay 36MPP COMBO
17011381 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16722260 5/6LIBOR ARMS Prepay 36MPP SOFT
16970545 5/6LIBOR ARMS Prepay 6MPP SOFT
16809685 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022203 5/6LIBOR IO ARMS Prepay 8MPP HARD
16648583 5/6LIBOR ARMS No_PP 0MPP NO PP
16970558 5/6LIBOR ARMS Prepay 36MPP COMBO
17022218 5/6LIBOR ARMS Prepay 36MPP SOFT
16853293 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968273 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16798417 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995168 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034512 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17014914 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16982860 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16979134 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16979140 5/6LIBOR IO ARMS Prepay 12MPP HARD
17078808 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17053403 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042557 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014936 7/6LIBOR IO ARMS Prepay 36MPP SOFT
16819046 5/6LIBOR ARMS Prepay 36MPP SOFT
16714965 5/6LIBOR ARMS Prepay 36MPP HARD
16982882 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16982889 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034542 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014949 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979163 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16979165 5/6LIBOR IO ARMS Prepay 6MPP HARD
17042574 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014953 5/6LIBOR ARMS No_PP 0MPP NO PP
17014955 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819065 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17000404 5/6LIBOR ARMS Prepay 36MPP SOFT
16798468 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042584 5/6LIBOR ARMS Prepay 6MPP HARD
16765043 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16781081 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16781085 5/6LIBOR IO ARMS Prepay 36MPP HARD
16844509 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17014969 5/6LIBOR ARMS No_PP 0MPP NO PP
16979188 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17057682 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995033 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057685 5/6LIBOR IO ARMS Prepay 6MPP HARD
16995038 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995039 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979001 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824085 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16824086 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17075838 7/1LIBOR IO ARMS No_PP 0MPP NO PP
16991488 5/6LIBOR IO ARMS Prepay 6MPP HARD
17042412 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042416 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17012693 5/6LIBOR IO ARMS Prepay 36MPP HARD
17004675 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17016259 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979013 5/6LIBOR ARMS Prepay 36MPP SOFT
16859622 5/6LIBOR IO ARMS Prepay 36MPP HARD
16995054 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17075848 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17016267 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016269 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995064 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798317 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17042430 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042432 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055593 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055595 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981363 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16980636 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16981367 5/6LIBOR ARMS Prepay 6MPP HARD
17022175 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980640 5/6LIBOR IO ARMS Prepay 12MPP SOFT
16684830 7/1LIBOR IO ARMS No_PP 0MPP NO PP
16981372 5/6LIBOR IO ARMS Prepay 36MPP HARD
16981373 5/6LIBOR IO ARMS Prepay 6MPP HARD
16981376 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819787 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17012706 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057713 5/6LIBOR ARMS Prepay 36MPP HARD
16968236 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16856862 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16857592 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16991567 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856864 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009041 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17009042 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16824171 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012775 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17009049 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824174 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16803844 5/6LIBOR IO ARMS Prepay 6MPP HARD
16968243 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17009055 5/1LIBOR IO ARMS Prepay 36MPP SOFT
17004763 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16968251 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17057794 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16982836 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17009063 10/1LIBOR IO ARMS No_PP 0MPP NO PP
17009067 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16673205 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16838660 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981384 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16974096 5/6LIBOR IO ARMS Prepay 6MPP HARD
16981387 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17013444 5/6LIBOR ARMS Prepay 6MPP HARD
16980660 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980665 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16965359 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16838678 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057730 5/6LIBOR IO ARMS Prepay 6MPP HARD
17066481 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16991524 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17004713 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17012735 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17013468 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066496 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16856833 5/6LIBOR IO ARMS Prepay 5MPP HARD
17066498 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066499 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16965378 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16784668 5/6LIBOR ARMS Prepay 36MPP SOFT
17016302 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009013 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17004720 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009015 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009019 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012746 5/6LIBOR IO ARMS Prepay 6MPP HARD
17012748 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968212 5/6LIBOR IO ARMS Prepay 6MPP HARD
16968218 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849553 5/6LIBOR ARMS Prepay 36MPP HARD
16980693 10/1LIBOR ARMS No_PP 0MPP NO PP
16965388 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16980697 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980699 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17016313 5/6LIBOR IO ARMS Prepay 36MPP HARD
17009024 5/6LIBOR IO ARMS Prepay 36MPP HARD
17009028 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17012756 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057766 5/6LIBOR ARMS No_PP 0MPP NO PP
16982806 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856853 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16965398 5/6LIBOR IO ARMS Prepay 6MPP HARD
17009030 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17009032 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17009036 5/6LIBOR ARMS Prepay 36MPP HARD
17009038 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17012769 5/1LIBOR IO ARMS Prepay 36MPP HARD
16968233 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16824197 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16979116 5/6LIBOR IO ARMS Prepay 36MPP HARD
17016368 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798412 5/6LIBOR IO ARMS Prepay 6MPP HARD
16963003 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060564 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16852361 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088802 5/6LIBOR ARMS No_PP 0MPP NO PP
16852364 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16809437 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968816 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011105 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984859 5/6LIBOR ARMS No_PP 0MPP NO PP
17051821 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17051822 5/1LIBOR ARMS No_PP 0MPP NO PP
17043803 2/6LIBOR IO ARMS No_PP 0MPP NO PP
17051824 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17051825 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17051826 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051827 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17051828 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17051829 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17033689 3/6LIBOR IO ARMS Prepay 36MPP SOFT
16832775 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088817 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17048328 5/6LIBOR ARMS No_PP 0MPP NO PP
16844582 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16851877 5/6LIBOR ARMS Prepay 36MPP SOFT
16809678 5/6LIBOR BLN ARMS Prepay 6MPP SOFT
17055580 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16419084 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066436 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066437 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857503 5/6LIBOR ARMS Prepay 36MPP HARD
17027963 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16981352 5/6LIBOR IO ARMS Prepay 36MPP HARD
16974062 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055588 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16974069 5/6LIBOR IO ARMS Prepay 6MPP HARD
16672731 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16857008 5/6LIBOR IO ARMS Prepay 12MPP HARD
16718744 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17002063 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16857018 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979383 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17002071 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065222 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065227 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034773 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16979396 5/6LIBOR IO ARMS Prepay 36MPP HARD
17002083 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002092 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852755 5/6LIBOR ARMS Prepay 36MPP SOFT
16846198 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852763 5/6LIBOR ARMS Prepay 36MPP SOFT
16849039 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16978693 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852780 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852781 5/6LIBOR ARMS Prepay 36MPP SOFT
17003506 5/6LIBOR ARMS Prepay 36MPP HARD
16970720 5/6LIBOR IO ARMS Prepay 6MPP HARD
16990326 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849065 5/6LIBOR IO ARMS Prepay 5MPP HARD
16771873 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003515 5/6LIBOR IO ARMS Prepay 36MPP HARD
17015103 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16804074 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16804075 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970740 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16974306 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16768163 5/6LIBOR IO ARMS Prepay 6MPP HARD
16970746 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16983059 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16844792 5/6LIBOR IO ARMS Prepay 6MPP HARD
16847637 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16859224 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16983074 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859227 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16790783 5/6LIBOR ARMS Prepay 36MPP COMBO
17003551 5/6LIBOR IO ARMS Prepay 12MPP HARD
17015137 5/6LIBOR IO ARMS Prepay 12MPP HARD
17075452 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055856 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974336 5/6LIBOR IO ARMS Prepay 36MPP HARD
16981628 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16768197 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17015148 5/6LIBOR ARMS Prepay 36MPP COMBO
17075464 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981632 5/6LIBOR ARMS No_PP 0MPP NO PP
16983091 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980905 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981634 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16847660 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980907 5/6LIBOR ARMS No_PP 0MPP NO PP
16983097 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17015151 5/1LIBOR IO ARMS Prepay 36MPP SOFT
17033298 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033299 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16823637 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16851259 5/6LIBOR ARMS No_PP 0MPP NO PP
16851262 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16851265 5/6LIBOR IO ARMS Prepay 6MPP HARD
16995332 5/6LIBOR ARMS No_PP 0MPP NO PP
16968440 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985203 5/6LIBOR IO ARMS Prepay 36MPP HARD
16980911 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16801938 5/6LIBOR IO ARMS Prepay 36MPP HARD
16965606 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974355 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970791 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17055879 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981649 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033300 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033301 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824379 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851275 5/6LIBOR IO ARMS Prepay 36MPP HARD
16995345 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979308 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995347 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16707832 5/6LIBOR ARMS No_PP 0MPP NO PP
16979312 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002006 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991799 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17042722 5/6LIBOR IO ARMS Prepay 36MPP HARD
16835253 5/6LIBOR ARMS No_PP 0MPP NO PP
16979325 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798614 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968472 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968474 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002012 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981841 5/6LIBOR ARMS No_PP 0MPP NO PP
16962971 5/6LIBOR IO ARMS Prepay 36MPP HARD
16809400 5/1LIBOR ARMS No_PP 0MPP NO PP
16809402 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17060539 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16853064 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813862 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16798287 5/1LIBOR ARMS No_PP 0MPP NO PP
17060540 5/6LIBOR ARMS No_PP 0MPP NO PP
16303922 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060545 5/6LIBOR IO ARMS Prepay 36MPP HARD
17014785 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16984833 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16813879 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000239 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17053260 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17053262 5/6LIBOR IO ARMS Prepay 36MPP HARD
16728500 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17014792 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
16809423 5/6LIBOR IO ARMS Prepay 36MPP HARD
17053269 5/6LIBOR IO ARMS Prepay 12MPP HARD
16728508 5/6LIBOR IO ARMS Prepay 6MPP HARD
16984848 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000245 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17004999 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979334 5/6LIBOR ARMS Prepay 36MPP HARD
16979336 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016580 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16846124 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16846128 5/6LIBOR ARMS No_PP 0MPP NO PP
16806926 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979340 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968496 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002038 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16710088 5/6LIBOR ARMS Prepay 6MPP HARD
17034738 5/6LIBOR IO ARMS Prepay 36MPP HARD
17002040 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002043 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002047 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002048 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16826540 5/6LIBOR ARMS Prepay 36MPP HARD
17015052 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16833010 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078200 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17015056 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003477 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16980810 7/6LIBOR IO ARMS Prepay 36MPP SOFT
16859153 5/6LIBOR IO ARMS Prepay 6MPP HARD
16859157 5/6LIBOR ARMS Prepay 36MPP SOFT
17013600 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055609 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16963235 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851861 5/6LIBOR ARMS Prepay 12MPP HARD
16990129 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16844576 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17003312 5/6LIBOR IO ARMS Prepay 36MPP HARD
17055612 3/6LIBOR ARMS No_PP 0MPP NO PP
16990130 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824362 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033297 5/6LIBOR ARMS No_PP 0MPP NO PP
17075608 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16803529 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17075609 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17075611 5/6LIBOR ARMS No_PP 0MPP NO PP
16803533 5/6LIBOR ARMS Prepay 12MPP SOFT
16803534 5/6LIBOR ARMS Prepay 36MPP COMBO
16847811 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16849278 5/6LIBOR ARMS Prepay 36MPP SOFT
16807108 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17077082 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970942 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17077095 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981807 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16962937 5/6LIBOR ARMS Prepay 36MPP HARD
16856597 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16973800 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16973802 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970509 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16963225 5/6LIBOR IO ARMS Prepay 36MPP HARD
16990118 5/6LIBOR ARMS Prepay 36MPP SOFT
17003253 5/6LIBOR ARMS No_PP 0MPP NO PP
16801613 5/6LIBOR IO ARMS Prepay 24MPP HARD
17011278 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16839330 5/6LIBOR IO ARMS Prepay 6MPP HARD
16839332 5/6LIBOR IO ARMS Prepay 6MPP HARD
16963182 5/6LIBOR IO ARMS Prepay 6MPP HARD
16970474 5/6LIBOR ARMS No_PP 0MPP NO PP
16970476 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17066412 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027940 5/6LIBOR IO ARMS Prepay 36MPP HARD
16980601 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17043981 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16970482 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027947 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17055569 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970483 5/6LIBOR IO ARMS Prepay 36MPP HARD
16819744 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17088991 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17088993 5/6LIBOR ARMS No_PP 0MPP NO PP
17003278 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055573 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055574 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970666 10/1LIBOR IO ARMS No_PP 0MPP NO PP
17015031 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066601 5/6LIBOR ARMS Prepay 36MPP HARD
17059312 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16801813 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16859133 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16963380 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055756 5/6LIBOR IO ARMS Prepay 6MPP HARD
16835973 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16963387 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970679 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835979 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055761 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980617 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17055578 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974057 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970495 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16990098 5/6LIBOR IO ARMS Prepay 6MPP HARD
17003445 5/6LIBOR IO ARMS Prepay 6MPP SOFT
17128642 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974221 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859124 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16963371 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970661 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17048247 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16819711 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970452 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970459 5/6LIBOR ARMS No_PP 0MPP NO PP
17088968 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003245 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051984 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027927 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970463 5/6LIBOR ARMS Prepay 36MPP COMBO
16714117 5/6LIBOR ARMS Prepay 36MPP HARD
16990051 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984993 10/1LIBOR IO ARMS No_PP 0MPP NO PP
17000396 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051952 7/6LIBOR ARMS No_PP 0MPP NO PP
16963141 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051958 5/6LIBOR IO ARMS Prepay 6MPP HARD
16970437 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17011238 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055510 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17055513 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17055515 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16845840 5/6LIBOR ARMS No_PP 0MPP NO PP
16980549 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16840048 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965244 5/6LIBOR IO ARMS Prepay 36MPP HARD
17066369 5/6LIBOR IO ARMS Prepay 6MPP HARD
16840051 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057623 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991411 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991414 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16980566 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981298 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16731524 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057630 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857453 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012639 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991430 5/1LIBOR ARMS No_PP 0MPP NO PP
16838598 5/6LIBOR IO ARMS Prepay 36MPP HARD
17077251 5/6LIBOR ARMS No_PP 0MPP NO PP
16995002 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17077259 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16857478 5/6LIBOR ARMS No_PP 0MPP NO PP
17075803 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17075805 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995014 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991454 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991455 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991456 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17004654 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17012675 5/6LIBOR IO ARMS Prepay 6MPP HARD
16708244 5/6LIBOR IO ARMS Prepay 6MPP HARD
16803744 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027575 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16852823 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819371 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16852827 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16844808 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16672847 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16819377 5/1LIBOR ARMS No_PP 0MPP NO PP
16979480 5/6LIBOR ARMS Prepay 36MPP HARD
17005000 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17005002 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027580 7/1LIBOR IO ARMS No_PP 0MPP NO PP
16844812 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16846271 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17034876 5/6LIBOR IO ARMS Prepay 36MPP HARD
16846274 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819384 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16819386 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16819387 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16798786 5/6LIBOR ARMS No_PP 0MPP NO PP
17005017 5/6LIBOR IO ARMS Prepay 6MPP HARD
17077047 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16790921 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798237 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17014731 5/6LIBOR IO ARMS Prepay 36MPP HARD
16973931 5/6LIBOR IO ARMS Prepay 36MPP HARD
16778645 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16847987 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847988 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17014741 3/6LIBOR IO ARMS No_PP 0MPP NO PP
17014749 5/1LIBOR ARMS No_PP 0MPP NO PP
16807276 5/6LIBOR ARMS Prepay 6MPP HARD
17075794 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16973943 5/6LIBOR IO ARMS Prepay 6MPP HARD
16973944 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16847990 5/6LIBOR ARMS Prepay 36MPP SOFT
16798257 5/6LIBOR IO ARMS Prepay 36MPP HARD
17014750 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17014752 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17078636 5/6LIBOR IO ARMS Prepay 6MPP HARD
16973954 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839985 5/6LIBOR ARMS Prepay 36MPP COMBO
16859589 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17060524 3/6LIBOR IO ARMS No_PP 0MPP NO PP
17060527 5/6LIBOR IO ARMS Prepay 36MPP HARD
16852325 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17014767 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16798270 5/6LIBOR ARMS Prepay 36MPP SOFT
16813859 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16719089 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16973964 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16839991 5/6LIBOR ARMS Prepay 36MPP SOFT
17000219 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060530 5/6LIBOR IO ARMS Prepay 36MPP HARD
17060531 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852970 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852971 5/6LIBOR ARMS Prepay 36MPP SOFT
16849248 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970910 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970913 5/6LIBOR IO ARMS Prepay 36MPP HARD
17060533 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066322 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055470 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17055471 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17055472 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16980512 5/6LIBOR IO ARMS Prepay 36MPP HARD
17055475 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16839250 3/6LIBOR ARMS No_PP 0MPP NO PP
17055478 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17043895 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839257 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17008989 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16835695 5/6LIBOR IO ARMS Prepay 36MPP HARD
17022052 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022059 5/6LIBOR IO ARMS Prepay 36MPP HARD
17055481 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16965214 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
16839260 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066339 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027865 5/6LIBOR IO ARMS Prepay 6MPP HARD
16970658 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055489 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027868 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839266 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16674597 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066344 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17027870 5/6LIBOR IO ARMS Prepay 36MPP HARD
17066346 5/1LIBOR ARMS No_PP 0MPP NO PP
16857412 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17066348 5/1LIBOR ARMS No_PP 0MPP NO PP
17066349 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17027875 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16826966 5/6LIBOR IO ARMS Prepay 36MPP HARD
16978731 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835398 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16978736 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16844471 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16835723 5/6LIBOR ARMS Prepay 36MPP HARD
16729372 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17088933 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16729377 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17066351 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17066352 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17066353 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16852816 5/6LIBOR IO ARMS Prepay 36MPP HARD
16819364 5/1LIBOR ARMS No_PP 0MPP NO PP
17013019 7/6LIBOR IO ARMS No_PP 0MPP NO PP
16973920 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17075773 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17066316 5/6LIBOR ARMS No_PP 0MPP NO PP
17066317 5/6LIBOR ARMS No_PP 0MPP NO PP
16845802 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17048177 5/6LIBOR IO ARMS Prepay 36MPP HARD
16981235 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17043885 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027847 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970384 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022044 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17011194 5/6LIBOR ARMS No_PP 0MPP NO PP
16813805 5/6LIBOR IO ARMS Prepay 36MPP HARD
16973915 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798227 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16798228 5/6LIBOR ARMS Prepay 36MPP SOFT
17014720 5/6LIBOR IO ARMS Prepay 12MPP HARD
17014728 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014729 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043851 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043852 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981205 5/6LIBOR IO ARMS Prepay 6MPP HARD
16839219 5/6LIBOR IO ARMS Prepay 24MPP SOFT
16809499 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022012 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17022018 5/6LIBOR IO ARMS Prepay 6MPP HARD
17011169 7/6LIBOR IO ARMS No_PP 0MPP NO PP
16963072 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16826913 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16770788 5/6LIBOR ARMS Prepay 6MPP HARD
16968880 5/6LIBOR IO ARMS Prepay 36MPP HARD
17002422 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17011172 10/6LIBOR ARMS Prepay 36MPP SOFT
17022028 5/6LIBOR ARMS Prepay 36MPP SOFT
16826924 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16780918 5/6LIBOR IO ARMS Prepay 6MPP HARD
16839193 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16693393 5/6LIBOR ARMS No_PP 0MPP NO PP
16981187 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839194 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17077123 5/1LIBOR ARMS No_PP 0MPP NO PP
16857340 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857343 5/6LIBOR ARMS Prepay 6MPP SOFT
16980464 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980465 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980466 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980467 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17043838 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17043839 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835637 5/6LIBOR IO ARMS Prepay 6MPP HARD
16775049 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968851 5/6LIBOR IO ARMS Prepay 4MPP HARD
17011147 7/6LIBOR ARMS No_PP 0MPP NO PP
17000293 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043840 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043845 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043848 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16963056 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17011152 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011153 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011154 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17048035 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16819503 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16844299 5/6LIBOR ARMS Prepay 36MPP SOFT
16968763 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968764 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011057 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17056066 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16770670 7/1LIBOR ARMS No_PP 0MPP NO PP
17027719 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16823976 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16809397 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16968777 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16801406 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17056076 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16978904 5/6LIBOR IO ARMS Prepay 6MPP HARD
16978905 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994945 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002323 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981122 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17056083 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17048065 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981127 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16823994 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16681758 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17088783 5/6LIBOR IO ARMS Prepay 36MPP HARD
16994950 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16994954 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16994956 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968795 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994959 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011088 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981130 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16405824 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16845704 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16681760 LIBOR 6M IO ARMS Prepay 36MPP SOFT
16826835 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16686057 5/6LIBOR IO ARMS Prepay 36MPP HARD
17088791 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16994961 5/6LIBOR IO ARMS Prepay 36MPP HARD
16994965 5/6LIBOR IO ARMS Prepay 36MPP HARD
16798946 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16994969 5/6LIBOR IO ARMS Prepay 36MPP HARD
17021217 5/6LIBOR IO ARMS Prepay 6MPP SOFT
17027755 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16981145 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17048087 5/6LIBOR ARMS No_PP 0MPP NO PP
16835593 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16994973 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002357 5/6LIBOR ARMS No_PP 0MPP NO PP
16981150 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17027761 5/6LIBOR ARMS Prepay 36MPP SOFT
16981151 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980424 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16826857 5/6LIBOR IO ARMS Prepay 6MPP HARD
16978940 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16994981 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16994984 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965122 5/6LIBOR IO ARMS Prepay 36MPP HARD
16980434 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16845732 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027776 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994993 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16978956 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994996 5/6LIBOR ARMS No_PP 0MPP NO PP
17077103 5/1LIBOR ARMS No_PP 0MPP NO PP
17077108 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16980446 5/6LIBOR IO ARMS Prepay 36MPP HARD
16980449 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981179 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17077114 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17077117 5/1LIBOR ARMS No_PP 0MPP NO PP
16845750 5/6LIBOR ARMS No_PP 0MPP NO PP
16965147 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965148 5/6LIBOR IO ARMS Prepay 12MPP HARD
16809334 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17088703 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088705 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16788731 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078587 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011007 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835501 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16823920 5/1LIBOR IO ARMS Prepay 36MPP SOFT
17088712 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088714 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088717 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984761 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17048000 5/1LIBOR ARMS No_PP 0MPP NO PP
17048001 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17048004 5/1LIBOR ARMS No_PP 0MPP NO PP
17048007 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16770632 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17088720 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16823933 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16968731 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835522 2/6LIBOR BLN ARMS Prepay 24MPP HARD
16984780 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968744 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968745 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16788765 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968748 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000184 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16809379 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17000190 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16984798 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17048032 5/6LIBOR IO ARMS Prepay 36MPP HARD
17130514 3/1LIBOR ARMS No_PP 0MPP NO PP
17130515 3/1LIBOR IO ARMS No_PP 0MPP NO PP
17130517 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16803652 3/1LIBOR IO ARMS No_PP 0MPP NO PP
17057594 5/6LIBOR ARMS No_PP 0MPP NO PP
16856686 5/6LIBOR IO ARMS Prepay 36MPP HARD
17130522 3/1LIBOR IO ARMS No_PP 0MPP NO PP
17130523 3/1LIBOR IO ARMS No_PP 0MPP NO PP
17021109 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968698 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981032 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16978822 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17088698 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16979556 5/6LIBOR IO ARMS Prepay 6MPP HARD
16835499 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16978833 7/6LIBOR IO ARMS No_PP 0MPP NO PP
16732004 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16732007 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852911 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16785034 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16785035 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16785038 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16826755 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16819466 5/6LIBOR ARMS No_PP 0MPP NO PP
17065411 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839079 5/6LIBOR IO ARMS Prepay 6MPP HARD
16978852 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979581 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17021141 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002270 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17077009 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16849202 5/6LIBOR IO ARMS Prepay 6MPP HARD
16729813 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17027688 10/1LIBOR IO ARMS No_PP 0MPP NO PP
16845646 5/6LIBOR ARMS No_PP 0MPP NO PP
17077017 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16981081 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981083 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16819499 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021166 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980360 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16978881 5/6LIBOR IO ARMS Prepay 24MPP HARD
17005130 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021170 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021173 5/6LIBOR IO ARMS Prepay 12MPP HARD
17021175 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17077034 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16980376 5/6LIBOR ARMS No_PP 0MPP NO PP
16852967 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16845677 5/6LIBOR IO ARMS Prepay 36MPP HARD
17005144 5/6LIBOR IO ARMS Prepay 12MPP HARD
17077041 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17078561 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813777 5/6LIBOR ARMS Prepay 36MPP SOFT
16984736 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973887 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17000137 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17014697 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000141 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973898 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000148 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16991394 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856694 5/6LIBOR IO ARMS Prepay 36MPP HARD
16856697 5/6LIBOR ARMS Prepay 36MPP COMBO
17075755 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859537 5/6LIBOR ARMS Prepay 36MPP SOFT
16853005 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16714741 5/6LIBOR ARMS No_PP 0MPP NO PP
17088700 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057561 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849364 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847908 5/6LIBOR IO ARMS Prepay 36MPP HARD
16856656 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856661 5/6LIBOR IO ARMS Prepay 6MPP HARD
16857392 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057579 5/6LIBOR IO ARMS Prepay 36MPP HARD
16857396 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856667 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16803648 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16859509 5/6LIBOR ARMS No_PP 0MPP NO PP
16849387 5/6LIBOR ARMS Prepay 36MPP SOFT
16798836 5/6LIBOR ARMS Prepay 36MPP SOFT
16978813 5/6LIBOR IO ARMS Prepay 6MPP HARD
16771251 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16809248 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16852179 5/6LIBOR ARMS Prepay 6MPP HARD
16984662 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16809250 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16809254 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16823836 5/6LIBOR BLN ARMS Prepay 36MPP COMBO
16984672 5/6LIBOR ARMS Prepay 36MPP HARD
16852192 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968646 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835432 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16809277 5/6LIBOR IO ARMS Prepay 6MPP HARD
17027602 5/6LIBOR ARMS Prepay 6MPP HARD
16819400 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16819409 5/6LIBOR IO ARMS Prepay 36MPP HARD
16979514 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968663 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968669 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027614 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16826700 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981007 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981009 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16770578 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16728385 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002220 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17027639 3/6LIBOR IO ARMS No_PP 0MPP NO PP
17055992 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17047978 5/6LIBOR IO ARMS Prepay 36MPP HARD
16851417 5/6LIBOR ARMS Prepay 36MPP SOFT
16973783 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973784 5/6LIBOR ARMS Prepay 36MPP HARD
16778496 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033420 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17033428 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16680158 2/6LIBOR IO ARMS Prepay 24MPP HARD
16973755 5/6LIBOR ARMS Prepay 6MPP SOFT
16981776 5/6LIBOR ARMS Prepay 36MPP HARD
16973759 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033430 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16962980 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839867 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021939 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839870 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16847891 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16859474 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17021940 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021947 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813745 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059573 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859390 5/6LIBOR IO ARMS Prepay 36MPP HARD
16981783 5/6LIBOR IO ARMS Prepay 36MPP HARD
17047998 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16852228 5/6LIBOR IO ARMS Prepay 36MPP HARD
17021959 5/6LIBOR ARMS Prepay 36MPP SOFT
17078546 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973860 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16859491 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973868 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17000119 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014676 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984723 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17000129 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851406 5/6LIBOR IO ARMS Prepay 36MPP HARD
16718162 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17013849 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059581 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16973779 5/6LIBOR IO ARMS Prepay 36MPP HARD
16983122 10/1LIBOR ARMS No_PP 0MPP NO PP
16983127 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003601 5/6LIBOR ARMS Prepay 36MPP SOFT
17003605 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17005064 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16803427 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16983131 10/1LIBOR IO ARMS No_PP 0MPP NO PP
16983133 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16983138 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970826 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849166 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16704373 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16856461 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849171 5/6LIBOR ARMS Prepay 36MPP SOFT
16856463 5/6LIBOR ARMS No_PP 0MPP NO PP
16790858 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974407 5/6LIBOR ARMS Prepay 36MPP HARD
16983159 5/6LIBOR ARMS No_PP 0MPP NO PP
16807012 5/6LIBOR IO ARMS Prepay 36MPP HARD
17055933 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16803457 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17047918 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16775561 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17047919 5/6LIBOR ARMS No_PP 0MPP NO PP
16847734 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856483 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16847738 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970859 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16803463 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16974422 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055944 5/6LIBOR ARMS No_PP 0MPP NO PP
16983172 5/6LIBOR ARMS Prepay 36MPP HARD
16983173 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16790885 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16807037 5/6LIBOR ARMS Prepay 6MPP HARD
16803476 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16803477 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16774852 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17010952 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16813601 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16833203 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16803480 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17047941 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055960 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839743 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16833211 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16680127 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16803491 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17047952 5/6LIBOR ARMS Prepay 36MPP COMBO
17075574 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17075578 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033401 5/6LIBOR IO ARMS Prepay 6MPP HARD
17010975 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010977 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010978 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010979 5/6LIBOR ARMS Prepay 36MPP HARD
16721855 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16973730 5/6LIBOR IO ARMS Prepay 6MPP HARD
17078419 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974463 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16974467 5/6LIBOR ARMS No_PP 0MPP NO PP
17010980 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16813635 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078392 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965691 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851351 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033394 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17052267 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16968530 5/6LIBOR IO ARMS Prepay 6MPP HARD
16835325 5/6LIBOR ARMS No_PP 0MPP NO PP
16823744 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042805 2/6LIBOR IO ARMS Prepay 24MPP HARD
16835335 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835338 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851382 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16823769 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16968562 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16846207 5/6LIBOR IO ARMS Prepay 36MPP HARD
17002111 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034819 5/6LIBOR IO ARMS Prepay 6MPP HARD
16835366 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16978706 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002125 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002127 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819334 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16846227 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17002130 5/6LIBOR IO ARMS Prepay 6MPP SOFT
17002131 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17002133 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16968596 5/6LIBOR ARMS Prepay 36MPP COMBO
16846235 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16661965 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16979450 5/6LIBOR ARMS Prepay 6MPP HARD
16978727 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16826640 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16729755 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17005054 5/6LIBOR IO ARMS Prepay 6MPP HARD
16844453 5/6LIBOR ARMS Prepay 36MPP SOFT
16684076 5/6LIBOR ARMS No_PP 0MPP NO PP
16692099 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011210 5/6LIBOR IO ARMS Prepay 36MPP COMBO
15999358 2/6LIBOR IO ARMS No_PP 0MPP NO PP
17011215 5/6LIBOR IO ARMS Prepay 12MPP HARD
17000363 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
17051931 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835712 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16963125 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970417 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051831 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17051833 5/1LIBOR ARMS No_PP 0MPP NO PP
17051835 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17060584 5/6LIBOR ARMS Prepay 6MPP HARD
17051839 5/1LIBOR ARMS No_PP 0MPP NO PP
16852388 5/6LIBOR ARMS Prepay 36MPP COMBO
16968833 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968834 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968835 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17011127 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984974 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003204 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000370 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003209 5/6LIBOR ARMS No_PP 0MPP NO PP
17048210 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17055507 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17060691 5/6LIBOR ARMS No_PP 0MPP NO PP
16835720 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970423 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021279 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849330 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16965161 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965162 5/6LIBOR IO ARMS Prepay 12MPP HARD
16980476 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980478 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965171 5/6LIBOR IO ARMS Prepay 6MPP HARD
16849356 5/6LIBOR ARMS Prepay 36MPP HARD
17011115 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033468 5/6LIBOR ARMS Prepay 36MPP COMBO
16968600 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16809229 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16984647 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078486 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984654 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970655 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16990258 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859110 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16991848 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835304 10/1LIBOR IO ARMS No_PP 0MPP NO PP
16731942 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16851337 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16731945 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033376 5/6LIBOR ARMS No_PP 0MPP NO PP
16974385 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16784927 5/6LIBOR ARMS No_PP 0MPP NO PP
16974388 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17113525 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013735 7/6LIBOR IO ARMS No_PP 0MPP NO PP
16991806 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17013741 5/6LIBOR IO ARMS Prepay 36MPP HARD
17013746 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16991812 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16985253 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991817 5/6LIBOR IO ARMS Prepay 6MPP HARD
17033358 3/6LIBOR ARMS Prepay 24MPP SOFT
17078372 5/6LIBOR ARMS No_PP 0MPP NO PP
16968502 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985271 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968506 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16776942 LIBOR 6M IO ARMS No_PP 0MPP NO PP
16968508 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16838990 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980984 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17009310 5/6LIBOR ARMS Prepay 36MPP COMBO
17009314 5/6LIBOR IO ARMS Prepay 6MPP HARD
16859293 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17052212 5/6LIBOR BLN ARMS Prepay 36MPP SOFT
16983106 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16983107 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16856426 5/6LIBOR IO ARMS Prepay 36MPP HARD
16852868 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16978791 5/6LIBOR IO ARMS Prepay 6MPP HARD
17005040 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17005049 5/6LIBOR IO ARMS Prepay 6MPP HARD
16983115 10/1LIBOR ARMS No_PP 0MPP NO PP
16970803 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16983117 5/6LIBOR IO ARMS Prepay 36MPP HARD
16844852 5/6LIBOR ARMS Prepay 36MPP COMBO
17042477 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17042479 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16706864 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17053331 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17060621 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17053334 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042480 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060625 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17042481 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16965610 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980921 5/6LIBOR ARMS Prepay 36MPP SOFT
16985214 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16778341 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060626 7/6LIBOR IO ARMS Prepay 36MPP HARD
16844406 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042489 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014868 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17078743 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16813959 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16979089 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060633 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17060637 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034474 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17014872 5/6LIBOR ARMS Prepay 6MPP HARD
17014873 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16788904 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979098 5/6LIBOR IO ARMS Prepay 36MPP HARD
17014881 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813975 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16813978 10/1LIBOR IO ARMS No_PP 0MPP NO PP
17053361 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051908 5/6LIBOR IO ARMS Prepay 36MPP HARD
17051909 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16791136 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16848004 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17053375 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16844442 5/1LIBOR ARMS No_PP 0MPP NO PP
16963107 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798789 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17055885 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980925 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16965618 5/6LIBOR ARMS Prepay 36MPP SOFT
16839664 3/6LIBOR IO ARMS No_PP 0MPP NO PP
17013717 5/6LIBOR IO ARMS Prepay 6MPP HARD
16814269 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16985224 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985226 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16846280 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17034887 5/6LIBOR ARMS Prepay 36MPP SOFT
16849118 5/6LIBOR ARMS Prepay 36MPP HARD
17027599 5/6LIBOR ARMS Prepay 6MPP HARD
16819394 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16849124 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16790805 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16844838 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16718886 5/6LIBOR IO ARMS Prepay 6MPP HARD
17021075 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065354 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847691 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16814271 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16838950 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059469 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042473 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034455 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17034456 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17042476 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798348 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16767893 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17053313 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034441 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042461 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042462 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17042463 5/6LIBOR IO ARMS Prepay 36MPP HARD
17042465 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17042467 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034449 5/6LIBOR IO ARMS Prepay 36MPP HARD
17042469 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813936 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042470 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042471 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042472 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016298 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016299 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16707010 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16650154 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974204 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17016274 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17014819 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16853107 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17016278 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016279 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798321 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16778721 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16798328 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17016285 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17016286 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16859651 5/6LIBOR ARMS Prepay 6MPP HARD
17033703 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17033709 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17042458 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16680436 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859105 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16990246 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16809762 5/6LIBOR ARMS Prepay 36MPP COMBO
17003416 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065195 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16990235 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16809770 5/6LIBOR ARMS Prepay 36MPP COMBO
16835936 5/6LIBOR IO ARMS Prepay 6MPP HARD
16851976 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065181 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17065156 7/1LIBOR IO ARMS No_PP 0MPP NO PP
17065157 7/1LIBOR IO ARMS No_PP 0MPP NO PP
16790614 5/6LIBOR ARMS No_PP 0MPP NO PP
16775311 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065169 2/6LIBOR IO ARMS Prepay 36MPP HARD
16963317 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16809742 5/6LIBOR ARMS Prepay 36MPP COMBO
16611653 2/6LIBOR IO ARMS Prepay 24MPP HARD
17065155 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17065135 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17034680 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065137 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17060850 2/6LIBOR IO ARMS Prepay 24MPP COMBO
16853358 5/6LIBOR IO ARMS Prepay 6MPP HARD
17065120 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17042690 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17034672 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16844612 5/6LIBOR IO ARMS Prepay 12MPP COMBO
17034676 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16672655 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16853366 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979298 5/6LIBOR IO ARMS Prepay 36MPP HARD
17065132 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17016494 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16853324 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16684208 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16979263 5/6LIBOR IO ARMS Prepay 6MPP HARD
17060814 2/6LIBOR BLN ARMS Prepay 24MPP SOFT
17034651 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034652 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16853342 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16781172 5/6LIBOR IO ARMS Prepay 36MPP HARD
17042679 5/6LIBOR ARMS Prepay 36MPP HARD
16781176 5/6LIBOR ARMS Prepay 36MPP COMBO
16806859 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17065119 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17042682 5/6LIBOR IO ARMS Prepay 36MPP HARD
16767346 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16764908 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16772805 5/6LIBOR ARMS Prepay 24MPP COMBO
16764992 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16765008 5/6LIBOR ARMS Prepay 36MPP COMBO
16775731 5/6LIBOR ARMS No_PP 0MPP NO PP
16767392 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16766938 5/6LIBOR ARMS Prepay 36MPP COMBO
16775840 5/6LIBOR IO ARMS Prepay 4MPP HARD
16775846 5/6LIBOR IO ARMS Prepay 4MPP HARD
16776334 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16728116 5/6LIBOR IO ARMS Prepay 12MPP HARD
17155780 5/1LIBOR ARMS No_PP 0MPP NO PP
17155790 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17155792 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17155789 5/1LIBOR IO ARMS Prepay 36MPP SOFT
17148479 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17148505 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17148523 5/1LIBOR IO ARMS Prepay 36MPP HARD
16201165 5/6LIBOR ARMS No_PP 0MPP NO PP
16662821 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16686335 5/6LIBOR ARMS Prepay 36MPP HARD
16728198 5/6LIBOR IO ARMS Prepay 12MPP HARD
16803158 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
16805684 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16834874 5/6LIBOR IO ARMS Prepay 12MPP HARD
16834928 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16838545 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16843946 5/6LIBOR ARMS Prepay 24MPP COMBO
16970301 5/6LIBOR IO ARMS Prepay 12MPP HARD
16970334 5/6LIBOR IO ARMS Prepay 12MPP HARD
16980281 5/6LIBOR ARMS Prepay 36MPP COMBO
16989889 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16989986 LIBOR 6M ARMS Prepay 4MPP HARD
16990989 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991073 5/6LIBOR IO ARMS Prepay 24MPP SOFT
16991093 5/6LIBOR IO ARMS Prepay 24MPP COMBO
16994581 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994873 5/6LIBOR IO ARMS Prepay 12MPP HARD
17001451 5/6LIBOR IO ARMS Prepay 12MPP HARD
17001485 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17003057 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17012527 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17012540 5/6LIBOR BLN ARMS Prepay 24MPP COMBO
17013342 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17013379 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17013389 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013396 5/6LIBOR ARMS Prepay 12MPP HARD
17020995 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021862 5/6LIBOR ARMS Prepay 24MPP COMBO
17056977 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057197 5/6LIBOR IO ARMS Prepay 12MPP HARD
17058951 5/6LIBOR IO ARMS Prepay 12MPP HARD
17060401 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16711103 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16728589 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16723657 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16723823 2/6LIBOR ARMS No_PP 0MPP NO PP
16728227 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813644 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16813655 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16813744 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16813758 5/6LIBOR ARMS Prepay 36MPP HARD
16813872 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859255 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16853032 5/6LIBOR ARMS No_PP 0MPP NO PP
16853085 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16853132 5/6LIBOR ARMS No_PP 0MPP NO PP
16853386 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16856679 5/6LIBOR IO ARMS Prepay 6MPP HARD
16856816 5/6LIBOR ARMS Prepay 36MPP COMBO
16857003 5/6LIBOR ARMS Prepay 36MPP HARD
16857324 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857347 5/6LIBOR ARMS Prepay 36MPP HARD
16849355 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857420 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857435 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857494 5/6LIBOR IO ARMS Prepay 6MPP HARD
16857496 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16857573 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16857580 5/6LIBOR IO ARMS Prepay 36MPP HARD
16849577 5/6LIBOR IO ARMS Prepay 36MPP HARD
16851184 5/6LIBOR IO ARMS Prepay 36MPP HARD
16851270 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16851389 5/6LIBOR ARMS Prepay 36MPP HARD
16857676 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859115 5/6LIBOR IO ARMS Prepay 6MPP SOFT
16859237 5/6LIBOR IO ARMS Prepay 12MPP HARD
16859343 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16859472 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16859510 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16963095 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16963238 5/6LIBOR IO ARMS Prepay 36MPP HARD
16851421 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16851910 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16851917 5/6LIBOR ARMS No_PP 0MPP NO PP
16852022 5/6LIBOR ARMS No_PP 0MPP NO PP
16852105 5/6LIBOR ARMS No_PP 0MPP NO PP
16852146 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852218 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16852368 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852729 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16852995 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16981788 5/6LIBOR IO ARMS Prepay 36MPP HARD
16984699 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984728 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16984753 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16984799 5/6LIBOR IO ARMS Prepay 36MPP HARD
16984865 5/6LIBOR ARMS Prepay 36MPP SOFT
16984874 5/6LIBOR IO ARMS Prepay 36MPP SOFT
15655556 5/6LIBOR ARMS No_PP 0MPP NO PP
16856495 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16856635 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16670123 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16574641 5/6LIBOR BLN ARMS Prepay 36MPP COMBO
16851198 5/6LIBOR IO ARMS Prepay 12MPP HARD
16846272 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16846305 5/6LIBOR ARMS Prepay 4MPP HARD
17033229 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824070 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16801501 5/6LIBOR IO ARMS Prepay 6MPP HARD
16803465 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16789079 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16809409 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16778911 5/6LIBOR ARMS Prepay 36MPP SOFT
16775175 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016601 7/6LIBOR IO ARMS No_PP 0MPP NO PP
16771216 3/6LIBOR IO ARMS Prepay 36MPP COMBO
16718135 5/1LIBOR IO ARMS Prepay 36MPP SOFT
16983181 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16974105 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16376240 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16692757 2/6LIBOR ARMS Prepay 24MPP SOFT
16384090 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17171504 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17171507 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17171512 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17171514 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17141651 5/6LIBOR ARMS Prepay 36MPP COMBO
17141814 5/6LIBOR IO ARMS Prepay 12MPP HARD
17150145 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17148207 5/6LIBOR ARMS Prepay 12MPP SOFT
17154203 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17154243 5/6LIBOR IO ARMS Prepay 12MPP HARD
17155305 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17155264 5/6LIBOR IO ARMS Prepay 4MPP HARD
17148236 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17148137 5/6LIBOR ARMS Prepay 36MPP COMBO
17148268 5/6LIBOR IO ARMS Prepay 12MPP HARD
17159851 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17159927 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17168635 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17170477 2/6LIBOR ARMS No_PP 0MPP NO PP
17113048 5/6LIBOR ARMS Prepay 12MPP HARD
17127987 5/6LIBOR ARMS Prepay 24MPP COMBO
17127804 5/6LIBOR IO ARMS Prepay 12MPP HARD
17128045 5/6LIBOR ARMS Prepay 36MPP SOFT
17128141 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17128187 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17127864 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17128264 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17129887 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17129924 7/6LIBOR IO ARMS Prepay 24MPP COMBO
17129955 5/6LIBOR ARMS Prepay 36MPP COMBO
17129787 5/6LIBOR ARMS Prepay 36MPP COMBO
17132459 5/6LIBOR IO ARMS Prepay 4MPP HARD
17132544 5/6LIBOR BLN ARMS No_PP 0MPP NO PP
17132570 5/6LIBOR ARMS Prepay 36MPP COMBO
17132571 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17132580 5/6LIBOR ARMS Prepay 4MPP HARD
17132635 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17141722 5/6LIBOR ARMS Prepay 12MPP HARD
17075185 5/6LIBOR IO ARMS Prepay 4MPP HARD
17074960 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17076352 7/6LIBOR IO ARMS Prepay 36MPP COMBO
17076452 5/6LIBOR IO ARMS Prepay 12MPP HARD
17076459 5/6LIBOR ARMS Prepay 12MPP HARD
17076365 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17076509 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17076601 5/6LIBOR BLN ARMS Prepay 12MPP HARD
17077698 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17077702 5/6LIBOR ARMS Prepay 36MPP COMBO
17077723 5/6LIBOR IO ARMS Prepay 4MPP HARD
17077775 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17077817 5/6LIBOR IO ARMS Prepay 4MPP HARD
17088291 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17088354 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17088249 5/6LIBOR ARMS Prepay 36MPP COMBO
17064711 5/6LIBOR ARMS Prepay 12MPP HARD
17064717 5/6LIBOR IO ARMS Prepay 12MPP HARD
17064722 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17064702 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17064930 5/6LIBOR ARMS No_PP 0MPP NO PP
17066030 5/6LIBOR IO ARMS Prepay 12MPP HARD
17112899 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17104587 5/6LIBOR IO ARMS Prepay 12MPP HARD
17066050 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17065923 5/6LIBOR IO ARMS Prepay 24MPP COMBO
17075018 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17075030 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17075043 5/6LIBOR IO ARMS Prepay 12MPP HARD
17075080 5/6LIBOR IO ARMS Prepay 4MPP HARD
17074933 5/6LIBOR IO ARMS Prepay 4MPP HARD
17074939 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088701 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17088959 5/6LIBOR BLN ARMS Prepay 36MPP SOFT
17089048 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17113393 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17128613 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17075826 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17076899 5/6LIBOR IO ARMS Prepay 36MPP HARD
17078178 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078201 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078318 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078579 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17078632 5/6LIBOR IO ARMS Prepay 36MPP HARD
16718064 5/6LIBOR IO ARMS Prepay 4MPP HARD
16695692 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16697311 5/6LIBOR ARMS Prepay 12MPP HARD
16681126 5/6LIBOR ARMS No_PP 0MPP NO PP
16681171 5/6LIBOR ARMS Prepay 12MPP HARD
15892542 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16684027 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16665531 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16665923 5/6LIBOR ARMS Prepay 36MPP SOFT
16672909 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16641299 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16648707 5/6LIBOR ARMS No_PP 0MPP NO PP
16628995 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17048086 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051888 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17051899 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17051936 5/6LIBOR ARMS No_PP 0MPP NO PP
17052148 5/6LIBOR ARMS Prepay 36MPP SOFT
17052161 5/6LIBOR ARMS No_PP 0MPP NO PP
17053276 5/6LIBOR IO ARMS Prepay 24MPP HARD
17053290 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17055951 5/6LIBOR ARMS Prepay 36MPP HARD
17057756 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17057861 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059294 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17059410 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17059476 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17060783 5/6LIBOR IO ARMS Prepay 6MPP HARD
17065264 5/6LIBOR ARMS No_PP 0MPP NO PP
17066389 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17066513 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16985207 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16985230 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16990161 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16990290 7/6LIBOR IO ARMS Prepay 36MPP SOFT
16991451 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991471 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991620 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16991624 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16991630 5/6LIBOR ARMS No_PP 0MPP NO PP
16994939 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16994953 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995112 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16995217 5/6LIBOR ARMS Prepay 6MPP SOFT
16995366 5/1LIBOR IO ARMS Prepay 36MPP HARD
17000210 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17000416 5/6LIBOR IO ARMS Prepay 36MPP HARD
17002334 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17003261 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011196 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17011225 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17011286 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17012666 5/6LIBOR ARMS No_PP 0MPP NO PP
17012860 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17012920 5/6LIBOR ARMS No_PP 0MPP NO PP
17012983 5/6LIBOR IO ARMS Prepay 6MPP HARD
17013485 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013489 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013563 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013594 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17013853 5/6LIBOR ARMS Prepay 36MPP COMBO
17014963 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17014998 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17015159 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17016288 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17016527 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021066 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17021139 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021160 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021294 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17021943 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022181 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022185 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17022264 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17027584 5/6LIBOR IO ARMS Prepay 36MPP HARD
17027708 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17033177 5/6LIBOR IO ARMS Prepay 36MPP HARD
17033250 7/6LIBOR IO ARMS Prepay 36MPP COMBO
17033283 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17033364 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034538 5/1LIBOR ARMS No_PP 0MPP NO PP
17034659 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17034761 5/6LIBOR IO ARMS Prepay 36MPP HARD
17034793 5/6LIBOR ARMS Prepay 36MPP SOFT
17042406 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042414 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042459 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042563 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042719 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17042815 5/6LIBOR IO ARMS Prepay 36MPP SOFT
17043826 5/6LIBOR IO ARMS Prepay 36MPP COMBO
17043837 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043872 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044015 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044124 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965132 5/6LIBOR ARMS Prepay 36MPP HARD
16965320 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965330 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16965368 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16965438 5/6LIBOR IO ARMS Prepay 36MPP HARD
16965545 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968357 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968686 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16968696 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16970477 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16970485 5/6LIBOR ARMS Prepay 36MPP COMBO
16970618 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970847 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16970959 5/6LIBOR ARMS Prepay 36MPP COMBO
16973767 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973794 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973806 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16973902 5/6LIBOR IO ARMS Prepay 12MPP HARD
16973956 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16974227 5/6LIBOR IO ARMS Prepay 6MPP HARD
16974340 5/6LIBOR IO ARMS Prepay 4MPP HARD
16974401 5/6LIBOR ARMS Prepay 36MPP SOFT
16974465 5/6LIBOR ARMS Prepay 36MPP SOFT
16974475 5/6LIBOR ARMS Prepay 36MPP HARD
16978685 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16978750 5/6LIBOR ARMS No_PP 0MPP NO PP
16978908 5/6LIBOR IO ARMS Prepay 36MPP HARD
16979114 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979176 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979205 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16979227 5/6LIBOR IO ARMS Prepay 6MPP HARD
16979292 5/6LIBOR IO ARMS Prepay 6MPP HARD
16979306 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16980491 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980687 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16980761 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16980789 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981014 5/6LIBOR IO ARMS Prepay 36MPP HARD
16981029 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16981342 5/1LIBOR IO ARMS Prepay 36MPP COMBO
16981482 5/6LIBOR ARMS No_PP 0MPP NO PP
16840011 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16840148 5/6LIBOR IO ARMS Prepay 36MPP HARD
16840186 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16840278 5/6LIBOR ARMS Prepay 36MPP COMBO
16844295 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16844314 5/6LIBOR IO ARMS Prepay 24MPP HARD
16844721 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16845594 5/6LIBOR IO ARMS Prepay 36MPP HARD
16845707 5/6LIBOR ARMS Prepay 24MPP HARD
16845774 5/6LIBOR ARMS Prepay 36MPP SOFT
16845892 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16846190 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16847604 5/6LIBOR IO ARMS Prepay 36MPP HARD
16847609 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16847704 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16847868 5/6LIBOR BLN ARMS Prepay 12MPP HARD
16847991 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16848012 5/6LIBOR ARMS Prepay 36MPP HARD
16848063 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849031 5/6LIBOR IO ARMS Prepay 36MPP HARD
16849236 5/6LIBOR ARMS No_PP 0MPP NO PP
16849286 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16849313 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16832780 5/6LIBOR IO ARMS Prepay 12MPP HARD
16835345 5/6LIBOR ARMS Prepay 24MPP HARD
16835361 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835401 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835481 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16835613 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835738 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835824 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16835870 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16838873 5/6LIBOR ARMS Prepay 36MPP SOFT
16839137 5/6LIBOR IO ARMS Prepay 36MPP HARD
16839188 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16839852 5/6LIBOR IO ARMS Prepay 36MPP HARD
16819373 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16819397 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819425 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16819553 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16819641 5/6LIBOR ARMS Prepay 36MPP SOFT
16823742 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16823893 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16823980 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16824026 5/6LIBOR ARMS Prepay 36MPP SOFT
16824159 5/6LIBOR ARMS Prepay 36MPP SOFT
16826804 5/6LIBOR ARMS No_PP 0MPP NO PP
16826805 5/6LIBOR IO ARMS Prepay 12MPP HARD
16826849 3/6LIBOR ARMS No_PP 0MPP NO PP
16826908 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16814187 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16819212 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16819278 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16819279 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16806809 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16806829 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16806954 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16806992 5/6LIBOR ARMS Prepay 36MPP SOFT
16807183 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16807251 5/6LIBOR IO ARMS Prepay 5MPP HARD
16807279 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16807305 5/6LIBOR ARMS Prepay 36MPP SOFT
16807349 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16809653 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16809671 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16809829 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16801614 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16801642 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16803512 5/6LIBOR IO ARMS Prepay 36MPP HARD
16798799 5/6LIBOR IO ARMS Prepay 36MPP HARD
16801513 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16798268 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16798635 10/6LIBOR IO ARMS No_PP 0MPP NO PP
16798206 5/6LIBOR ARMS No_PP 0MPP NO PP
16790918 5/6LIBOR IO ARMS Prepay 36MPP HARD
16791062 5/6LIBOR ARMS Prepay 36MPP HARD
16789037 5/6LIBOR IO ARMS Prepay 12MPP HARD
16789086 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16790388 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16790417 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16790616 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16781210 5/6LIBOR IO ARMS Prepay 6MPP HARD
16781323 5/6LIBOR IO ARMS Prepay 6MPP HARD
16784784 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16784980 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16786199 5/6LIBOR ARMS Prepay 36MPP SOFT
16786228 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16788554 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16788598 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16788647 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16788727 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16777114 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16771982 5/6LIBOR ARMS Prepay 36MPP HARD
16770800 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16774944 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16768047 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16768354 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16729896 5/6LIBOR ARMS Prepay 36MPP SOFT
16731785 5/6LIBOR ARMS Prepay 6MPP HARD
16731813 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16731953 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16729579 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16765326 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16721969 5/6LIBOR ARMS Prepay 36MPP HARD
16721971 5/6LIBOR IO ARMS Prepay 36MPP SOFT
16704342 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16681413 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16540307 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17090584 5/1LIBOR ARMS No_PP 0MPP NO PP
17090585 5/1LIBOR ARMS No_PP 0MPP NO PP
17090586 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090587 5/1LIBOR ARMS No_PP 0MPP NO PP
17090593 5/1LIBOR ARMS No_PP 0MPP NO PP
17090597 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090599 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090600 5/1LIBOR ARMS No_PP 0MPP NO PP
17090602 5/1LIBOR ARMS No_PP 0MPP NO PP
17090603 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090605 5/1LIBOR ARMS No_PP 0MPP NO PP
17090606 5/1LIBOR ARMS No_PP 0MPP NO PP
17090608 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090609 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090610 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090611 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090612 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090614 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090615 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090616 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090617 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090618 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090619 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090621 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090578 5/1LIBOR ARMS No_PP 0MPP NO PP
17090579 5/1LIBOR ARMS No_PP 0MPP NO PP
17090580 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090581 5/1LIBOR ARMS No_PP 0MPP NO PP
17090583 5/1LIBOR ARMS No_PP 0MPP NO PP
17059647 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059654 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059656 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059657 5/1LIBOR ARMS No_PP 0MPP NO PP
17059659 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059665 5/1LIBOR ARMS No_PP 0MPP NO PP
17059670 5/1LIBOR ARMS No_PP 0MPP NO PP
17059673 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059675 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059677 5/1LIBOR ARMS No_PP 0MPP NO PP
17059682 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17059686 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090569 5/1LIBOR ARMS No_PP 0MPP NO PP
17090570 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17090571 5/1LIBOR ARMS No_PP 0MPP NO PP
17090573 5/1LIBOR ARMS No_PP 0MPP NO PP
17090574 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015984 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015985 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015988 5/1LIBOR ARMS No_PP 0MPP NO PP
17015989 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015970 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015972 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015976 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015980 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015964 5/1LIBOR ARMS No_PP 0MPP NO PP
17015965 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17015968 5/1LIBOR ARMS No_PP 0MPP NO PP
17015951 5/1LIBOR ARMS No_PP 0MPP NO PP
17015954 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16966663 5/1CMT ARMS No_PP 0MPP NO PP
16789095 5/1LIBOR ARMS No_PP 0MPP NO PP
16789101 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16789117 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16789124 5/1LIBOR ARMS No_PP 0MPP NO PP
16789126 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16839342 10/1LIBOR ARMS No_PP 0MPP NO PP
16964633 5/1LIBOR ARMS No_PP 0MPP NO PP
16964635 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964917 5/1LIBOR ARMS No_PP 0MPP NO PP
16964918 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964919 5/1LIBOR ARMS No_PP 0MPP NO PP
16964921 5/1LIBOR ARMS No_PP 0MPP NO PP
16964922 5/1LIBOR ARMS No_PP 0MPP NO PP
16964925 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964929 5/1LIBOR ARMS No_PP 0MPP NO PP
16964931 5/1LIBOR ARMS No_PP 0MPP NO PP
16964934 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964936 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964940 5/1LIBOR ARMS No_PP 0MPP NO PP
16964944 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964947 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964949 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16964953 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16549174 5/1LIBOR ARMS No_PP 0MPP NO PP
16549176 5/1LIBOR ARMS No_PP 0MPP NO PP
16549198 7/1LIBOR ARMS No_PP 0MPP NO PP
16549228 7/1LIBOR IO ARMS No_PP 0MPP NO PP
16549246 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16549111 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16770431 5/1LIBOR ARMS No_PP 0MPP NO PP
16770436 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16770441 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16770442 5/1LIBOR ARMS No_PP 0MPP NO PP
16770453 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16770462 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16770478 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16770482 5/1LIBOR ARMS No_PP 0MPP NO PP
16685373 5/1LIBOR ARMS No_PP 0MPP NO PP
16685378 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16685382 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16685405 5/1LIBOR IO ARMS No_PP 0MPP NO PP
17043285 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043286 3/6LIBOR ARMS No_PP 0MPP NO PP
17043287 3/6LIBOR ARMS No_PP 0MPP NO PP
17043288 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17043290 5/6LIBOR IO ARMS Prepay 36MPP HARD
17043291 3/6LIBOR ARMS No_PP 0MPP NO PP
17043297 5/6LIBOR ARMS No_PP 0MPP NO PP
17044150 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17044151 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044152 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044154 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044157 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044158 7/6LIBOR ARMS No_PP 0MPP NO PP
17044159 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044160 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044164 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044167 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044168 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044169 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044171 10/6LIBOR IO ARMS No_PP 0MPP NO PP
17044173 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044175 2/6LIBOR IO ARMS No_PP 0MPP NO PP
17044176 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044177 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044179 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044181 2/6LIBOR ARMS No_PP 0MPP NO PP
17044188 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044190 7/6LIBOR IO ARMS Prepay 36MPP HARD
17044192 7/6LIBOR IO ARMS No_PP 0MPP NO PP
17044193 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044194 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044196 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044197 2/6LIBOR IO ARMS No_PP 0MPP NO PP
17044198 3/6LIBOR IO ARMS Prepay 36MPP HARD
17044202 7/6LIBOR ARMS No_PP 0MPP NO PP
17044203 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17044204 5/6LIBOR IO ARMS No_PP 0MPP NO PP
17010310 10/1LIBOR IO ARMS No_PP 0MPP NO PP
16042804 3/6LIBOR IO ARMS Prepay 12MPP HARD
16007584 2/6LIBOR IO ARMS Prepay 12MPP HARD
16827098 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16808510 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16809118 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16371331 10/1LIBOR IO ARMS Prepay 12MPP HARD
16639255 7/1LIBOR ARMS No_PP 0MPP NO PP
16639353 10/1LIBOR ARMS Prepay 60MPP SOFT
16639413 10/1LIBOR IO ARMS Prepay 12MPP HARD
16635046 7/1LIBOR ARMS Prepay 12MPP HARD
16639384 10/1LIBOR IO ARMS Prepay 60MPP SOFT
16639419 10/1LIBOR ARMS Prepay 60MPP SOFT
16019600 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16019608 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16042899 5/6LIBOR IO ARMS Prepay 12MPP HARD
16066059 2/6LIBOR IO ARMS Prepay 12MPP HARD
16019401 2/6LIBOR IO ARMS Prepay 12MPP HARD
16019483 5/6LIBOR IO ARMS Prepay 36MPP COMBO
16019495 5/6LIBOR IO ARMS Prepay 36MPP HARD
16019534 2/6LIBOR IO ARMS Prepay 24MPP HARD
16244518 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16007546 2/6LIBOR IO ARMS Prepay 36MPP HARD
16007547 2/6LIBOR IO ARMS Prepay 24MPP HARD
16007593 2/6LIBOR IO ARMS Prepay 24MPP HARD
16007818 1/1LIBOR IO ARMS Prepay 12MPP HARD
16007856 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16008101 2/6LIBOR IO ARMS Prepay 24MPP HARD
16008103 2/6LIBOR IO ARMS Prepay 12MPP HARD
16008136 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16008389 6MLIBOR IO ARMS Prepay 6MPP HARD
16008441 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16008456 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16008488 2/6LIBOR IO ARMS Prepay 12MPP HARD
16008913 6MLIBOR IO ARMS Prepay 12MPP HARD
16005546 2/6LIBOR IO ARMS Prepay 12MPP COMBO
16005738 2/6LIBOR IO ARMS Prepay 24MPP HARD
16005896 5/6LIBOR ARMS No_PP 0MPP NO PP
16005986 2/6LIBOR IO ARMS Prepay 24MPP SOFT
16006608 2/6LIBOR IO ARMS Prepay 24MPP HARD
16006628 2/6LIBOR IO ARMS Prepay 12MPP HARD
16006956 2/6LIBOR IO ARMS No_PP 0MPP NO PP
16006963 3/6LIBOR ARMS Prepay 36MPP HARD
16006967 3/6LIBOR IO ARMS No_PP 0MPP NO PP
16007143 5/6LIBOR ARMS Prepay 36MPP SOFT
16007219 5/6LIBOR IO ARMS Prepay 36MPP HARD
16007306 2/6LIBOR IO ARMS Prepay 24MPP HARD
16007353 2/6LIBOR IO ARMS Prepay 24MPP HARD
16007421 2/6LIBOR IO ARMS Prepay 24MPP HARD
16626226 6MLIBOR IO ARMS No_PP 0MPP NO PP
16146829 5/6LIBOR ARMS No_PP 0MPP NO PP
16146845 5/6LIBOR ARMS No_PP 0MPP NO PP
16846473 5/1CMT IO ARMS No_PP 0MPP NO PP
16068545 5/6LIBOR ARMS Prepay 36MPP SOFT
16068583 5/6LIBOR ARMS No_PP 0MPP NO PP
16549131 5/1LIBOR ARMS Prepay 36MPP SOFT
16146841 5/6LIBOR IO ARMS No_PP 0MPP NO PP
16802019 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16802024 3/1LIBOR IO ARMS No_PP 0MPP NO PP
16840735 10/1LIBOR IO ARMS No_PP 0MPP NO PP
16840990 10/1CMT ARMS No_PP 0MPP NO PP
16840992 10/1LIBOR ARMS No_PP 0MPP NO PP
16841050 10/1LIBOR ARMS No_PP 0MPP NO PP
16846458 5/1CMT IO ARMS No_PP 0MPP NO PP
16846467 5/1CMT IO ARMS No_PP 0MPP NO PP
16846616 5/1LIBOR ARMS No_PP 0MPP NO PP
16846652 5/1LIBOR ARMS No_PP 0MPP NO PP
16846662 5/1CMT IO ARMS No_PP 0MPP NO PP
16846669 5/1LIBOR ARMS No_PP 0MPP NO PP
16846689 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16846742 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16846772 5/1LIBOR IO ARMS No_PP 0MPP NO PP
16846856 5/1LIBOR ARMS No_PP 0MPP NO PP
16649313 3/6LIBOR IO ARMS No_PP 0MPP NO PP
LOAN_SEQ PP_PENALTY_HARDNESS_MTHS LIEN BALLOON IO_FLAG IO_PERIOD
______________________________________________________________________________________________________________________________________________________________________
16973804 36 First Lien No Yes 120
16803579 0 First Lien No Yes 60
16778519 0 First Lien No Yes 120
16807148 0 First Lien No Yes 120
16859442 12 First Lien No Yes 120
16962964 0 First Lien No Yes 60
16847865 0 First Lien No No 0
16974000 36 First Lien No Yes 120
17055524 0 First Lien No Yes 60
17027903 6 First Lien No Yes 120
17055527 0 First Lien No Yes 60
16819700 6 First Lien No No 0
16963152 0 First Lien No Yes 120
17055529 0 First Lien No Yes 60
16835746 6 First Lien No Yes 120
16835747 0 First Lien No Yes 60
16709794 0 First Lien No Yes 60
17022103 0 First Lien No Yes 120
17003238 0 First Lien No Yes 60
17055532 0 First Lien No Yes 60
17042597 36 First Lien No Yes 120
16979197 0 First Lien No Yes 120
17034584 36 First Lien No Yes 60
16844524 0 First Lien No Yes 120
16672567 0 First Lien No Yes 60
17000430 0 First Lien No Yes 120
17034594 0 First Lien No Yes 120
16832951 0 First Lien No Yes 120
16853287 0 First Lien No Yes 120
17000441 36 First Lien No Yes 120
16770986 0 First Lien No Yes 120
16801716 6 First Lien No Yes 120
17013608 36 First Lien No Yes 120
16840316 0 First Lien No Yes 120
16965510 0 First Lien No Yes 120
17078217 0 First Lien No Yes 120
16859160 36 First Lien No Yes 60
17128684 0 First Lien No Yes 120
17055786 3 First Lien No Yes 120
16981557 0 First Lien No No 0
17113404 0 First Lien No Yes 120
16840321 0 First Lien No Yes 120
17113409 0 First Lien No Yes 120
17078220 0 First Lien No Yes 120
16840328 0 First Lien No Yes 120
17078229 0 First Lien No Yes 120
16859171 0 First Lien No Yes 60
16985126 0 First Lien No Yes 120
16859177 0 First Lien No No 0
16847599 6 First Lien No Yes 120
17113411 0 First Lien No Yes 120
17033226 0 First Lien No Yes 120
17033228 12 First Lien No Yes 120
16778097 0 First Lien No Yes 120
16803643 0 First Lien No Yes 60
16845817 0 First Lien No Yes 60
17130520 0 First Lien No Yes 36
16803367 0 First Lien No Yes 60
16710005 6 First Lien No No 0
16640581 12 First Lien No No 0
16605477 12 First Lien No Yes 120
16706969 0 First Lien No Yes 120
17033422 0 First Lien No Yes 60
16970648 0 First Lien No Yes 120
16981345 6 First Lien No Yes 60
17003217 3 First Lien No Yes 120
17013825 6 First Lien No Yes 120
17016323 0 First Lien No Yes 120
17021158 12 First Lien No Yes 120
17013650 0 First Lien No Yes 120
17033174 36 First Lien No No 0
17033294 6 First Lien No Yes 120
17033429 6 First Lien No Yes 120
17034438 0 First Lien No Yes 120
17042468 0 First Lien No Yes 120
16809579 36 First Lien No No 0
16849548 6 First Lien No Yes 60
16776281 12 First Lien No Yes 120
16314724 0 First Lien No No 0
16540158 0 First Lien No No 0
16422796 0 First Lien No Yes 120
17058812 12 First Lien No Yes 120
17058892 12 First Lien No No 0
17058903 12 First Lien No Yes 120
17058910 4 First Lien Yes No 0
17058934 0 First Lien No Yes 120
17058973 12 First Lien No Yes 120
17059002 12 First Lien No Yes 120
17060297 4 First Lien No Yes 120
17060329 12 First Lien No Yes 120
17060336 4 First Lien No Yes 120
17060269 0 First Lien No No 0
17054990 0 First Lien No No 0
17054995 12 First Lien No Yes 120
17055001 12 First Lien No Yes 120
17055019 12 First Lien No No 0
17055042 12 First Lien No Yes 120
17055073 0 First Lien No Yes 120
17054904 12 First Lien No Yes 120
17055151 12 First Lien No Yes 120
17055188 12 First Lien No Yes 120
17055196 12 First Lien No Yes 120
17057066 0 First Lien No Yes 120
17057011 12 First Lien No Yes 120
17051539 12 First Lien No Yes 120
17051615 12 First Lien No Yes 120
17051542 12 First Lien No Yes 120
17051502 0 First Lien No No 0
17051652 12 First Lien No Yes 120
17051711 12 First Lien No Yes 120
17051554 12 First Lien No Yes 120
17051728 12 First Lien No Yes 120
17051527 12 First Lien No Yes 120
17052744 12 First Lien No Yes 120
17052819 12 First Lien No Yes 120
17052828 12 First Lien No Yes 120
17052752 12 First Lien No Yes 120
17052876 0 First Lien No Yes 120
17052719 0 First Lien No No 0
17052910 4 First Lien No Yes 120
17052919 12 First Lien No Yes 120
17052928 12 First Lien No Yes 120
17054944 12 First Lien Yes No 0
17043539 12 First Lien No No 0
17043543 12 First Lien No No 0
17047741 12 First Lien No Yes 120
17047751 12 First Lien No Yes 120
17047191 12 First Lien No No 0
17047782 0 First Lien No Yes 120
17047196 0 First Lien No Yes 120
17047833 12 First Lien No No 0
17047899 12 First Lien No Yes 120
17051576 0 First Lien No Yes 120
17043438 0 First Lien No Yes 120
17043319 0 First Lien No Yes 120
17043512 0 First Lien No No 0
17043523 0 First Lien No Yes 120
17032737 12 First Lien No Yes 120
17032621 12 First Lien No Yes 120
17032818 12 First Lien No Yes 120
17034235 12 First Lien No Yes 120
17034292 0 First Lien No Yes 120
17034303 12 First Lien No Yes 120
17034324 12 First Lien No Yes 120
17034344 4 First Lien No Yes 120
17034363 12 First Lien No Yes 120
17034193 0 First Lien No Yes 120
17042827 0 First Lien No Yes 120
17020914 0 First Lien No Yes 120
17021010 12 First Lien No Yes 120
17021717 12 First Lien No Yes 120
17021773 12 First Lien No Yes 120
17021812 12 First Lien No No 0
17021868 0 First Lien No Yes 120
17021878 12 First Lien No Yes 120
17027399 12 First Lien No Yes 120
17027164 0 First Lien Yes No 0
17027431 12 First Lien No Yes 120
17027483 12 First Lien No Yes 120
17013170 0 First Lien Yes No 0
17013299 12 First Lien No Yes 120
17013208 12 First Lien No Yes 120
17013337 12 First Lien Yes No 0
17013345 12 First Lien No No 0
17013350 12 First Lien No Yes 120
17013353 0 First Lien No No 0
17013190 0 First Lien No No 0
17014440 12 First Lien No Yes 120
17014602 0 First Lien No Yes 120
17014611 4 First Lien No Yes 120
17016094 12 First Lien No Yes 120
17016043 12 First Lien No No 0
17016112 12 First Lien No Yes 120
17016116 0 First Lien No Yes 120
17016149 12 First Lien No No 0
17016156 12 First Lien No Yes 120
17016211 12 First Lien No No 0
17016064 12 First Lien No Yes 120
17008815 12 First Lien No Yes 120
17008781 0 First Lien No Yes 120
17008859 0 First Lien No Yes 120
17010819 12 First Lien No Yes 120
17010821 0 First Lien No Yes 120
17010876 0 First Lien No Yes 120
17010910 12 First Lien No Yes 120
17010936 12 First Lien No Yes 120
17012387 4 First Lien No Yes 120
17012428 0 First Lien No Yes 120
17012441 0 First Lien No Yes 120
16997863 12 First Lien No Yes 120
16997918 0 First Lien No Yes 120
17001422 12 First Lien No No 0
17001599 12 First Lien No Yes 120
17002886 0 First Lien No Yes 120
17002914 12 First Lien No Yes 120
17003085 12 First Lien No No 0
17004493 12 First Lien No Yes 120
17004509 0 First Lien No Yes 120
17004530 12 First Lien No Yes 120
17004545 12 First Lien No Yes 120
16991039 0 First Lien No Yes 120
16991049 12 First Lien No Yes 120
16991072 0 First Lien No Yes 120
16991114 12 First Lien No Yes 120
16991135 12 First Lien No Yes 120
16990978 0 First Lien No Yes 120
16991141 12 First Lien No Yes 120
16994857 0 First Lien No Yes 120
16994907 12 First Lien No Yes 120
16980330 12 First Lien No Yes 120
16982692 4 First Lien No Yes 120
16982763 0 First Lien No Yes 120
16984200 12 First Lien No Yes 120
16984311 12 First Lien No Yes 120
16989944 12 First Lien No Yes 120
16989963 12 First Lien No Yes 120
16980207 4 First Lien No Yes 120
16980210 0 First Lien No Yes 120
16980317 12 First Lien No Yes 120
16968105 0 First Lien No Yes 120
16968001 12 First Lien No No 0
17021682 12 First Lien No Yes 120
16970252 12 First Lien No Yes 120
16970147 12 First Lien No Yes 120
16970279 4 First Lien No Yes 120
16978535 12 First Lien No Yes 120
16971808 12 First Lien No Yes 120
16971931 12 First Lien No No 0
16978645 12 First Lien No Yes 120
16965041 12 First Lien No No 0
16857134 4 First Lien No Yes 120
16857194 12 First Lien No Yes 120
16858907 12 First Lien No No 0
16858974 12 First Lien No Yes 120
16859000 12 First Lien No Yes 120
16912721 12 First Lien No Yes 120
16852508 12 First Lien Yes No 0
16852509 12 First Lien No Yes 120
16852498 12 First Lien No Yes 120
16847169 12 First Lien No No 0
16848828 12 First Lien No Yes 120
16848745 12 First Lien No No 0
16851464 12 First Lien No No 0
16843965 12 First Lien No Yes 120
16845391 12 First Lien No No 0
16845338 0 First Lien No Yes 120
16847325 12 First Lien No No 0
16838441 12 First Lien No Yes 120
16838509 12 First Lien No Yes 120
16980147 12 First Lien No No 0
16834852 12 First Lien No Yes 120
16834866 12 First Lien No Yes 120
16832446 12 First Lien No No 0
16823339 12 First Lien No No 0
16825988 12 First Lien No Yes 120
16823496 0 First Lien No Yes 120
16812391 12 First Lien No Yes 120
16818828 12 First Lien No No 0
16818849 0 First Lien Yes No 0
16397330 0 First Lien No Yes 60
16803110 12 First Lien No No 0
16802952 0 First Lien No No 0
16801309 0 First Lien No Yes 120
16801182 12 First Lien No Yes 120
16801333 12 First Lien No No 0
16798049 0 First Lien No Yes 120
16780567 0 First Lien No Yes 120
16785048 4 First Lien No Yes 120
16785144 4 First Lien Yes No 0
16786999 12 First Lien No No 0
17154645 0 First Lien No Yes 60
16778144 4 First Lien No Yes 120
17027377 12 First Lien Yes No 0
17032752 12 First Lien No Yes 120
17032812 4 First Lien No Yes 120
17034255 12 First Lien No Yes 120
17034208 12 First Lien No Yes 120
17043520 12 First Lien No Yes 120
17047762 12 First Lien No Yes 120
17051595 12 First Lien Yes No 0
17052800 12 First Lien No No 0
17052977 12 First Lien No Yes 120
17055078 0 First Lien No Yes 120
16857237 0 First Lien No No 0
16965000 0 First Lien No Yes 120
16965084 12 First Lien No Yes 120
16848900 12 First Lien No Yes 120
16832493 0 First Lien No Yes 120
16780576 12 First Lien No No 0
16780588 0 First Lien No Yes 120
16790269 12 First Lien No Yes 120
16798036 12 First Lien Yes No 0
16776260 12 First Lien No No 0
16716232 0 First Lien No Yes 120
16709184 0 First Lien No Yes 120
16697301 0 First Lien No Yes 120
17009060 0 First Lien No Yes 60
17009064 0 First Lien No Yes 120
17009044 0 First Lien No Yes 60
16857561 0 First Lien No Yes 60
17027938 0 First Lien No Yes 120
17057583 0 First Lien No Yes 120
17077133 0 First Lien No Yes 60
16970683 0 First Lien No Yes 120
17088722 0 First Lien No Yes 120
17055576 0 First Lien No Yes 120
17113459 36 First Lien No Yes 120
17060538 36 First Lien No Yes 120
17088958 36 First Lien No No 0
17016432 12 First Lien No No 0
16688285 24 First Lien Yes No 0
17148468 0 First Lien No Yes 60
17148508 0 First Lien No No 0
17167151 0 First Lien No Yes 36
17167152 0 First Lien No No 0
16365915 0 First Lien No Yes 60
17155778 0 First Lien No Yes 60
17167214 0 First Lien No Yes 120
17150071 12 First Lien No Yes 120
17155403 12 First Lien No Yes 120
17151497 0 First Lien No No 0
17151502 0 First Lien No Yes 60
17151504 0 First Lien No No 0
17151541 0 First Lien No Yes 60
17130569 0 First Lien No Yes 120
17064787 0 First Lien No Yes 120
17064846 12 First Lien No Yes 120
17065949 0 First Lien No No 0
17065971 0 First Lien No Yes 120
17075024 12 First Lien No Yes 120
17075056 0 First Lien No Yes 120
17075081 12 First Lien No Yes 120
17075150 12 First Lien No Yes 120
17075242 12 First Lien No Yes 120
17076417 4 First Lien No Yes 120
17077691 12 First Lien No No 0
17077808 12 First Lien No Yes 120
17088379 12 First Lien No No 0
17112894 0 First Lien Yes No 0
17104575 0 First Lien No Yes 120
17112981 12 First Lien Yes No 0
17132591 0 First Lien No Yes 120
17151492 0 First Lien No No 0
17059319 36 First Lien No Yes 60
17171516 0 First Lien No Yes 60
17155802 0 First Lien No Yes 60
17155803 0 First Lien No Yes 60
17148515 0 First Lien No Yes 60
17155807 0 First Lien No Yes 60
17148559 0 First Lien No No 0
17148510 0 First Lien No Yes 60
16389049 0 First Lien No Yes 120
17077022 0 First Lien No Yes 60
17151516 0 First Lien No Yes 60
17077024 0 First Lien No Yes 60
17151591 0 First Lien No No 0
17151596 0 First Lien No Yes 60
17155791 0 First Lien No Yes 60
17128577 0 First Lien No Yes 60
17148495 0 First Lien No No 0
17155785 0 First Lien No No 0
17001992 0 First Lien No Yes 120
17013576 0 First Lien No Yes 120
17001996 0 First Lien No Yes 120
17078182 0 First Lien No Yes 120
17078185 0 First Lien No Yes 120
17078188 0 First Lien No Yes 120
16991647 0 First Lien No No 0
16851140 0 First Lien No Yes 120
17089041 0 First Lien No Yes 60
16851145 0 First Lien No No 0
16803924 0 First Lien No Yes 120
17013589 0 First Lien No Yes 120
16851149 0 First Lien No Yes 120
17078194 0 First Lien No Yes 120
16982905 0 First Lien No Yes 120
17078198 0 First Lien No Yes 120
16856952 0 First Lien No No 0
16856957 0 First Lien No No 0
17059360 36 First Lien No Yes 60
16814175 0 First Lien No Yes 120
16965532 6 First Lien No Yes 60
17059369 0 First Lien No Yes 60
16974283 0 First Lien No Yes 120
16980848 0 First Lien No Yes 120
17052102 0 First Lien No Yes 120
17033230 0 First Lien No Yes 120
17012900 12 First Lien No Yes 120
17113422 0 First Lien No No 0
17113428 0 First Lien No Yes 120
17113429 0 First Lien No Yes 120
17004861 0 First Lien No Yes 120
17052085 0 First Lien No Yes 120
17052087 0 First Lien No Yes 120
17004864 0 First Lien No Yes 120
17052088 6 First Lien No Yes 120
16803950 0 First Lien No Yes 120
17052089 0 First Lien No Yes 120
17012886 0 First Lien No Yes 60
16833058 36 First Lien No No 0
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17078247 0 First Lien No Yes 120
16801875 0 First Lien No Yes 120
17078249 0 First Lien No Yes 120
17059379 0 First Lien No No 0
17012911 0 First Lien No Yes 60
17033248 0 First Lien No Yes 120
16824319 5 First Lien No Yes 120
16991712 6 First Lien No Yes 120
16991717 0 First Lien No No 0
16985156 6 First Lien No Yes 60
16980863 0 First Lien No Yes 60
16985157 0 First Lien No Yes 120
16980865 0 First Lien No Yes 120
17013657 0 First Lien No Yes 120
17066688 6 First Lien No Yes 60
16980873 0 First Lien No Yes 120
16985167 0 First Lien No Yes 120
17052132 0 First Lien No Yes 120
17052133 0 First Lien No Yes 120
17044115 0 First Lien No Yes 120
17004914 0 First Lien No No 0
17033264 0 First Lien No No 0
17033267 0 First Lien No Yes 120
17033269 0 First Lien No No 0
17013668 0 First Lien No Yes 60
17013669 0 First Lien No Yes 60
16968404 0 First Lien No Yes 120
17057947 0 First Lien No Yes 120
16965574 36 First Lien No Yes 120
16980883 0 First Lien No Yes 60
17033273 0 First Lien No Yes 120
16982930 0 First Lien No Yes 120
16991680 36 First Lien No Yes 120
16968355 12 First Lien No Yes 120
16856985 0 First Lien No Yes 120
16856988 0 First Lien No No 0
17042614 12 First Lien No Yes 60
17004871 0 First Lien No Yes 120
17052096 0 First Lien No Yes 120
17044128 0 First Lien No Yes 120
17016507 6 First Lien No Yes 60
16824341 0 First Lien No Yes 120
17033276 0 First Lien No Yes 120
17033278 0 First Lien No No 0
17113468 0 First Lien No Yes 120
17076821 0 First Lien No No 0
17033279 0 First Lien No Yes 120
16723773 0 First Lien No No 0
16979217 0 First Lien No Yes 120
16982944 0 First Lien No Yes 60
16856994 12 First Lien No Yes 120
17042625 24 First Lien No Yes 120
17009174 0 First Lien No Yes 120
17009178 0 First Lien No Yes 120
16723781 0 First Lien No Yes 36
16995260 0 First Lien No No 0
16982959 24 First Lien No Yes 120
16853300 0 First Lien No Yes 60
16965582 12 First Lien No Yes 120
17078289 0 First Lien No Yes 120
17033280 6 First Lien No Yes 120
17016513 0 First Lien No No 0
17004930 0 First Lien No Yes 84
17033282 0 First Lien No Yes 120
17013680 0 First Lien No Yes 120
17052156 0 First Lien No Yes 120
17044138 12 First Lien No Yes 120
17033284 0 First Lien No Yes 120
17033285 0 First Lien No Yes 120
16771053 0 First Lien No Yes 120
17013685 0 First Lien No Yes 60
17033287 0 First Lien No Yes 120
16824353 0 First Lien No Yes 120
17033289 0 First Lien No Yes 120
16851248 0 First Lien No Yes 120
17044140 0 First Lien No Yes 120
17052162 36 First Lien No No 0
17033290 0 First Lien No Yes 120
17033291 0 First Lien No Yes 120
17033292 0 First Lien No Yes 120
17009235 36 First Lien No No 0
17033295 6 First Lien No Yes 120
17033296 0 First Lien No No 0
16979230 0 First Lien No Yes 60
16819139 3 First Lien No No 0
16803993 0 First Lien No Yes 120
16979242 0 First Lien No Yes 120
16995281 0 First Lien No No 0
16982977 0 First Lien No Yes 120
17034638 0 First Lien No Yes 120
17052064 0 First Lien No Yes 120
17033192 36 First Lien No Yes 120
17016426 0 First Lien No Yes 120
17052068 0 First Lien No Yes 120
17033197 0 First Lien No Yes 120
17013599 0 First Lien No Yes 120
16789088 0 First Lien No Yes 120
16856966 0 First Lien No Yes 120
17044050 0 First Lien No Yes 120
17009145 0 First Lien No No 0
17012875 12 First Lien No Yes 120
17004858 0 First Lien No Yes 120
17012879 0 First Lien No Yes 60
17128564 0 First Lien No Yes 60
16990180 0 First Lien No Yes 120
16981432 36 First Lien No Yes 120
17128565 0 First Lien No Yes 60
16981434 0 First Lien No Yes 120
17128567 0 First Lien No Yes 60
16980706 0 First Lien No Yes 120
16980707 0 First Lien No No 0
16981436 0 First Lien No Yes 60
16970584 12 First Lien No No 0
16775295 36 First Lien No Yes 60
16963298 0 First Lien No No 0
17066520 0 First Lien No Yes 60
17059232 0 First Lien No Yes 60
17066523 0 First Lien No Yes 60
17059234 0 First Lien No No 0
17128570 0 First Lien No Yes 60
17059235 0 First Lien No No 0
17059236 0 First Lien No No 0
17128572 0 First Lien No Yes 60
17128573 0 First Lien No Yes 60
17059239 0 First Lien No Yes 60
16838722 0 First Lien No Yes 60
17128576 0 First Lien No Yes 120
16970590 12 First Lien No Yes 120
17128579 0 First Lien No No 0
16981449 6 First Lien No Yes 60
17001926 0 First Lien No Yes 120
17059240 0 First Lien No Yes 60
17059245 0 First Lien No No 0
16857601 0 First Lien No Yes 120
17059247 0 First Lien No Yes 60
16985017 12 First Lien No Yes 60
16981453 0 First Lien No Yes 120
17128588 0 First Lien No No 0
16981456 0 First Lien No No 0
16974169 0 First Lien No Yes 120
16847488 6 First Lien No Yes 120
17013511 0 First Lien No Yes 60
17066546 0 First Lien No Yes 120
16980732 0 First Lien No Yes 120
16980733 36 First Lien No No 0
16784715 0 First Lien No Yes 120
16985028 0 First Lien No Yes 60
16980736 0 First Lien No Yes 60
16980737 0 First Lien No Yes 60
16974176 0 First Lien No Yes 120
16974179 0 First Lien No Yes 120
17057802 3 First Lien No Yes 120
16801761 12 First Lien No Yes 120
17066550 0 First Lien No Yes 120
16713555 0 First Lien No Yes 120
16713557 0 First Lien No Yes 120
16981474 36 First Lien No Yes 120
16838753 0 First Lien No Yes 120
17013534 0 First Lien No No 0
16814082 12 First Lien No No 0
16814085 6 First Lien No No 0
17059276 36 First Lien No Yes 60
16857631 0 First Lien No Yes 120
17078149 0 First Lien No Yes 120
16965442 12 First Lien Yes No 0
16980751 0 First Lien No Yes 120
17059278 0 First Lien No Yes 60
16974198 0 First Lien No Yes 120
17052010 0 First Lien No Yes 60
17013568 0 First Lien No Yes 120
16968300 12 First Lien No Yes 120
16968303 0 First Lien No Yes 120
17078176 0 First Lien No Yes 120
16985071 0 First Lien No Yes 120
16991638 0 First Lien No Yes 60
16857668 0 First Lien No No 0
16965479 0 First Lien No Yes 120
17044020 0 First Lien No Yes 120
17089003 0 First Lien No No 0
16851106 36 First Lien No Yes 120
16838770 0 First Lien No No 0
17059289 3 First Lien No Yes 60
16838773 0 First Lien No No 0
17013550 0 First Lien No Yes 120
17012823 0 First Lien No Yes 120
16824221 0 First Lien No Yes 60
16851114 0 First Lien No Yes 120
17089013 0 First Lien No No 0
17001978 0 First Lien No Yes 60
16801796 0 First Lien No Yes 120
16685699 0 First Lien No No 0
17044017 12 First Lien No Yes 120
17012832 12 First Lien No Yes 120
16847451 12 First Lien No Yes 60
16974137 0 First Lien No Yes 60
16974139 6 First Lien No No 0
17011381 12 First Lien No Yes 120
16722260 0 First Lien No No 0
16970545 0 First Lien No No 0
16809685 0 First Lien No Yes 120
17022203 8 First Lien No Yes 120
16648583 0 First Lien No No 0
16970558 12 First Lien No No 0
17022218 0 First Lien No No 0
16853293 0 First Lien No Yes 60
16968273 0 First Lien No Yes 60
16798417 0 First Lien No Yes 120
16995168 0 First Lien No Yes 60
17034512 0 First Lien No Yes 120
17014914 0 First Lien No Yes 120
16982860 0 First Lien No Yes 60
16979134 0 First Lien No Yes 120
16979140 12 First Lien No Yes 120
17078808 0 First Lien No Yes 60
17053403 0 First Lien No Yes 120
17042557 0 First Lien No Yes 120
17014936 0 First Lien No Yes 84
16819046 0 First Lien No No 0
16714965 36 First Lien No No 0
16982882 0 First Lien No Yes 60
16982889 0 First Lien No Yes 120
17034542 0 First Lien No Yes 120
17014949 0 First Lien No Yes 60
16979163 3 First Lien No Yes 120
16979165 6 First Lien No Yes 120
17042574 0 First Lien No Yes 120
17014953 0 First Lien No No 0
17014955 0 First Lien No Yes 120
16819065 0 First Lien No Yes 120
17000404 0 First Lien No No 0
16798468 0 First Lien No Yes 120
17042584 6 First Lien No No 0
16765043 0 First Lien No Yes 120
16781081 0 First Lien No Yes 120
16781085 36 First Lien No Yes 60
16844509 0 First Lien No Yes 60
17014969 0 First Lien No No 0
16979188 3 First Lien No Yes 120
17057682 0 First Lien No Yes 120
16995033 0 First Lien No Yes 120
17057685 6 First Lien No Yes 120
16995038 0 First Lien No Yes 120
16995039 0 First Lien No Yes 120
16979001 0 First Lien No Yes 120
16824085 6 First Lien No Yes 60
16824086 0 First Lien No Yes 120
17075838 0 First Lien No Yes 84
16991488 6 First Lien No Yes 120
17042412 0 First Lien No Yes 120
17042416 0 First Lien No Yes 120
17012693 36 First Lien No Yes 120
17004675 12 First Lien No Yes 120
17016259 0 First Lien No Yes 120
16979013 0 First Lien No No 0
16859622 36 First Lien No Yes 120
16995054 0 First Lien No Yes 120
17075848 0 First Lien No Yes 60
17016267 0 First Lien No Yes 120
17016269 0 First Lien No Yes 120
16995064 0 First Lien No Yes 60
16798317 0 First Lien No Yes 60
17042430 0 First Lien No Yes 120
17042432 0 First Lien No Yes 120
17055593 0 First Lien No Yes 120
17055595 0 First Lien No Yes 120
16981363 12 First Lien No Yes 120
16980636 0 First Lien No Yes 60
16981367 6 First Lien No No 0
17022175 0 First Lien No Yes 120
16980640 0 First Lien No Yes 120
16684830 0 First Lien No Yes 84
16981372 36 First Lien No Yes 120
16981373 6 First Lien No Yes 120
16981376 0 First Lien No Yes 120
16819787 0 First Lien No Yes 60
17012706 0 First Lien No Yes 120
17057713 36 First Lien No No 0
16968236 0 First Lien No Yes 120
16856862 12 First Lien No Yes 120
16857592 12 First Lien No Yes 120
16991567 0 First Lien No Yes 120
16856864 0 First Lien No Yes 120
17009041 0 First Lien No Yes 60
17009042 0 First Lien No Yes 60
16824171 0 First Lien No Yes 120
17012775 0 First Lien No Yes 120
17009049 0 First Lien No Yes 120
16824174 0 First Lien No Yes 120
16803844 6 First Lien No Yes 120
16968243 0 First Lien No Yes 60
17009055 0 First Lien No Yes 60
17004763 0 First Lien No Yes 120
16968251 0 First Lien No Yes 60
17057794 0 First Lien No Yes 120
16982836 12 First Lien No Yes 120
17009063 0 First Lien No Yes 120
17009067 0 First Lien No Yes 60
16673205 12 First Lien No Yes 60
16838660 0 First Lien No Yes 120
16981384 0 First Lien No Yes 120
16974096 6 First Lien No Yes 120
16981387 6 First Lien No Yes 60
17013444 6 First Lien No No 0
16980660 0 First Lien No Yes 120
16980665 0 First Lien No Yes 120
16965359 0 First Lien No Yes 120
16838678 0 First Lien No Yes 120
17057730 6 First Lien No Yes 120
17066481 0 First Lien No Yes 60
16991524 12 First Lien No Yes 120
17004713 0 First Lien No Yes 120
17012735 0 First Lien No Yes 120
17013468 0 First Lien No Yes 120
17066496 6 First Lien No Yes 120
16856833 5 First Lien No Yes 120
17066498 0 First Lien No Yes 120
17066499 0 First Lien No Yes 60
16965378 12 First Lien No Yes 120
16784668 0 First Lien No No 0
17016302 0 First Lien No Yes 120
17009013 0 First Lien No Yes 60
17004720 0 First Lien No Yes 120
17009015 0 First Lien No Yes 120
17009019 0 First Lien No Yes 120
17012746 6 First Lien No Yes 60
17012748 0 First Lien No Yes 120
16968212 6 First Lien No Yes 120
16968218 0 First Lien No Yes 120
16849553 36 First Lien No No 0
16980693 0 First Lien No No 0
16965388 0 First Lien No Yes 120
16980697 0 First Lien No Yes 120
16980699 0 First Lien No Yes 60
17016313 36 First Lien No Yes 120
17009024 36 First Lien No Yes 120
17009028 0 First Lien No Yes 60
17012756 0 First Lien No Yes 120
17057766 0 First Lien No No 0
16982806 0 First Lien No Yes 120
16856853 0 First Lien No Yes 60
16965398 6 First Lien No Yes 120
17009030 0 First Lien No Yes 60
17009032 0 First Lien No Yes 60
17009036 36 First Lien No No 0
17009038 0 First Lien No Yes 60
17012769 36 First Lien No Yes 60
16968233 0 First Lien No Yes 60
16824197 0 First Lien No Yes 60
16979116 36 First Lien No Yes 120
17016368 0 First Lien No Yes 120
16798412 6 First Lien No Yes 120
16963003 0 First Lien No Yes 60
17060564 0 First Lien No Yes 60
16852361 0 First Lien No Yes 120
17088802 0 First Lien No No 0
16852364 0 First Lien No Yes 120
16809437 0 First Lien No Yes 120
16968816 0 First Lien No Yes 120
17011105 0 First Lien No Yes 120
16984859 0 First Lien No No 0
17051821 0 First Lien No Yes 60
17051822 0 First Lien No No 0
17043803 0 First Lien No Yes 60
17051824 0 First Lien No Yes 60
17051825 0 First Lien No Yes 60
17051826 0 First Lien No Yes 120
17051827 0 First Lien No Yes 60
17051828 0 First Lien No Yes 60
17051829 0 First Lien No Yes 60
17033689 0 First Lien No Yes 120
16832775 0 First Lien No Yes 60
17088817 0 First Lien No Yes 120
17048328 0 First Lien No No 0
16844582 12 First Lien No Yes 60
16851877 0 First Lien No No 0
16809678 0 First Lien Yes No 0
17055580 0 First Lien No Yes 120
16419084 0 First Lien No Yes 60
17066436 0 First Lien No Yes 120
17066437 0 First Lien No Yes 120
16857503 36 First Lien No No 0
17027963 12 First Lien No Yes 120
16981352 36 First Lien No Yes 120
16974062 0 First Lien No Yes 60
17055588 0 First Lien No Yes 120
16974069 6 First Lien No Yes 120
16672731 0 First Lien No Yes 60
16857008 12 First Lien No Yes 60
16718744 0 First Lien No Yes 120
17002063 0 First Lien No Yes 120
16857018 0 First Lien No Yes 120
16979383 0 First Lien No Yes 84
17002071 0 First Lien No Yes 120
17065222 0 First Lien No Yes 120
17065227 0 First Lien No Yes 120
17034773 0 First Lien No Yes 60
16979396 36 First Lien No Yes 120
17002083 0 First Lien No Yes 120
17002092 0 First Lien No Yes 120
16852755 0 First Lien No No 0
16846198 0 First Lien No Yes 120
16852763 0 First Lien No No 0
16849039 0 First Lien No Yes 120
16978693 0 First Lien No Yes 120
16852780 0 First Lien No Yes 120
16852781 0 First Lien No No 0
17003506 36 First Lien No No 0
16970720 6 First Lien No Yes 120
16990326 0 First Lien No Yes 120
16849065 5 First Lien No Yes 120
16771873 0 First Lien No Yes 120
17003515 36 First Lien No Yes 60
17015103 0 First Lien No Yes 120
16804074 0 First Lien No Yes 120
16804075 0 First Lien No Yes 120
16970740 0 First Lien No Yes 60
16974306 0 First Lien No Yes 60
16768163 6 First Lien No Yes 120
16970746 0 First Lien No Yes 120
16983059 0 First Lien No Yes 120
16844792 6 First Lien No Yes 120
16847637 0 First Lien No Yes 120
16859224 0 First Lien No Yes 60
16983074 0 First Lien No Yes 120
16859227 0 First Lien No Yes 60
16790783 6 First Lien No No 0
17003551 12 First Lien No Yes 120
17015137 12 First Lien No Yes 60
17075452 0 First Lien No Yes 120
17055856 0 First Lien No Yes 120
16974336 36 First Lien No Yes 60
16981628 0 First Lien No Yes 120
16768197 0 First Lien No Yes 120
17015148 12 First Lien No No 0
17075464 0 First Lien No Yes 60
16981632 0 First Lien No No 0
16983091 0 First Lien No Yes 120
16980905 0 First Lien No Yes 120
16981634 0 First Lien No Yes 120
16847660 0 First Lien No Yes 120
16980907 0 First Lien No No 0
16983097 0 First Lien No Yes 120
17015151 0 First Lien No Yes 120
17033298 0 First Lien No Yes 120
17033299 0 First Lien No Yes 120
16823637 12 First Lien No Yes 120
16851259 0 First Lien No No 0
16851262 12 First Lien No Yes 120
16851265 6 First Lien No Yes 120
16995332 0 First Lien No No 0
16968440 0 First Lien No Yes 120
16985203 36 First Lien No Yes 120
16980911 0 First Lien No Yes 120
16801938 36 First Lien No Yes 60
16965606 0 First Lien No Yes 120
16974355 24 First Lien No Yes 60
16970791 0 First Lien No Yes 120
17055879 0 First Lien No Yes 120
16981649 0 First Lien No Yes 120
17033300 0 First Lien No Yes 120
17033301 0 First Lien No Yes 120
16824379 0 First Lien No Yes 120
16851275 36 First Lien No Yes 120
16995345 0 First Lien No Yes 120
16979308 0 First Lien No Yes 120
16995347 0 First Lien No Yes 120
16707832 0 First Lien No No 0
16979312 0 First Lien No Yes 120
17002006 0 First Lien No Yes 120
16991799 0 First Lien No Yes 60
17042722 36 First Lien No Yes 120
16835253 0 First Lien No No 0
16979325 0 First Lien No Yes 120
16798614 0 First Lien No Yes 120
16968472 0 First Lien No Yes 120
16968474 0 First Lien No Yes 120
17002012 0 First Lien No Yes 120
16981841 0 First Lien No No 0
16962971 36 First Lien No Yes 120
16809400 0 First Lien No No 0
16809402 0 First Lien No Yes 60
17060539 0 First Lien No Yes 120
16853064 0 First Lien No Yes 120
16813862 0 First Lien No Yes 120
16798287 0 First Lien No No 0
17060540 0 First Lien No No 0
16303922 0 First Lien No Yes 120
17060545 36 First Lien No Yes 120
17014785 0 First Lien No Yes 60
16984833 0 First Lien No Yes 120
16813879 0 First Lien No Yes 120
17000239 0 First Lien No Yes 120
17053260 12 First Lien No Yes 60
17053262 36 First Lien No Yes 60
16728500 6 First Lien No Yes 120
17014792 0 First Lien Yes No 0
16809423 36 First Lien No Yes 120
17053269 12 First Lien No Yes 120
16728508 6 First Lien No Yes 120
16984848 0 First Lien No Yes 120
17000245 0 First Lien No Yes 120
17004999 0 First Lien No Yes 120
16979334 36 First Lien No No 0
16979336 0 First Lien No Yes 120
17016580 0 First Lien No Yes 120
16846124 0 First Lien No Yes 120
16846128 0 First Lien No No 0
16806926 0 First Lien No Yes 120
16979340 0 First Lien No Yes 120
16968496 0 First Lien No Yes 60
17002038 12 First Lien No Yes 120
16710088 6 First Lien No No 0
17034738 36 First Lien No Yes 60
17002040 0 First Lien No Yes 120
17002043 0 First Lien No Yes 120
17002047 0 First Lien No Yes 120
17002048 0 First Lien No Yes 120
16826540 36 First Lien No No 0
17015052 0 First Lien No Yes 120
16833010 0 First Lien No Yes 120
17078200 0 First Lien No Yes 120
17015056 0 First Lien No Yes 120
17003477 12 First Lien No Yes 120
16980810 0 First Lien No Yes 84
16859153 6 First Lien No Yes 60
16859157 0 First Lien No No 0
17013600 0 First Lien No Yes 120
17055609 0 First Lien No Yes 120
16963235 0 First Lien No Yes 120
16851861 12 First Lien No No 0
16990129 6 First Lien No Yes 120
16844576 0 First Lien No Yes 120
17003312 36 First Lien No Yes 120
17055612 0 First Lien No No 0
16990130 0 First Lien No Yes 60
16824362 0 First Lien No Yes 120
17033297 0 First Lien No No 0
17075608 0 First Lien No Yes 120
16803529 0 First Lien No Yes 120
17075609 0 First Lien No Yes 60
17075611 0 First Lien No No 0
16803533 0 First Lien No No 0
16803534 12 First Lien No No 0
16847811 0 First Lien No Yes 120
16849278 0 First Lien No No 0
16807108 0 First Lien No Yes 120
17077082 0 First Lien No Yes 120
16970942 0 First Lien No Yes 120
17077095 0 First Lien No Yes 120
16981807 0 First Lien No Yes 60
16962937 36 First Lien No No 0
16856597 0 First Lien No Yes 120
16973800 0 First Lien No Yes 120
16973802 0 First Lien No Yes 120
16970509 12 First Lien No Yes 120
16963225 36 First Lien No Yes 120
16990118 0 First Lien No No 0
17003253 0 First Lien No No 0
16801613 24 First Lien No Yes 120
17011278 0 First Lien No Yes 120
16839330 6 First Lien No Yes 120
16839332 6 First Lien No Yes 120
16963182 6 First Lien No Yes 120
16970474 0 First Lien No No 0
16970476 12 First Lien No Yes 120
17066412 0 First Lien No Yes 120
17027940 36 First Lien No Yes 120
16980601 0 First Lien No Yes 120
17043981 0 First Lien No Yes 36
16970482 0 First Lien No Yes 120
17027947 12 First Lien No Yes 120
17055569 3 First Lien No Yes 120
16970483 36 First Lien No Yes 120
16819744 0 First Lien No Yes 120
17088991 0 First Lien No Yes 120
17088993 0 First Lien No No 0
17003278 0 First Lien No Yes 120
17055573 0 First Lien No Yes 120
17055574 0 First Lien No Yes 120
16970666 0 First Lien No Yes 120
17015031 0 First Lien No Yes 120
17066601 36 First Lien No No 0
17059312 0 First Lien No Yes 120
16801813 6 First Lien No Yes 120
16859133 0 First Lien No Yes 60
16963380 0 First Lien No Yes 120
17055756 6 First Lien No Yes 120
16835973 0 First Lien No Yes 120
16963387 0 First Lien No Yes 120
16970679 0 First Lien No Yes 120
16835979 0 First Lien No Yes 120
17055761 0 First Lien No Yes 120
16980617 0 First Lien No Yes 60
17055578 0 First Lien No Yes 120
16974057 0 First Lien No Yes 60
16970495 0 First Lien No Yes 120
16990098 6 First Lien No Yes 60
17003445 0 First Lien No Yes 120
17128642 0 First Lien No Yes 120
16974221 0 First Lien No Yes 120
16859124 0 First Lien No Yes 60
16963371 0 First Lien No Yes 60
16970661 0 First Lien No Yes 120
17048247 6 First Lien No Yes 60
16819711 0 First Lien No Yes 120
16970452 0 First Lien No Yes 120
16970459 0 First Lien No No 0
17088968 0 First Lien No Yes 120
17003245 0 First Lien No Yes 120
17051984 0 First Lien No Yes 60
17027927 0 First Lien No Yes 120
16970463 12 First Lien No No 0
16714117 36 First Lien No No 0
16990051 0 First Lien No Yes 120
16984993 0 First Lien No Yes 120
17000396 0 First Lien No Yes 120
17051952 0 First Lien No No 0
16963141 0 First Lien No Yes 120
17051958 6 First Lien No Yes 120
16970437 0 First Lien No Yes 120
17011238 0 First Lien No Yes 120
17055510 0 First Lien No Yes 60
17055513 0 First Lien No Yes 60
17055515 0 First Lien No Yes 60
16845840 0 First Lien No No 0
16980549 0 First Lien No Yes 120
16840048 0 First Lien No Yes 120
16965244 36 First Lien No Yes 120
17066369 6 First Lien No Yes 120
16840051 0 First Lien No Yes 120
17057623 0 First Lien No Yes 120
16991411 0 First Lien No Yes 120
16991414 12 First Lien No Yes 120
16980566 0 First Lien No Yes 120
16981298 0 First Lien No Yes 120
16731524 0 First Lien No Yes 120
17057630 0 First Lien No Yes 120
16857453 0 First Lien No Yes 120
17012639 0 First Lien No Yes 120
16991430 0 First Lien No No 0
16838598 36 First Lien No Yes 60
17077251 0 First Lien No No 0
16995002 0 First Lien No Yes 120
17077259 0 First Lien No Yes 120
16857478 0 First Lien No No 0
17075803 0 First Lien No Yes 60
17075805 0 First Lien No Yes 120
16995014 0 First Lien No Yes 120
16991454 0 First Lien No Yes 120
16991455 0 First Lien No Yes 120
16991456 0 First Lien No Yes 120
17004654 12 First Lien No Yes 60
17012675 6 First Lien No Yes 120
16708244 6 First Lien No Yes 60
16803744 0 First Lien No Yes 120
17027575 0 First Lien No Yes 120
16852823 0 First Lien No Yes 120
16819371 0 First Lien No Yes 60
16852827 0 First Lien No Yes 120
16844808 0 First Lien No Yes 120
16672847 0 First Lien No Yes 120
16819377 0 First Lien No No 0
16979480 36 First Lien No No 0
17005000 0 First Lien No Yes 120
17005002 0 First Lien No Yes 120
17027580 0 First Lien No Yes 120
16844812 0 First Lien No Yes 120
16846271 0 First Lien No Yes 120
17034876 36 First Lien No Yes 120
16846274 0 First Lien No Yes 120
16819384 0 First Lien No Yes 60
16819386 0 First Lien No Yes 60
16819387 0 First Lien No Yes 60
16798786 0 First Lien No No 0
17005017 6 First Lien No Yes 120
17077047 0 First Lien No Yes 60
16790921 0 First Lien No Yes 120
16798237 6 First Lien No Yes 60
17014731 36 First Lien No Yes 120
16973931 36 First Lien No Yes 120
16778645 0 First Lien No Yes 120
16847987 0 First Lien No Yes 120
16847988 0 First Lien No Yes 120
17014741 0 First Lien No Yes 120
17014749 0 First Lien No No 0
16807276 6 First Lien No No 0
17075794 0 First Lien No Yes 120
16973943 6 First Lien No Yes 120
16973944 0 First Lien No Yes 60
16847990 0 First Lien No No 0
16798257 36 First Lien No Yes 60
17014750 0 First Lien No Yes 60
17014752 0 First Lien No Yes 60
17078636 6 First Lien No Yes 120
16973954 0 First Lien No Yes 120
16839985 12 First Lien No No 0
16859589 0 First Lien No Yes 60
17060524 0 First Lien No Yes 120
17060527 36 First Lien No Yes 120
16852325 0 First Lien No Yes 120
17014767 0 First Lien No Yes 60
16798270 0 First Lien No No 0
16813859 0 First Lien No Yes 120
16719089 0 First Lien No Yes 120
16973964 0 First Lien No Yes 36
16839991 0 First Lien No No 0
17000219 0 First Lien No Yes 60
17060530 36 First Lien No Yes 120
17060531 0 First Lien No Yes 120
16852970 0 First Lien No Yes 120
16852971 0 First Lien No No 0
16849248 5 First Lien No Yes 120
16970910 0 First Lien No Yes 120
16970913 36 First Lien No Yes 120
17060533 0 First Lien No Yes 120
17066322 0 First Lien No Yes 120
17055470 0 First Lien No Yes 60
17055471 0 First Lien No Yes 60
17055472 0 First Lien No Yes 60
16980512 36 First Lien No Yes 120
17055475 0 First Lien No Yes 60
16839250 0 First Lien No No 0
17055478 0 First Lien No Yes 60
17043895 0 First Lien No Yes 120
16839257 0 First Lien No Yes 120
17008989 0 First Lien No Yes 60
16835695 36 First Lien No Yes 120
17022052 0 First Lien No Yes 120
17022059 36 First Lien No Yes 120
17055481 12 First Lien No Yes 60
16965214 0 First Lien Yes No 0
16839260 0 First Lien No Yes 120
17066339 0 First Lien No Yes 120
17027865 6 First Lien No Yes 120
16970658 0 First Lien No Yes 120
17055489 0 First Lien No Yes 120
17027868 0 First Lien No Yes 120
16839266 0 First Lien No Yes 120
16674597 0 First Lien No Yes 120
17066344 0 First Lien No Yes 60
17027870 36 First Lien No Yes 120
17066346 0 First Lien No No 0
16857412 6 First Lien No Yes 60
17066348 0 First Lien No No 0
17066349 0 First Lien No Yes 60
17027875 0 First Lien No Yes 120
16826966 36 First Lien No Yes 120
16978731 0 First Lien No Yes 120
16835398 12 First Lien No Yes 120
16978736 0 First Lien No Yes 120
16844471 0 First Lien No Yes 60
16835723 36 First Lien No No 0
16729372 0 First Lien No Yes 120
17088933 0 First Lien No Yes 120
16729377 0 First Lien No Yes 120
17066351 0 First Lien No Yes 60
17066352 0 First Lien No Yes 60
17066353 0 First Lien No Yes 60
16852816 36 First Lien No Yes 120
16819364 0 First Lien No No 0
17013019 0 First Lien No Yes 120
16973920 0 First Lien No Yes 60
17075773 12 First Lien No Yes 120
17066316 0 First Lien No No 0
17066317 0 First Lien No No 0
16845802 0 First Lien No Yes 120
17048177 36 First Lien No Yes 120
16981235 0 First Lien No Yes 120
17043885 0 First Lien No Yes 120
17027847 0 First Lien No Yes 120
16970384 0 First Lien No Yes 120
17022044 0 First Lien No Yes 120
17011194 0 First Lien No No 0
16813805 36 First Lien No Yes 120
16973915 0 First Lien No Yes 60
16798227 6 First Lien No Yes 60
16798228 0 First Lien No No 0
17014720 12 First Lien No Yes 120
17014728 0 First Lien No Yes 120
17014729 0 First Lien No Yes 120
17043851 0 First Lien No Yes 120
17043852 0 First Lien No Yes 120
16981205 6 First Lien No Yes 120
16839219 0 First Lien No Yes 120
16809499 0 First Lien No Yes 120
17022012 0 First Lien No Yes 120
17022018 6 First Lien No Yes 120
17011169 0 First Lien No Yes 120
16963072 0 First Lien No Yes 120
16826913 0 First Lien No Yes 120
16770788 6 First Lien No No 0
16968880 36 First Lien No Yes 120
17002422 0 First Lien No Yes 120
17011172 0 First Lien No No 0
17022028 0 First Lien No No 0
16826924 6 First Lien No Yes 120
16780918 6 First Lien No Yes 120
16839193 0 First Lien No Yes 120
16693393 0 First Lien No No 0
16981187 0 First Lien No Yes 120
16839194 0 First Lien No Yes 120
17077123 0 First Lien No No 0
16857340 0 First Lien No Yes 120
16857343 0 First Lien No No 0
16980464 0 First Lien No Yes 120
16980465 0 First Lien No Yes 120
16980466 0 First Lien No Yes 120
16980467 0 First Lien No Yes 120
17043838 0 First Lien No Yes 120
17043839 0 First Lien No Yes 120
16835637 6 First Lien No Yes 120
16775049 0 First Lien No Yes 120
16968851 4 First Lien No Yes 120
17011147 0 First Lien No No 0
17000293 0 First Lien No Yes 120
17043840 0 First Lien No Yes 120
17043845 0 First Lien No Yes 120
17043848 0 First Lien No Yes 120
16963056 12 First Lien No Yes 120
17011152 0 First Lien No Yes 120
17011153 0 First Lien No Yes 120
17011154 0 First Lien No Yes 120
17048035 0 First Lien No Yes 120
16819503 6 First Lien No Yes 120
16844299 0 First Lien No No 0
16968763 0 First Lien No Yes 120
16968764 0 First Lien No Yes 120
17011057 0 First Lien No Yes 120
17056066 6 First Lien No Yes 60
16770670 0 First Lien No No 0
17027719 6 First Lien No Yes 60
16823976 6 First Lien No Yes 120
16809397 0 First Lien No Yes 60
16968777 0 First Lien No Yes 120
16801406 0 First Lien No Yes 120
17056076 0 First Lien No Yes 120
16978904 6 First Lien No Yes 120
16978905 6 First Lien No Yes 60
16994945 0 First Lien No Yes 120
17002323 0 First Lien No Yes 120
16981122 0 First Lien No Yes 120
17056083 0 First Lien No Yes 120
17048065 0 First Lien No Yes 120
16981127 0 First Lien No Yes 120
16823994 0 First Lien No Yes 120
16681758 0 First Lien No Yes 120
17088783 36 First Lien No Yes 120
16994950 0 First Lien No Yes 120
16994954 0 First Lien No Yes 120
16994956 0 First Lien No Yes 120
16968795 12 First Lien No Yes 120
16994959 0 First Lien No Yes 120
17011088 0 First Lien No Yes 120
16981130 0 First Lien No Yes 120
16405824 0 First Lien No Yes 120
16845704 0 First Lien No Yes 60
16681760 0 First Lien No Yes 120
16826835 0 First Lien No Yes 60
16686057 36 First Lien No Yes 120
17088791 0 First Lien No Yes 120
16994961 36 First Lien No Yes 120
16994965 36 First Lien No Yes 120
16798946 0 First Lien No Yes 120
16994969 36 First Lien No Yes 120
17021217 0 First Lien No Yes 60
17027755 0 First Lien No Yes 120
16981145 0 First Lien No Yes 120
17048087 0 First Lien No No 0
16835593 0 First Lien No Yes 60
16994973 0 First Lien No Yes 120
17002357 0 First Lien No No 0
16981150 0 First Lien No Yes 60
17027761 0 First Lien No No 0
16981151 0 First Lien No Yes 60
16980424 0 First Lien No Yes 120
16826857 6 First Lien No Yes 60
16978940 0 First Lien No Yes 60
16994981 0 First Lien No Yes 120
16994984 0 First Lien No Yes 120
16965122 36 First Lien No Yes 120
16980434 0 First Lien No Yes 120
16845732 0 First Lien No Yes 120
17027776 6 First Lien No Yes 60
16994993 0 First Lien No Yes 120
16978956 6 First Lien No Yes 60
16994996 0 First Lien No No 0
17077103 0 First Lien No No 0
17077108 0 First Lien No Yes 60
16980446 36 First Lien No Yes 60
16980449 0 First Lien No Yes 120
16981179 6 First Lien No Yes 60
17077114 0 First Lien No Yes 60
17077117 0 First Lien No No 0
16845750 0 First Lien No No 0
16965147 0 First Lien No Yes 120
16965148 12 First Lien No Yes 120
16809334 0 First Lien No Yes 60
17088703 0 First Lien No Yes 120
17088705 0 First Lien No Yes 120
16788731 0 First Lien No Yes 120
17078587 0 First Lien No Yes 120
17011007 0 First Lien No Yes 120
16835501 0 First Lien No Yes 60
16823920 0 First Lien No Yes 60
17088712 0 First Lien No Yes 120
17088714 0 First Lien No Yes 120
17088717 0 First Lien No Yes 120
16984761 12 First Lien No Yes 120
17048000 0 First Lien No No 0
17048001 0 First Lien No Yes 60
17048004 0 First Lien No No 0
17048007 0 First Lien No Yes 60
16770632 0 First Lien No Yes 120
17088720 0 First Lien No Yes 120
16823933 0 First Lien No Yes 60
16968731 0 First Lien No Yes 120
16835522 24 First Lien Yes No 0
16984780 0 First Lien No Yes 120
16968744 0 First Lien No Yes 120
16968745 0 First Lien No Yes 120
16788765 0 First Lien No Yes 60
16968748 0 First Lien No Yes 60
17000184 0 First Lien No Yes 120
16809379 0 First Lien No Yes 60
17000190 0 First Lien No Yes 60
16984798 0 First Lien No Yes 60
17048032 36 First Lien No Yes 60
17130514 0 First Lien No No 0
17130515 0 First Lien No Yes 36
17130517 0 First Lien No Yes 36
16803652 0 First Lien No Yes 36
17057594 0 First Lien No No 0
16856686 36 First Lien No Yes 120
17130522 0 First Lien No Yes 36
17130523 0 First Lien No Yes 36
17021109 0 First Lien No Yes 120
16968698 0 First Lien No Yes 120
16981032 0 First Lien No Yes 120
16978822 0 First Lien No Yes 60
17088698 0 First Lien No Yes 120
16979556 6 First Lien No Yes 120
16835499 0 First Lien No Yes 60
16978833 0 First Lien No Yes 84
16732004 0 First Lien No Yes 120
16732007 0 First Lien No Yes 120
16852911 0 First Lien No Yes 120
16785034 0 First Lien No Yes 120
16785035 6 First Lien No Yes 60
16785038 0 First Lien No Yes 120
16826755 0 First Lien No Yes 120
16819466 0 First Lien No No 0
17065411 0 First Lien No Yes 120
16839079 6 First Lien No Yes 120
16978852 0 First Lien No Yes 120
16979581 0 First Lien No Yes 120
17021141 0 First Lien No Yes 120
17002270 0 First Lien No Yes 60
17077009 0 First Lien No Yes 60
16849202 6 First Lien No Yes 120
16729813 0 First Lien No Yes 60
17027688 0 First Lien No Yes 120
16845646 0 First Lien No No 0
17077017 0 First Lien No Yes 60
16981081 0 First Lien No Yes 120
16981083 0 First Lien No Yes 60
16819499 0 First Lien No Yes 120
17021166 0 First Lien No Yes 120
16980360 3 First Lien No Yes 120
16978881 24 First Lien No Yes 120
17005130 0 First Lien No Yes 60
17021170 0 First Lien No Yes 120
17021173 12 First Lien No Yes 120
17021175 0 First Lien No Yes 120
17077034 0 First Lien No Yes 60
16980376 0 First Lien No No 0
16852967 0 First Lien No Yes 120
16845677 36 First Lien No Yes 120
17005144 12 First Lien No Yes 120
17077041 0 First Lien No Yes 60
17078561 0 First Lien No Yes 120
16813777 0 First Lien No No 0
16984736 0 First Lien No Yes 60
16973887 0 First Lien No Yes 60
17000137 12 First Lien No Yes 120
17014697 0 First Lien No Yes 120
17000141 0 First Lien No Yes 120
16973898 0 First Lien No Yes 120
17000148 0 First Lien No Yes 120
16991394 0 First Lien No Yes 120
16856694 36 First Lien No Yes 120
16856697 3 First Lien No No 0
17075755 0 First Lien No Yes 120
16859537 0 First Lien No No 0
16853005 12 First Lien No Yes 120
16714741 0 First Lien No No 0
17088700 0 First Lien No Yes 120
17057561 0 First Lien No Yes 120
16849364 0 First Lien No Yes 120
16847908 36 First Lien No Yes 60
16856656 0 First Lien No Yes 120
16856661 6 First Lien No Yes 60
16857392 0 First Lien No Yes 120
17057579 36 First Lien No Yes 120
16857396 0 First Lien No Yes 120
16856667 0 First Lien No Yes 120
16803648 0 First Lien No Yes 60
16859509 0 First Lien No No 0
16849387 0 First Lien No No 0
16798836 0 First Lien No No 0
16978813 6 First Lien No Yes 120
16771251 6 First Lien No Yes 60
16809248 0 First Lien No Yes 60
16852179 6 First Lien No No 0
16984662 0 First Lien No Yes 60
16809250 0 First Lien No Yes 60
16809254 0 First Lien No Yes 60
16823836 6 First Lien Yes Yes 60
16984672 36 First Lien No No 0
16852192 0 First Lien No Yes 60
16968646 0 First Lien No Yes 120
16835432 12 First Lien No Yes 60
16809277 6 First Lien No Yes 120
17027602 6 First Lien No No 0
16819400 0 First Lien No Yes 60
16819409 36 First Lien No Yes 120
16979514 0 First Lien No Yes 120
16968663 0 First Lien No Yes 120
16968669 0 First Lien No Yes 60
17027614 0 First Lien No Yes 60
16826700 0 First Lien No Yes 120
16981007 0 First Lien No Yes 120
16981009 0 First Lien No Yes 120
16770578 0 First Lien No Yes 60
16728385 0 First Lien No Yes 120
17002220 0 First Lien No Yes 120
17027639 0 First Lien No Yes 120
17055992 0 First Lien No Yes 120
17047978 36 First Lien No Yes 60
16851417 0 First Lien No No 0
16973783 0 First Lien No Yes 120
16973784 36 First Lien No No 0
16778496 0 First Lien No Yes 120
17033420 0 First Lien No Yes 60
17033428 0 First Lien No Yes 60
16680158 24 First Lien No Yes 120
16973755 0 First Lien No No 0
16981776 36 First Lien No No 0
16973759 0 First Lien No Yes 120
17033430 0 First Lien No Yes 60
16962980 0 First Lien No Yes 120
16839867 0 First Lien No Yes 120
17021939 0 First Lien No Yes 120
16839870 0 First Lien No Yes 120
16847891 6 First Lien No Yes 120
16859474 0 First Lien No Yes 120
17021940 0 First Lien No Yes 120
17021947 0 First Lien No Yes 60
16813745 0 First Lien No Yes 120
17059573 0 First Lien No Yes 120
16859390 36 First Lien No Yes 120
16981783 36 First Lien No Yes 120
17047998 0 First Lien No Yes 60
16852228 36 First Lien No Yes 120
17021959 0 First Lien No No 0
17078546 0 First Lien No Yes 120
16973860 0 First Lien No Yes 60
16859491 0 First Lien No Yes 120
16973868 0 First Lien No Yes 60
17000119 0 First Lien No Yes 120
17014676 0 First Lien No Yes 120
16984723 0 First Lien No Yes 60
17000129 0 First Lien No Yes 120
16851406 36 First Lien No Yes 120
16718162 0 First Lien No Yes 60
17013849 0 First Lien No Yes 120
17059581 6 First Lien No Yes 60
16973779 36 First Lien No Yes 120
16983122 0 First Lien No No 0
16983127 0 First Lien No Yes 60
17003601 0 First Lien No No 0
17003605 0 First Lien No Yes 120
17005064 0 First Lien No Yes 120
16803427 0 First Lien No Yes 60
16983131 0 First Lien No Yes 120
16983133 0 First Lien No Yes 60
16983138 0 First Lien No Yes 60
16970826 0 First Lien No Yes 120
16849166 12 First Lien No Yes 60
16704373 0 First Lien No Yes 120
16856461 0 First Lien No Yes 120
16849171 0 First Lien No No 0
16856463 0 First Lien No No 0
16790858 0 First Lien No Yes 120
16974407 36 First Lien No No 0
16983159 0 First Lien No No 0
16807012 36 First Lien No Yes 60
17055933 0 First Lien No Yes 120
16803457 0 First Lien No Yes 120
17047918 0 First Lien No Yes 120
16775561 6 First Lien No Yes 60
17047919 0 First Lien No No 0
16847734 0 First Lien No Yes 120
16856483 0 First Lien No Yes 120
16847738 0 First Lien No Yes 120
16970859 0 First Lien No Yes 120
16803463 0 First Lien No Yes 60
16974422 0 First Lien No Yes 120
17055944 0 First Lien No No 0
16983172 36 First Lien No No 0
16983173 0 First Lien No Yes 60
16790885 0 First Lien No Yes 120
16807037 6 First Lien No No 0
16803476 0 First Lien No Yes 120
16803477 0 First Lien No Yes 120
16774852 0 First Lien No Yes 120
17010952 0 First Lien No Yes 120
16813601 0 First Lien No Yes 120
16833203 0 First Lien No Yes 120
16803480 0 First Lien No Yes 120
17047941 0 First Lien No Yes 120
17055960 0 First Lien No Yes 120
16839743 0 First Lien No Yes 120
16833211 0 First Lien No Yes 120
16680127 0 First Lien No Yes 120
16803491 0 First Lien No Yes 120
17047952 3 First Lien No No 0
17075574 0 First Lien No Yes 120
17075578 0 First Lien No Yes 120
17033401 6 First Lien No Yes 60
17010975 0 First Lien No Yes 120
17010977 0 First Lien No Yes 120
17010978 0 First Lien No Yes 60
17010979 36 First Lien No No 0
16721855 0 First Lien No Yes 120
16973730 6 First Lien No Yes 120
17078419 0 First Lien No Yes 120
16974463 6 First Lien No Yes 120
16974467 0 First Lien No No 0
17010980 0 First Lien No Yes 120
16813635 0 First Lien No Yes 120
17078392 0 First Lien No Yes 120
16965691 0 First Lien No Yes 120
16851351 0 First Lien No Yes 120
17033394 0 First Lien No Yes 120
17052267 0 First Lien No Yes 120
16968530 6 First Lien No Yes 60
16835325 0 First Lien No No 0
16823744 0 First Lien No Yes 120
17042805 24 First Lien No Yes 120
16835335 0 First Lien No Yes 120
16835338 0 First Lien No Yes 120
16851382 12 First Lien No Yes 120
16823769 12 First Lien No Yes 120
16968562 0 First Lien No Yes 120
16846207 36 First Lien No Yes 60
17002111 0 First Lien No Yes 120
17034819 6 First Lien No Yes 120
16835366 0 First Lien No Yes 120
16978706 0 First Lien No Yes 120
17002125 0 First Lien No Yes 120
17002127 0 First Lien No Yes 120
16819334 0 First Lien No Yes 60
16846227 0 First Lien No Yes 120
17002130 0 First Lien No Yes 120
17002131 0 First Lien No Yes 120
17002133 0 First Lien No Yes 120
16968596 12 First Lien No No 0
16846235 0 First Lien No Yes 120
16661965 0 First Lien No Yes 120
16979450 6 First Lien No No 0
16978727 0 First Lien No Yes 120
16826640 0 First Lien No Yes 60
16729755 0 First Lien No Yes 120
17005054 6 First Lien No Yes 120
16844453 0 First Lien No No 0
16684076 0 First Lien No No 0
16692099 0 First Lien No Yes 120
17011210 12 First Lien No Yes 120
15999358 0 First Lien No Yes 120
17011215 12 First Lien No Yes 120
17000363 0 First Lien Yes No 0
17051931 0 First Lien No Yes 120
16835712 0 First Lien No Yes 60
16963125 0 First Lien No Yes 120
16970417 0 First Lien No Yes 60
17051831 0 First Lien No Yes 60
17051833 0 First Lien No No 0
17051835 0 First Lien No Yes 60
17060584 6 First Lien No No 0
17051839 0 First Lien No No 0
16852388 6 First Lien No No 0
16968833 0 First Lien No Yes 120
16968834 0 First Lien No Yes 60
16968835 0 First Lien No Yes 120
17011127 0 First Lien No Yes 120
16984974 0 First Lien No Yes 120
17003204 0 First Lien No Yes 120
17000370 0 First Lien No Yes 120
17003209 0 First Lien No No 0
17048210 0 First Lien No Yes 120
17055507 0 First Lien No Yes 60
17060691 0 First Lien No No 0
16835720 0 First Lien No Yes 120
16970423 0 First Lien No Yes 60
17021279 0 First Lien No Yes 120
16849330 12 First Lien No Yes 120
16965161 0 First Lien No Yes 120
16965162 12 First Lien No Yes 120
16980476 0 First Lien No Yes 120
16980478 0 First Lien No Yes 120
16965171 6 First Lien No Yes 120
16849356 36 First Lien No No 0
17011115 0 First Lien No Yes 60
17033468 12 First Lien No No 0
16968600 0 First Lien No Yes 120
16809229 6 First Lien No Yes 120
16984647 0 First Lien No Yes 120
17078486 0 First Lien No Yes 120
16984654 0 First Lien No Yes 60
16970655 12 First Lien No Yes 120
16990258 0 First Lien No Yes 120
16859110 0 First Lien No Yes 60
16991848 0 First Lien No Yes 120
16835304 0 First Lien No Yes 120
16731942 0 First Lien No Yes 120
16851337 6 First Lien No Yes 60
16731945 0 First Lien No Yes 120
17033376 0 First Lien No No 0
16974385 0 First Lien No Yes 120
16784927 0 First Lien No No 0
16974388 0 First Lien No Yes 60
17113525 0 First Lien No Yes 120
17013735 0 First Lien No Yes 120
16991806 0 First Lien No Yes 60
17013741 36 First Lien No Yes 120
17013746 0 First Lien No Yes 120
16991812 0 First Lien No Yes 60
16985253 0 First Lien No Yes 120
16991817 6 First Lien No Yes 60
17033358 0 First Lien No No 0
17078372 0 First Lien No No 0
16968502 0 First Lien No Yes 120
16985271 0 First Lien No Yes 120
16968506 0 First Lien No Yes 120
16776942 0 First Lien No Yes 120
16968508 0 First Lien No Yes 60
16838990 0 First Lien No Yes 120
16980984 0 First Lien No Yes 120
17009310 6 First Lien No No 0
17009314 6 First Lien No Yes 60
16859293 0 First Lien No Yes 120
17052212 0 First Lien Yes No 0
16983106 0 First Lien No Yes 60
16983107 0 First Lien No Yes 60
16856426 36 First Lien No Yes 60
16852868 0 First Lien No Yes 60
16978791 6 First Lien No Yes 120
17005040 0 First Lien No Yes 120
17005049 6 First Lien No Yes 120
16983115 0 First Lien No No 0
16970803 0 First Lien No Yes 120
16983117 36 First Lien No Yes 60
16844852 6 First Lien No No 0
17042477 0 First Lien No Yes 120
17042479 0 First Lien No Yes 120
16706864 12 First Lien No Yes 120
17053331 0 First Lien No Yes 120
17060621 0 First Lien No Yes 120
17053334 0 First Lien No Yes 120
17042480 0 First Lien No Yes 120
17060625 0 First Lien No Yes 120
17042481 12 First Lien No Yes 120
16965610 0 First Lien No Yes 120
16980921 0 First Lien No No 0
16985214 0 First Lien No Yes 120
16778341 0 First Lien No Yes 120
17060626 36 First Lien No Yes 120
16844406 0 First Lien No Yes 120
17042489 0 First Lien No Yes 120
17014868 0 First Lien No Yes 120
17078743 0 First Lien No Yes 120
16813959 0 First Lien No Yes 120
16979089 0 First Lien No Yes 120
17060633 0 First Lien No Yes 120
17060637 0 First Lien No Yes 120
17034474 0 First Lien No Yes 120
17014872 6 First Lien No No 0
17014873 0 First Lien No Yes 60
16788904 0 First Lien No Yes 120
16979098 36 First Lien No Yes 60
17014881 0 First Lien No Yes 120
16813975 0 First Lien No Yes 120
16813978 0 First Lien No Yes 120
17053361 0 First Lien No Yes 120
17051908 36 First Lien No Yes 120
17051909 0 First Lien No Yes 120
16791136 6 First Lien No Yes 60
16848004 0 First Lien No Yes 120
17053375 0 First Lien No Yes 120
16844442 0 First Lien No No 0
16963107 0 First Lien No Yes 120
16798789 6 First Lien No Yes 60
17055885 0 First Lien No Yes 120
16980925 12 First Lien No Yes 120
16965618 0 First Lien No No 0
16839664 0 First Lien No Yes 120
17013717 6 First Lien No Yes 120
16814269 0 First Lien No Yes 60
16985224 0 First Lien No Yes 120
16985226 0 First Lien No Yes 120
16846280 0 First Lien No Yes 120
17034887 0 First Lien No No 0
16849118 36 First Lien No No 0
17027599 6 First Lien No No 0
16819394 0 First Lien No Yes 60
16849124 0 First Lien No Yes 120
16790805 0 First Lien No Yes 120
16844838 6 First Lien No Yes 60
16718886 6 First Lien No Yes 60
17021075 0 First Lien No Yes 120
17065354 0 First Lien No Yes 120
16847691 0 First Lien No Yes 120
16814271 0 First Lien No Yes 120
16838950 0 First Lien No Yes 60
17059469 0 First Lien No Yes 120
17042473 0 First Lien No Yes 120
17034455 0 First Lien No Yes 120
17034456 0 First Lien No Yes 120
17042476 0 First Lien No Yes 120
16798348 6 First Lien No Yes 120
16767893 0 First Lien No Yes 60
17053313 0 First Lien No Yes 120
17034441 0 First Lien No Yes 120
17042461 0 First Lien No Yes 120
17042462 0 First Lien No Yes 120
17042463 36 First Lien No Yes 120
17042465 0 First Lien No Yes 120
17042467 0 First Lien No Yes 120
17034449 36 First Lien No Yes 120
17042469 0 First Lien No Yes 120
16813936 0 First Lien No Yes 120
17042470 0 First Lien No Yes 120
17042471 0 First Lien No Yes 120
17042472 0 First Lien No Yes 120
17016298 0 First Lien No Yes 120
17016299 0 First Lien No Yes 120
16707010 0 First Lien No Yes 120
16650154 0 First Lien No Yes 120
16974204 0 First Lien No Yes 60
17016274 0 First Lien No Yes 120
17014819 0 First Lien No Yes 120
16853107 0 First Lien No Yes 120
17016278 0 First Lien No Yes 120
17016279 0 First Lien No Yes 120
16798321 0 First Lien No Yes 60
16778721 6 First Lien No Yes 60
16798328 0 First Lien No Yes 60
17016285 0 First Lien No Yes 120
17016286 12 First Lien No Yes 120
16859651 6 First Lien No No 0
17033703 0 First Lien No Yes 120
17033709 0 First Lien No Yes 120
17042458 0 First Lien No Yes 120
16680436 0 First Lien No Yes 120
16859105 0 First Lien No Yes 120
16990246 0 First Lien No Yes 120
16809762 12 First Lien No No 0
17003416 0 First Lien No Yes 120
17065195 0 First Lien No Yes 120
16990235 0 First Lien No Yes 60
16809770 6 First Lien No No 0
16835936 6 First Lien No Yes 120
16851976 0 First Lien No Yes 120
17065181 0 First Lien No Yes 60
17065156 0 First Lien No Yes 84
17065157 0 First Lien No Yes 84
16790614 0 First Lien No No 0
16775311 0 First Lien No Yes 120
17065169 36 First Lien No Yes 120
16963317 0 First Lien No Yes 120
16809742 6 First Lien No No 0
16611653 24 First Lien No Yes 24
17065155 0 First Lien No Yes 60
17065135 0 First Lien No Yes 60
17034680 0 First Lien No Yes 120
17065137 0 First Lien No Yes 60
17060850 12 First Lien No Yes 60
16853358 6 First Lien No Yes 120
17065120 0 First Lien No Yes 60
17042690 6 First Lien No Yes 120
17034672 12 First Lien No Yes 120
16844612 6 First Lien No Yes 60
17034676 12 First Lien No Yes 120
16672655 0 First Lien No Yes 120
16853366 0 First Lien No Yes 120
16979298 36 First Lien No Yes 120
17065132 0 First Lien No Yes 60
17016494 0 First Lien No Yes 120
16853324 0 First Lien No Yes 60
16684208 0 First Lien No Yes 60
16979263 6 First Lien No Yes 60
17060814 0 First Lien Yes No 0
17034651 0 First Lien No Yes 120
17034652 0 First Lien No Yes 60
16853342 0 First Lien No Yes 120
16781172 36 First Lien No Yes 60
17042679 36 First Lien No No 0
16781176 6 First Lien No No 0
16806859 0 First Lien No Yes 120
17065119 0 First Lien No Yes 60
17042682 36 First Lien No Yes 120
16767346 0 First Lien No Yes 120
16764908 12 First Lien No Yes 120
16772805 12 First Lien No No 0
16764992 0 First Lien No Yes 120
16765008 12 First Lien No No 0
16775731 0 First Lien No No 0
16767392 0 First Lien No Yes 120
16766938 12 First Lien No No 0
16775840 4 First Lien No Yes 120
16775846 4 First Lien No Yes 120
16776334 12 First Lien No Yes 120
16728116 12 First Lien No Yes 120
17155780 0 First Lien No No 0
17155790 0 First Lien No Yes 60
17155792 0 First Lien No Yes 60
17155789 0 First Lien No Yes 60
17148479 0 First Lien No Yes 60
17148505 0 First Lien No Yes 60
17148523 36 First Lien No Yes 60
16201165 0 First Lien No No 0
16662821 0 First Lien No Yes 120
16686335 36 First Lien No No 0
16728198 12 First Lien No Yes 120
16803158 0 First Lien Yes No 0
16805684 0 First Lien No Yes 120
16834874 12 First Lien No Yes 120
16834928 12 First Lien No Yes 120
16838545 12 First Lien No Yes 120
16843946 12 First Lien No No 0
16970301 12 First Lien No Yes 120
16970334 12 First Lien No Yes 120
16980281 12 First Lien No No 0
16989889 12 First Lien No Yes 120
16989986 4 First Lien No No 0
16990989 0 First Lien No Yes 120
16991073 0 First Lien No Yes 120
16991093 12 First Lien No Yes 120
16994581 12 First Lien No Yes 120
16994873 12 First Lien No Yes 120
17001451 12 First Lien No Yes 120
17001485 0 First Lien No Yes 120
17003057 12 First Lien No Yes 120
17012527 0 First Lien No Yes 120
17012540 12 First Lien Yes No 0
17013342 12 First Lien No Yes 120
17013379 12 First Lien No Yes 120
17013389 0 First Lien No Yes 120
17013396 12 First Lien No No 0
17020995 0 First Lien No Yes 120
17021862 12 First Lien No No 0
17056977 0 First Lien No Yes 120
17057197 12 First Lien No Yes 120
17058951 12 First Lien No Yes 120
17060401 12 First Lien No Yes 120
16711103 0 First Lien No Yes 120
16728589 0 First Lien No Yes 120
16723657 0 First Lien No Yes 120
16723823 0 First Lien No No 0
16728227 0 First Lien No Yes 120
16813644 0 First Lien No Yes 120
16813655 6 First Lien No Yes 60
16813744 0 First Lien No Yes 120
16813758 36 First Lien No No 0
16813872 0 First Lien No Yes 120
16859255 0 First Lien No Yes 120
16853032 0 First Lien No No 0
16853085 0 First Lien No Yes 120
16853132 0 First Lien No No 0
16853386 12 First Lien No Yes 120
16856679 6 First Lien No Yes 60
16856816 12 First Lien No No 0
16857003 36 First Lien No No 0
16857324 0 First Lien No Yes 120
16857347 36 First Lien No No 0
16849355 0 First Lien No Yes 120
16857420 0 First Lien No Yes 120
16857435 0 First Lien No Yes 120
16857494 6 First Lien No Yes 120
16857496 0 First Lien No Yes 120
16857573 0 First Lien No Yes 60
16857580 36 First Lien No Yes 60
16849577 36 First Lien No Yes 120
16851184 36 First Lien No Yes 60
16851270 0 First Lien No Yes 120
16851389 36 First Lien No No 0
16857676 0 First Lien No Yes 120
16859115 0 First Lien No Yes 60
16859237 12 First Lien No Yes 60
16859343 0 First Lien No Yes 120
16859472 6 First Lien No Yes 120
16859510 0 First Lien No Yes 120
16963095 0 First Lien No Yes 120
16963238 36 First Lien No Yes 120
16851421 12 First Lien No Yes 120
16851910 0 First Lien No Yes 120
16851917 0 First Lien No No 0
16852022 0 First Lien No No 0
16852105 0 First Lien No No 0
16852146 0 First Lien No Yes 120
16852218 0 First Lien No Yes 120
16852368 0 First Lien No Yes 120
16852729 0 First Lien No Yes 120
16852995 12 First Lien No Yes 120
16981788 36 First Lien No Yes 120
16984699 0 First Lien No Yes 60
16984728 0 First Lien No Yes 120
16984753 0 First Lien No Yes 60
16984799 36 First Lien No Yes 120
16984865 0 First Lien No No 0
16984874 0 First Lien No Yes 120
15655556 0 First Lien No No 0
16856495 0 First Lien No Yes 60
16856635 12 First Lien No Yes 120
16670123 0 First Lien No Yes 120
16574641 12 First Lien Yes No 0
16851198 12 First Lien No Yes 60
16846272 0 First Lien No Yes 120
16846305 4 First Lien No No 0
17033229 0 First Lien No Yes 120
16824070 0 First Lien No Yes 60
16801501 6 First Lien No Yes 120
16803465 0 First Lien No Yes 120
16789079 0 First Lien No Yes 120
16809409 0 First Lien No Yes 60
16778911 0 First Lien No No 0
16775175 0 First Lien No Yes 120
17016601 0 First Lien No Yes 120
16771216 6 First Lien No Yes 120
16718135 0 First Lien No Yes 60
16983181 0 First Lien No Yes 120
16974105 0 First Lien No Yes 120
16376240 0 First Lien No Yes 120
16692757 0 First Lien No No 0
16384090 0 First Lien No Yes 120
17171504 0 First Lien No Yes 60
17171507 0 First Lien No Yes 60
17171512 0 First Lien No Yes 60
17171514 0 First Lien No Yes 60
17141651 12 First Lien No No 0
17141814 12 First Lien No Yes 120
17150145 12 First Lien No Yes 120
17148207 0 First Lien No No 0
17154203 12 First Lien No Yes 120
17154243 12 First Lien No Yes 120
17155305 12 First Lien No Yes 120
17155264 4 First Lien No Yes 120
17148236 0 First Lien No Yes 120
17148137 12 First Lien No No 0
17148268 12 First Lien No Yes 120
17159851 12 First Lien No Yes 120
17159927 0 First Lien No Yes 120
17168635 0 First Lien No Yes 120
17170477 0 First Lien No No 0
17113048 12 First Lien No No 0
17127987 12 First Lien No No 0
17127804 12 First Lien No Yes 120
17128045 0 First Lien No No 0
17128141 12 First Lien No Yes 120
17128187 12 First Lien No Yes 120
17127864 12 First Lien No Yes 120
17128264 12 First Lien No Yes 120
17129887 0 First Lien No Yes 120
17129924 12 First Lien No Yes 120
17129955 12 First Lien No No 0
17129787 12 First Lien No No 0
17132459 4 First Lien No Yes 120
17132544 0 First Lien Yes No 0
17132570 12 First Lien No No 0
17132571 0 First Lien No Yes 120
17132580 4 First Lien No No 0
17132635 12 First Lien No Yes 120
17141722 12 First Lien No No 0
17075185 4 First Lien No Yes 120
17074960 12 First Lien No Yes 120
17076352 12 First Lien No Yes 120
17076452 12 First Lien No Yes 120
17076459 12 First Lien No No 0
17076365 12 First Lien No Yes 120
17076509 12 First Lien No Yes 120
17076601 12 First Lien Yes No 0
17077698 0 First Lien No Yes 120
17077702 12 First Lien No No 0
17077723 4 First Lien No Yes 120
17077775 0 First Lien No Yes 120
17077817 4 First Lien No Yes 120
17088291 12 First Lien No Yes 120
17088354 12 First Lien No Yes 120
17088249 12 First Lien No No 0
17064711 12 First Lien No No 0
17064717 12 First Lien No Yes 120
17064722 0 First Lien No Yes 120
17064702 12 First Lien No Yes 120
17064930 0 First Lien No No 0
17066030 12 First Lien No Yes 120
17112899 12 First Lien No Yes 120
17104587 12 First Lien No Yes 120
17066050 0 First Lien No Yes 120
17065923 12 First Lien No Yes 120
17075018 0 First Lien No Yes 120
17075030 0 First Lien No Yes 120
17075043 12 First Lien No Yes 120
17075080 4 First Lien No Yes 120
17074933 4 First Lien No Yes 120
17074939 0 First Lien No Yes 120
17088701 0 First Lien No Yes 120
17088959 0 First Lien Yes No 0
17089048 0 First Lien No Yes 120
17113393 0 First Lien No Yes 120
17128613 12 First Lien No Yes 120
17075826 12 First Lien No Yes 120
17076899 36 First Lien No Yes 120
17078178 0 First Lien No Yes 120
17078201 0 First Lien No Yes 120
17078318 0 First Lien No Yes 120
17078579 0 First Lien No Yes 120
17078632 36 First Lien No Yes 120
16718064 4 First Lien No Yes 120
16695692 0 First Lien No Yes 120
16697311 12 First Lien No No 0
16681126 0 First Lien No No 0
16681171 12 First Lien No No 0
15892542 12 First Lien No Yes 60
16684027 0 First Lien No Yes 120
16665531 0 First Lien No Yes 120
16665923 0 First Lien No No 0
16672909 0 First Lien No Yes 120
16641299 0 First Lien No Yes 120
16648707 0 First Lien No No 0
16628995 0 First Lien No Yes 120
17048086 0 First Lien No Yes 120
17051888 0 First Lien No Yes 120
17051899 0 First Lien No Yes 120
17051936 0 First Lien No No 0
17052148 0 First Lien No No 0
17052161 0 First Lien No No 0
17053276 24 First Lien No Yes 120
17053290 0 First Lien No Yes 120
17055951 36 First Lien No No 0
17057756 0 First Lien No Yes 120
17057861 0 First Lien No Yes 120
17059294 0 First Lien No Yes 60
17059410 0 First Lien No Yes 120
17059476 12 First Lien No Yes 60
17060783 6 First Lien No Yes 120
17065264 0 First Lien No No 0
17066389 0 First Lien No Yes 120
17066513 0 First Lien No Yes 60
16985207 0 First Lien No Yes 120
16985230 0 First Lien No Yes 120
16990161 0 First Lien No Yes 120
16990290 0 First Lien No Yes 120
16991451 0 First Lien No Yes 60
16991471 0 First Lien No Yes 120
16991620 0 First Lien No Yes 120
16991624 0 First Lien No Yes 60
16991630 0 First Lien No No 0
16994939 6 First Lien No Yes 120
16994953 0 First Lien No Yes 120
16995112 0 First Lien No Yes 120
16995217 0 First Lien No No 0
16995366 36 First Lien No Yes 120
17000210 0 First Lien No Yes 60
17000416 36 First Lien No Yes 120
17002334 0 First Lien No Yes 120
17003261 0 First Lien No Yes 120
17011196 0 First Lien No Yes 120
17011225 0 First Lien No Yes 120
17011286 0 First Lien No Yes 120
17012666 0 First Lien No No 0
17012860 0 First Lien No Yes 120
17012920 0 First Lien No No 0
17012983 6 First Lien No Yes 120
17013485 0 First Lien No Yes 120
17013489 0 First Lien No Yes 120
17013563 0 First Lien No Yes 60
17013594 0 First Lien No Yes 120
17013853 6 First Lien No No 0
17014963 6 First Lien No Yes 60
17014998 0 First Lien No Yes 84
17015159 12 First Lien No Yes 120
17016288 0 First Lien No Yes 120
17016527 0 First Lien No Yes 120
17021066 0 First Lien No Yes 60
17021139 0 First Lien No Yes 120
17021160 0 First Lien No Yes 120
17021294 0 First Lien No Yes 120
17021943 0 First Lien No Yes 120
17022181 0 First Lien No Yes 120
17022185 0 First Lien No Yes 120
17022264 6 First Lien No Yes 60
17027584 36 First Lien No Yes 60
17027708 0 First Lien No Yes 120
17033177 36 First Lien No Yes 60
17033250 12 First Lien No Yes 84
17033283 0 First Lien No Yes 120
17033364 0 First Lien No Yes 60
17034538 0 First Lien No No 0
17034659 0 First Lien No Yes 120
17034761 36 First Lien No Yes 120
17034793 0 First Lien No No 0
17042406 0 First Lien No Yes 120
17042414 0 First Lien No Yes 120
17042459 0 First Lien No Yes 120
17042563 0 First Lien No Yes 120
17042719 0 First Lien No Yes 120
17042815 0 First Lien No Yes 120
17043826 12 First Lien No Yes 120
17043837 0 First Lien No Yes 120
17043872 0 First Lien No Yes 120
17044015 0 First Lien No Yes 120
17044124 0 First Lien No Yes 120
16965132 36 First Lien No No 0
16965320 0 First Lien No Yes 120
16965330 0 First Lien No Yes 120
16965368 0 First Lien No Yes 120
16965438 36 First Lien No Yes 60
16965545 0 First Lien No Yes 60
16968357 0 First Lien No Yes 120
16968686 0 First Lien No Yes 120
16968696 0 First Lien No Yes 120
16970477 0 First Lien No Yes 60
16970485 12 First Lien No No 0
16970618 5 First Lien No Yes 120
16970847 6 First Lien No Yes 60
16970959 12 First Lien No No 0
16973767 0 First Lien No Yes 120
16973794 0 First Lien No Yes 120
16973806 0 First Lien No Yes 120
16973902 12 First Lien No Yes 120
16973956 0 First Lien No Yes 120
16974227 6 First Lien No Yes 120
16974340 4 First Lien No Yes 60
16974401 0 First Lien No No 0
16974465 0 First Lien No No 0
16974475 36 First Lien No No 0
16978685 12 First Lien No Yes 120
16978750 0 First Lien No No 0
16978908 36 First Lien No Yes 120
16979114 0 First Lien No Yes 120
16979176 0 First Lien No Yes 120
16979205 0 First Lien No Yes 120
16979227 6 First Lien No Yes 60
16979292 6 First Lien No Yes 120
16979306 0 First Lien No Yes 120
16980491 0 First Lien No Yes 120
16980687 0 First Lien No Yes 120
16980761 0 First Lien No Yes 120
16980789 0 First Lien No Yes 120
16981014 36 First Lien No Yes 120
16981029 0 First Lien No Yes 120
16981342 6 First Lien No Yes 60
16981482 0 First Lien No No 0
16840011 0 First Lien No Yes 120
16840148 36 First Lien No Yes 120
16840186 0 First Lien No Yes 120
16840278 6 First Lien No No 0
16844295 0 First Lien No Yes 120
16844314 24 First Lien No Yes 120
16844721 0 First Lien No Yes 120
16845594 36 First Lien No Yes 120
16845707 24 First Lien No No 0
16845774 0 First Lien No No 0
16845892 0 First Lien No Yes 120
16846190 0 First Lien No Yes 120
16847604 36 First Lien No Yes 120
16847609 0 First Lien No Yes 120
16847704 0 First Lien No Yes 60
16847868 12 First Lien Yes No 0
16847991 0 First Lien No Yes 120
16848012 36 First Lien No No 0
16848063 0 First Lien No Yes 120
16849031 36 First Lien No Yes 120
16849236 0 First Lien No No 0
16849286 0 First Lien No Yes 120
16849313 0 First Lien No Yes 120
16832780 12 First Lien No Yes 120
16835345 24 First Lien No No 0
16835361 0 First Lien No Yes 120
16835401 0 First Lien No Yes 120
16835481 0 First Lien No Yes 120
16835613 0 First Lien No Yes 120
16835738 0 First Lien No Yes 120
16835824 0 First Lien No Yes 120
16835870 12 First Lien No Yes 120
16838873 0 First Lien No No 0
16839137 36 First Lien No Yes 60
16839188 0 First Lien No Yes 120
16839852 36 First Lien No Yes 120
16819373 0 First Lien No Yes 120
16819397 0 First Lien No Yes 120
16819425 0 First Lien No Yes 120
16819553 0 First Lien No Yes 120
16819641 0 First Lien No No 0
16823742 12 First Lien No Yes 120
16823893 0 First Lien No Yes 120
16823980 0 First Lien No Yes 120
16824026 0 First Lien No No 0
16824159 0 First Lien No No 0
16826804 0 First Lien No No 0
16826805 12 First Lien No Yes 60
16826849 0 First Lien No No 0
16826908 0 First Lien No Yes 120
16814187 0 First Lien No Yes 120
16819212 0 First Lien No Yes 60
16819278 0 First Lien No Yes 120
16819279 0 First Lien No Yes 120
16806809 0 First Lien No Yes 120
16806829 0 First Lien No Yes 120
16806954 6 First Lien No Yes 60
16806992 0 First Lien No No 0
16807183 6 First Lien No Yes 60
16807251 5 First Lien No Yes 120
16807279 0 First Lien No Yes 120
16807305 0 First Lien No No 0
16807349 0 First Lien No Yes 120
16809653 0 First Lien No Yes 60
16809671 0 First Lien No Yes 120
16809829 6 First Lien No Yes 60
16801614 12 First Lien No Yes 120
16801642 3 First Lien No Yes 60
16803512 36 First Lien No Yes 120
16798799 36 First Lien No Yes 120
16801513 0 First Lien No Yes 120
16798268 0 First Lien No Yes 120
16798635 0 First Lien No Yes 120
16798206 0 First Lien No No 0
16790918 36 First Lien No Yes 120
16791062 36 First Lien No No 0
16789037 12 First Lien No Yes 60
16789086 0 First Lien No Yes 120
16790388 6 First Lien No Yes 120
16790417 0 First Lien No Yes 120
16790616 0 First Lien No Yes 120
16781210 6 First Lien No Yes 120
16781323 6 First Lien No Yes 120
16784784 12 First Lien No Yes 120
16784980 0 First Lien No Yes 120
16786199 0 First Lien No No 0
16786228 0 First Lien No Yes 120
16788554 0 First Lien No Yes 120
16788598 0 First Lien No Yes 120
16788647 0 First Lien No Yes 120
16788727 6 First Lien No Yes 60
16777114 0 First Lien No Yes 120
16771982 36 First Lien No No 0
16770800 0 First Lien No Yes 120
16774944 0 First Lien No Yes 120
16768047 0 First Lien No Yes 120
16768354 0 First Lien No Yes 120
16729896 0 First Lien No No 0
16731785 6 First Lien No No 0
16731813 0 First Lien No Yes 120
16731953 12 First Lien No Yes 120
16729579 0 First Lien No Yes 120
16765326 0 First Lien No Yes 120
16721969 36 First Lien No No 0
16721971 0 First Lien No Yes 60
16704342 0 First Lien No Yes 120
16681413 6 First Lien No Yes 60
16540307 0 First Lien No Yes 120
17090584 0 First Lien No No 0
17090585 0 First Lien No No 0
17090586 0 First Lien No Yes 60
17090587 0 First Lien No No 0
17090593 0 First Lien No No 0
17090597 0 First Lien No Yes 60
17090599 0 First Lien No Yes 60
17090600 0 First Lien No No 0
17090602 0 First Lien No No 0
17090603 0 First Lien No Yes 60
17090605 0 First Lien No No 0
17090606 0 First Lien No No 0
17090608 0 First Lien No Yes 60
17090609 0 First Lien No Yes 60
17090610 0 First Lien No Yes 60
17090611 0 First Lien No Yes 60
17090612 0 First Lien No Yes 60
17090614 0 First Lien No Yes 60
17090615 0 First Lien No Yes 60
17090616 0 First Lien No Yes 60
17090617 0 First Lien No Yes 60
17090618 0 First Lien No Yes 60
17090619 0 First Lien No Yes 60
17090621 0 First Lien No Yes 60
17090578 0 First Lien No No 0
17090579 0 First Lien No No 0
17090580 0 First Lien No Yes 60
17090581 0 First Lien No No 0
17090583 0 First Lien No No 0
17059647 0 First Lien No Yes 60
17059654 0 First Lien No Yes 60
17059656 0 First Lien No Yes 60
17059657 0 First Lien No No 0
17059659 0 First Lien No Yes 60
17059665 0 First Lien No No 0
17059670 0 First Lien No No 0
17059673 0 First Lien No Yes 60
17059675 0 First Lien No Yes 60
17059677 0 First Lien No No 0
17059682 0 First Lien No Yes 60
17059686 0 First Lien No Yes 60
17090569 0 First Lien No No 0
17090570 0 First Lien No Yes 60
17090571 0 First Lien No No 0
17090573 0 First Lien No No 0
17090574 0 First Lien No Yes 60
17015984 0 First Lien No Yes 60
17015985 0 First Lien No Yes 60
17015988 0 First Lien No No 0
17015989 0 First Lien No Yes 60
17015970 0 First Lien No Yes 60
17015972 0 First Lien No Yes 60
17015976 0 First Lien No Yes 60
17015980 0 First Lien No Yes 60
17015964 0 First Lien No No 0
17015965 0 First Lien No Yes 60
17015968 0 First Lien No No 0
17015951 0 First Lien No No 0
17015954 0 First Lien No Yes 60
16966663 0 First Lien No No 0
16789095 0 First Lien No No 0
16789101 0 First Lien No Yes 60
16789117 0 First Lien No Yes 60
16789124 0 First Lien No No 0
16789126 0 First Lien No Yes 60
16839342 0 First Lien No No 0
16964633 0 First Lien No No 0
16964635 0 First Lien No Yes 60
16964917 0 First Lien No No 0
16964918 0 First Lien No Yes 60
16964919 0 First Lien No No 0
16964921 0 First Lien No No 0
16964922 0 First Lien No No 0
16964925 0 First Lien No Yes 60
16964929 0 First Lien No No 0
16964931 0 First Lien No No 0
16964934 0 First Lien No Yes 60
16964936 0 First Lien No Yes 60
16964940 0 First Lien No No 0
16964944 0 First Lien No Yes 60
16964947 0 First Lien No Yes 60
16964949 0 First Lien No Yes 60
16964953 0 First Lien No Yes 60
16549174 0 First Lien No No 0
16549176 0 First Lien No No 0
16549198 0 First Lien No No 0
16549228 0 First Lien No Yes 120
16549246 0 First Lien No Yes 120
16549111 0 First Lien No Yes 120
16770431 0 First Lien No No 0
16770436 0 First Lien No Yes 60
16770441 0 First Lien No Yes 60
16770442 0 First Lien No No 0
16770453 0 First Lien No Yes 60
16770462 0 First Lien No Yes 60
16770478 0 First Lien No Yes 36
16770482 0 First Lien No No 0
16685373 0 First Lien No No 0
16685378 0 First Lien No Yes 60
16685382 0 First Lien No Yes 60
16685405 0 First Lien No Yes 60
17043285 0 First Lien No Yes 120
17043286 0 First Lien No No 0
17043287 0 First Lien No No 0
17043288 0 First Lien No Yes 60
17043290 36 First Lien No Yes 120
17043291 0 First Lien No No 0
17043297 0 First Lien No No 0
17044150 0 First Lien No Yes 120
17044151 0 First Lien No Yes 120
17044152 0 First Lien No Yes 120
17044154 0 First Lien No Yes 120
17044157 0 First Lien No Yes 120
17044158 0 First Lien No No 0
17044159 0 First Lien No Yes 120
17044160 0 First Lien No Yes 120
17044164 0 First Lien No Yes 120
17044167 0 First Lien No Yes 120
17044168 0 First Lien No Yes 120
17044169 0 First Lien No Yes 120
17044171 0 First Lien No Yes 120
17044173 0 First Lien No Yes 120
17044175 0 First Lien No Yes 120
17044176 0 First Lien No Yes 120
17044177 0 First Lien No Yes 120
17044179 0 First Lien No Yes 120
17044181 0 First Lien No No 0
17044188 0 First Lien No Yes 120
17044190 36 First Lien No Yes 120
17044192 0 First Lien No Yes 120
17044193 0 First Lien No Yes 120
17044194 0 First Lien No Yes 120
17044196 0 First Lien No Yes 120
17044197 0 First Lien No Yes 120
17044198 36 First Lien No Yes 120
17044202 0 First Lien No No 0
17044203 0 First Lien No Yes 120
17044204 0 First Lien No Yes 120
17010310 0 First Lien No Yes 120
16042804 12 First Lien No Yes 60
16007584 12 First Lien No Yes 60
16827098 0 First Lien No Yes 60
16808510 0 First Lien No Yes 120
16809118 0 First Lien No Yes 60
16371331 12 First Lien No Yes 120
16639255 0 First Lien No No 0
16639353 0 First Lien No No 0
16639413 12 First Lien No Yes 120
16635046 12 First Lien No No 0
16639384 0 First Lien No Yes 120
16639419 0 First Lien No No 0
16019600 0 First Lien No Yes 60
16019608 0 First Lien No Yes 120
16042899 12 First Lien No Yes 60
16066059 12 First Lien No Yes 60
16019401 12 First Lien No Yes 60
16019483 12 First Lien No Yes 120
16019495 36 First Lien No Yes 60
16019534 24 First Lien No Yes 60
16244518 0 First Lien No Yes 120
16007546 36 First Lien No Yes 60
16007547 24 First Lien No Yes 60
16007593 24 First Lien No Yes 60
16007818 12 First Lien No Yes 60
16007856 0 First Lien No Yes 60
16008101 24 First Lien No Yes 60
16008103 12 First Lien No Yes 60
16008136 0 First Lien No Yes 60
16008389 6 First Lien No Yes 60
16008441 0 First Lien No Yes 120
16008456 0 First Lien No Yes 120
16008488 12 First Lien No Yes 60
16008913 12 First Lien No Yes 60
16005546 6 First Lien No Yes 120
16005738 24 First Lien No Yes 60
16005896 0 First Lien No No 0
16005986 0 First Lien No Yes 120
16006608 24 First Lien No Yes 60
16006628 12 First Lien No Yes 60
16006956 0 First Lien No Yes 60
16006963 36 First Lien No No 0
16006967 0 First Lien No Yes 60
16007143 0 First Lien No No 0
16007219 36 First Lien No Yes 120
16007306 24 First Lien No Yes 60
16007353 24 First Lien No Yes 60
16007421 24 First Lien No Yes 60
16626226 0 First Lien No Yes 60
16146829 0 First Lien No No 0
16146845 0 First Lien No No 0
16846473 0 First Lien No Yes 120
16068545 0 First Lien No No 0
16068583 0 First Lien No No 0
16549131 0 First Lien No No 0
16146841 0 First Lien No Yes 60
16802019 0 First Lien No Yes 36
16802024 0 First Lien No Yes 36
16840735 0 First Lien No Yes 120
16840990 0 First Lien No No 0
16840992 0 First Lien No No 0
16841050 0 First Lien No No 0
16846458 0 First Lien No Yes 60
16846467 0 First Lien No Yes 120
16846616 0 First Lien No No 0
16846652 0 First Lien No No 0
16846662 0 First Lien No Yes 60
16846669 0 First Lien No No 0
16846689 0 First Lien No Yes 60
16846742 0 First Lien No Yes 120
16846772 0 First Lien No Yes 60
16846856 0 First Lien No No 0
16649313 0 First Lien No Yes 120
LOAN_SEQ ORIGINATOR AMORT_TERM1 RMIC_LOAN MASTER_FUNDING
______________________________________________________________________________________________________________________________________________________________________
16973804 EMCFLOW 360 No No
16803579 EMCFLOW 360 No No
16778519 EMCFLOW 360 No No
16807148 EMCFLOW 360 No No
16859442 EMCFLOW 360 No No
16962964 EMCFLOW 360 No No
16847865 EMCFLOW 360 No No
16974000 EMCFLOW 360 No No
17055524 EMCFLOW 360 No No
17027903 EMCFLOW 360 No No
17055527 EMCFLOW 360 No No
16819700 EMCFLOW 360 Yes No
16963152 EMCFLOW 360 No No
17055529 EMCFLOW 360 No No
16835746 EMCFLOW 360 Yes No
16835747 EMCFLOW 360 Yes No
16709794 EMCFLOW 360 No No
17022103 EMCFLOW 360 No No
17003238 EMCFLOW 360 No No
17055532 EMCFLOW 360 No No
17042597 EMCFLOW 360 No No
16979197 EMCFLOW 360 Yes No
17034584 EMCFLOW 360 No No
16844524 EMCFLOW 360 No No
16672567 EMCFLOW 360 No No
17000430 EMCFLOW 360 No No
17034594 EMCFLOW 360 No No
16832951 EMCFLOW 360 No No
16853287 EMCFLOW 360 No No
17000441 EMCFLOW 360 No No
16770986 EMCFLOW 360 Yes No
16801716 EMCFLOW 360 No No
17013608 EMCFLOW 360 No No
16840316 EMCFLOW 360 Yes No
16965510 EMCFLOW 360 No No
17078217 EMCFLOW 360 No No
16859160 EMCFLOW 360 No No
17128684 EMCFLOW 360 Yes No
17055786 EMCFLOW 360 No No
16981557 EMCFLOW 360 No No
17113404 EMCFLOW 360 No No
16840321 EMCFLOW 360 No No
17113409 EMCFLOW 360 No No
17078220 EMCFLOW 360 No No
16840328 EMCFLOW 360 No No
17078229 EMCFLOW 360 No No
16859171 EMCFLOW 360 No No
16985126 EMCFLOW 360 No No
16859177 EMCFLOW 360 No No
16847599 EMCFLOW 360 No No
17113411 EMCFLOW 360 No No
17033226 EMCFLOW 360 No No
17033228 EMCFLOW 360 No No
16778097 BSRM 360 No No
16803643 EMCFLOW 360 No No
16845817 EMCFLOW 360 Yes No
17130520 EMCFLOW 360 No No
16803367 EMCFLOW 360 No No
16710005 EMCFLOW 360 No No
16640581 BSRM 360 No No
16605477 BSRM 360 Yes No
16706969 EMCFLOW 360 No No
17033422 EMCFLOW 360 No No
16970648 EMCFLOW 360 No No
16981345 EMCFLOW 360 No No
17003217 EMCFLOW 360 No No
17013825 EMCFLOW 360 No No
17016323 EMCFLOW 360 Yes No
17021158 EMCFLOW 360 No No
17013650 EMCFLOW 360 No No
17033174 EMCFLOW 360 No No
17033294 EMCFLOW 360 No No
17033429 EMCFLOW 360 No No
17034438 EMCFLOW 360 No No
17042468 EMCFLOW 360 No No
16809579 EMCFLOW 360 No No
16849548 EMCFLOW 360 No No
16776281 BSRM 360 No No
16314724 EMCFLOW 360 No No
16540158 EMCFLOW 360 No No
16422796 EMCFLOW 360 No No
17058812 BSRM 360 No No
17058892 BSRM 360 No No
17058903 BSRM 360 No No
17058910 BSRM 480 Yes No
17058934 BSRM 360 No No
17058973 BSRM 360 Yes No
17059002 BSRM 360 No No
17060297 BSRM 360 No No
17060329 BSRM 360 No No
17060336 BSRM 360 No No
17060269 BSRM 360 No No
17054990 BSRM 360 No No
17054995 BSRM 360 No No
17055001 BSRM 360 Yes No
17055019 BSRM 360 No No
17055042 BSRM 360 No No
17055073 BSRM 360 No No
17054904 BSRM 360 No No
17055151 BSRM 360 No No
17055188 BSRM 360 No No
17055196 BSRM 360 No No
17057066 BSRM 360 No No
17057011 BSRM 360 No No
17051539 BSRM 360 No No
17051615 BSRM 360 No No
17051542 BSRM 360 No No
17051502 BSRM 360 No No
17051652 BSRM 360 No No
17051711 BSRM 360 No No
17051554 BSRM 360 No No
17051728 BSRM 360 No No
17051527 BSRM 360 Yes No
17052744 BSRM 360 No No
17052819 BSRM 360 No No
17052828 BSRM 360 No No
17052752 BSRM 360 No No
17052876 BSRM 360 No No
17052719 BSRM 360 Yes No
17052910 BSRM 360 No No
17052919 BSRM 360 No No
17052928 BSRM 360 No No
17054944 BSRM 480 No No
17043539 BSRM 360 No No
17043543 BSRM 360 No No
17047741 BSRM 360 No No
17047751 BSRM 360 No No
17047191 BSRM 360 No No
17047782 BSRM 360 No No
17047196 BSRM 360 No No
17047833 BSRM 360 No No
17047899 BSRM 360 Yes No
17051576 BSRM 360 No No
17043438 BSRM 360 No No
17043319 BSRM 360 No No
17043512 BSRM 360 No No
17043523 BSRM 360 No No
17032737 BSRM 360 Yes No
17032621 BSRM 360 No No
17032818 BSRM 360 No No
17034235 BSRM 360 No No
17034292 BSRM 360 No No
17034303 BSRM 360 No No
17034324 BSRM 360 No No
17034344 BSRM 360 No No
17034363 BSRM 360 No No
17034193 BSRM 360 No No
17042827 BSRM 360 No No
17020914 BSRM 360 No No
17021010 BSRM 360 No No
17021717 BSRM 360 No No
17021773 BSRM 360 No No
17021812 BSRM 360 No No
17021868 BSRM 360 No No
17021878 BSRM 360 No No
17027399 BSRM 360 No No
17027164 BSRM 480 No No
17027431 BSRM 360 No No
17027483 BSRM 360 Yes No
17013170 BSRM 480 No No
17013299 BSRM 360 No No
17013208 BSRM 360 No No
17013337 BSRM 480 No No
17013345 BSRM 360 Yes No
17013350 BSRM 360 No No
17013353 BSRM 360 No No
17013190 BSRM 360 No No
17014440 BSRM 360 No No
17014602 BSRM 360 No No
17014611 BSRM 360 No No
17016094 BSRM 360 No No
17016043 BSRM 360 No No
17016112 BSRM 360 No No
17016116 BSRM 360 No No
17016149 BSRM 360 No No
17016156 BSRM 360 No No
17016211 BSRM 360 Yes No
17016064 BSRM 360 No No
17008815 BSRM 360 No No
17008781 BSRM 360 No No
17008859 BSRM 360 No No
17010819 BSRM 360 No No
17010821 BSRM 360 No No
17010876 BSRM 360 Yes No
17010910 BSRM 360 No No
17010936 BSRM 360 No No
17012387 BSRM 360 No No
17012428 BSRM 360 No No
17012441 BSRM 360 No No
16997863 BSRM 360 No No
16997918 BSRM 360 No No
17001422 BSRM 360 No No
17001599 BSRM 360 No No
17002886 BSRM 360 No No
17002914 BSRM 360 No No
17003085 BSRM 360 No No
17004493 BSRM 360 No No
17004509 BSRM 360 No No
17004530 BSRM 360 No No
17004545 BSRM 360 No No
16991039 BSRM 360 No No
16991049 BSRM 360 No No
16991072 BSRM 360 No No
16991114 BSRM 360 No No
16991135 BSRM 360 No No
16990978 BSRM 360 Yes No
16991141 BSRM 360 No No
16994857 BSRM 360 No No
16994907 BSRM 360 No No
16980330 BSRM 360 No No
16982692 BSRM 360 No No
16982763 BSRM 360 No No
16984200 BSRM 360 No No
16984311 BSRM 360 No No
16989944 BSRM 360 No No
16989963 BSRM 360 No No
16980207 BSRM 360 No No
16980210 BSRM 360 No No
16980317 BSRM 360 No No
16968105 BSRM 360 No No
16968001 BSRM 360 No No
17021682 BSRM 360 No No
16970252 BSRM 360 No No
16970147 BSRM 360 No No
16970279 BSRM 360 No No
16978535 BSRM 360 No No
16971808 BSRM 360 No No
16971931 BSRM 360 No No
16978645 BSRM 360 No No
16965041 BSRM 360 No No
16857134 BSRM 360 No No
16857194 BSRM 360 No No
16858907 BSRM 360 No No
16858974 BSRM 360 No No
16859000 BSRM 360 No No
16912721 BSRM 360 No No
16852508 BSRM 480 No No
16852509 BSRM 360 No No
16852498 BSRM 360 No No
16847169 BSRM 360 No No
16848828 BSRM 360 No No
16848745 BSRM 360 No No
16851464 BSRM 360 No No
16843965 BSRM 360 No No
16845391 BSRM 360 No No
16845338 BSRM 360 No No
16847325 BSRM 360 Yes No
16838441 BSRM 360 Yes No
16838509 BSRM 360 No No
16980147 BSRM 360 Yes No
16834852 BSRM 360 No No
16834866 BSRM 360 No No
16832446 BSRM 360 No No
16823339 BSRM 360 No No
16825988 BSRM 360 No No
16823496 BSRM 360 No No
16812391 BSRM 360 Yes No
16818828 BSRM 360 No No
16818849 BSRM 480 No No
16397330 EMCFLOW 360 No No
16803110 BSRM 360 No No
16802952 BSRM 360 No No
16801309 BSRM 360 Yes No
16801182 BSRM 360 No No
16801333 BSRM 360 No No
16798049 BSRM 360 No No
16780567 BSRM 360 Yes No
16785048 BSRM 360 No No
16785144 BSRM 480 No No
16786999 BSRM 360 No No
17154645 EMCFLOW 360 No No
16778144 BSRM 360 Yes No
17027377 BSRM 480 No No
17032752 BSRM 360 No No
17032812 BSRM 360 Yes No
17034255 BSRM 360 No No
17034208 BSRM 360 Yes No
17043520 BSRM 360 No No
17047762 BSRM 360 No No
17051595 BSRM 480 Yes No
17052800 BSRM 360 No No
17052977 BSRM 360 No No
17055078 BSRM 360 No No
16857237 BSRM 360 No No
16965000 BSRM 360 No No
16965084 BSRM 360 No No
16848900 BSRM 360 Yes No
16832493 BSRM 360 No No
16780576 BSRM 360 No No
16780588 BSRM 360 Yes No
16790269 BSRM 360 Yes No
16798036 BSRM 480 No No
16776260 BSRM 360 No No
16716232 BSRM 360 No No
16709184 BSRM 360 No No
16697301 BSRM 360 No No
17009060 EMCFLOW 360 No No
17009064 EMCFLOW 360 Yes No
17009044 EMCFLOW 360 No No
16857561 EMCFLOW 360 No No
17027938 EMCFLOW 360 No No
17057583 EMCFLOW 360 No No
17077133 EMCFLOW 360 No No
16970683 EMCFLOW 360 No No
17088722 EMCFLOW 360 No No
17055576 EMCFLOW 360 No No
17113459 EMCFLOW 360 No No
17060538 EMCFLOW 360 No No
17088958 EMCFLOW 360 Yes No
17016432 EMCFLOW 360 Yes No
16688285 EMCFLOW 480 No No
17148468 EMCFLOW 360 No No
17148508 EMCFLOW 360 No No
17167151 EMCFLOW 360 No No
17167152 EMCFLOW 360 No No
16365915 EMCFLOW 360 No No
17155778 EMCFLOW 360 No No
17167214 EMCFLOW 360 No No
17150071 BSRM 360 Yes No
17155403 BSRM 360 No No
17151497 EMCFLOW 360 Yes No
17151502 EMCFLOW 360 Yes No
17151504 EMCFLOW 360 Yes No
17151541 EMCFLOW 360 No No
17130569 EMCFLOW 360 No No
17064787 BSRM 360 No No
17064846 BSRM 360 Yes No
17065949 BSRM 360 No No
17065971 BSRM 360 No No
17075024 BSRM 360 No No
17075056 BSRM 360 No No
17075081 BSRM 360 No No
17075150 BSRM 360 No No
17075242 BSRM 360 No No
17076417 BSRM 360 No No
17077691 BSRM 360 No No
17077808 BSRM 360 No No
17088379 BSRM 360 Yes No
17112894 BSRM 480 Yes No
17104575 BSRM 360 No No
17112981 BSRM 480 No No
17132591 BSRM 360 No No
17151492 EMCFLOW 360 No No
17059319 EMCFLOW 360 No No
17171516 EMCFLOW 360 No No
17155802 EMCFLOW 360 No No
17155803 EMCFLOW 360 No No
17148515 EMCFLOW 360 No No
17155807 EMCFLOW 360 No No
17148559 EMCFLOW 360 No No
17148510 EMCFLOW 360 No No
16389049 EMCFLOW 360 No No
17077022 EMCFLOW 360 No No
17151516 EMCFLOW 360 Yes No
17077024 EMCFLOW 360 No No
17151591 EMCFLOW 360 No No
17151596 EMCFLOW 360 No No
17155791 EMCFLOW 360 No No
17128577 EMCFLOW 360 Yes No
17148495 EMCFLOW 360 Yes No
17155785 EMCFLOW 360 No No
17001992 EMCFLOW 360 No No
17013576 EMCFLOW 360 No No
17001996 EMCFLOW 360 No No
17078182 EMCFLOW 360 No No
17078185 EMCFLOW 360 No No
17078188 EMCFLOW 360 No No
16991647 EMCFLOW 360 No No
16851140 EMCFLOW 360 No No
17089041 EMCFLOW 360 No No
16851145 EMCFLOW 360 No No
16803924 EMCFLOW 360 No No
17013589 EMCFLOW 360 No No
16851149 EMCFLOW 360 No No
17078194 EMCFLOW 360 No No
16982905 EMCFLOW 360 No No
17078198 EMCFLOW 360 No No
16856952 EMCFLOW 360 No No
16856957 EMCFLOW 360 No No
17059360 EMCFLOW 360 No No
16814175 EMCFLOW 360 No No
16965532 EMCFLOW 360 No No
17059369 EMCFLOW 360 No No
16974283 EMCFLOW 360 Yes No
16980848 EMCFLOW 360 No No
17052102 EMCFLOW 360 No No
17033230 EMCFLOW 360 No No
17012900 EMCFLOW 360 Yes No
17113422 EMCFLOW 360 No No
17113428 EMCFLOW 360 No No
17113429 EMCFLOW 360 No No
17004861 EMCFLOW 360 No No
17052085 EMCFLOW 360 No No
17052087 EMCFLOW 360 No No
17004864 EMCFLOW 360 No No
17052088 EMCFLOW 360 No No
16803950 EMCFLOW 360 Yes No
17052089 EMCFLOW 360 No No
17012886 EMCFLOW 360 No No
16833058 EMCFLOW 360 No No
17059374 EMCFLOW 360 No No
17078247 EMCFLOW 360 No No
16801875 EMCFLOW 360 No No
17078249 EMCFLOW 360 No No
17059379 EMCFLOW 360 No No
17012911 EMCFLOW 360 No No
17033248 EMCFLOW 360 No No
16824319 EMCFLOW 360 No No
16991712 EMCFLOW 360 Yes No
16991717 EMCFLOW 360 No No
16985156 EMCFLOW 360 No No
16980863 EMCFLOW 360 No No
16985157 EMCFLOW 360 No No
16980865 EMCFLOW 360 No No
17013657 EMCFLOW 360 No No
17066688 EMCFLOW 360 No No
16980873 EMCFLOW 360 No No
16985167 EMCFLOW 360 No No
17052132 EMCFLOW 360 No No
17052133 EMCFLOW 360 No No
17044115 EMCFLOW 360 Yes No
17004914 EMCFLOW 360 No No
17033264 EMCFLOW 360 Yes No
17033267 EMCFLOW 360 No No
17033269 EMCFLOW 360 No No
17013668 EMCFLOW 360 No No
17013669 EMCFLOW 360 No No
16968404 EMCFLOW 360 No No
17057947 EMCFLOW 360 No No
16965574 EMCFLOW 360 No No
16980883 EMCFLOW 360 No No
17033273 EMCFLOW 360 No No
16982930 EMCFLOW 360 No No
16991680 EMCFLOW 360 No No
16968355 EMCFLOW 360 No No
16856985 EMCFLOW 360 No No
16856988 EMCFLOW 360 No No
17042614 EMCFLOW 360 No No
17004871 EMCFLOW 360 No No
17052096 EMCFLOW 360 No No
17044128 EMCFLOW 360 No No
17016507 EMCFLOW 360 No No
16824341 EMCFLOW 360 No No
17033276 EMCFLOW 360 No No
17033278 EMCFLOW 360 No No
17113468 EMCFLOW 360 No No
17076821 EMCFLOW 360 Yes No
17033279 EMCFLOW 360 No No
16723773 EMCFLOW 360 No No
16979217 EMCFLOW 360 Yes No
16982944 EMCFLOW 360 No No
16856994 EMCFLOW 360 No No
17042625 EMCFLOW 360 No No
17009174 EMCFLOW 360 Yes No
17009178 EMCFLOW 360 No No
16723781 EMCFLOW 360 No No
16995260 EMCFLOW 360 Yes No
16982959 EMCFLOW 360 No No
16853300 EMCFLOW 360 No No
16965582 EMCFLOW 360 No No
17078289 EMCFLOW 360 No No
17033280 EMCFLOW 360 No No
17016513 EMCFLOW 360 No No
17004930 EMCFLOW 360 No No
17033282 EMCFLOW 360 No No
17013680 EMCFLOW 360 No No
17052156 EMCFLOW 360 No No
17044138 EMCFLOW 360 No No
17033284 EMCFLOW 360 No No
17033285 EMCFLOW 360 No No
16771053 EMCFLOW 360 No No
17013685 EMCFLOW 360 No No
17033287 EMCFLOW 360 No No
16824353 EMCFLOW 360 No No
17033289 EMCFLOW 360 Yes No
16851248 EMCFLOW 360 No No
17044140 EMCFLOW 360 No No
17052162 EMCFLOW 360 No No
17033290 EMCFLOW 360 No No
17033291 EMCFLOW 360 No No
17033292 EMCFLOW 360 No No
17009235 EMCFLOW 360 No No
17033295 EMCFLOW 360 No No
17033296 EMCFLOW 360 No No
16979230 EMCFLOW 360 No No
16819139 EMCFLOW 360 No No
16803993 EMCFLOW 360 No No
16979242 EMCFLOW 360 No No
16995281 EMCFLOW 360 No No
16982977 EMCFLOW 360 No No
17034638 EMCFLOW 360 No No
17052064 EMCFLOW 360 No No
17033192 EMCFLOW 360 No No
17016426 EMCFLOW 360 No No
17052068 EMCFLOW 360 No No
17033197 EMCFLOW 360 No No
17013599 EMCFLOW 360 No No
16789088 EMCFLOW 360 No No
16856966 EMCFLOW 360 No No
17044050 EMCFLOW 360 No No
17009145 EMCFLOW 360 No No
17012875 EMCFLOW 360 No No
17004858 EMCFLOW 360 No No
17012879 EMCFLOW 360 No No
17128564 EMCFLOW 360 No No
16990180 EMCFLOW 360 No No
16981432 EMCFLOW 360 No No
17128565 EMCFLOW 360 No No
16981434 EMCFLOW 360 No No
17128567 EMCFLOW 360 Yes No
16980706 EMCFLOW 360 No No
16980707 EMCFLOW 360 Yes No
16981436 EMCFLOW 360 No No
16970584 EMCFLOW 360 No No
16775295 EMCFLOW 360 No No
16963298 EMCFLOW 360 No No
17066520 EMCFLOW 360 No No
17059232 EMCFLOW 360 Yes No
17066523 EMCFLOW 360 No No
17059234 EMCFLOW 360 No No
17128570 EMCFLOW 360 No No
17059235 EMCFLOW 360 No No
17059236 EMCFLOW 360 Yes No
17128572 EMCFLOW 360 No No
17128573 EMCFLOW 360 Yes No
17059239 EMCFLOW 360 No No
16838722 EMCFLOW 360 No No
17128576 EMCFLOW 360 No No
16970590 EMCFLOW 360 No No
17128579 EMCFLOW 360 No No
16981449 EMCFLOW 360 No No
17001926 EMCFLOW 360 No No
17059240 EMCFLOW 360 No No
17059245 EMCFLOW 360 No No
16857601 EMCFLOW 360 No No
17059247 EMCFLOW 360 No No
16985017 EMCFLOW 360 No No
16981453 EMCFLOW 360 No No
17128588 EMCFLOW 360 No No
16981456 EMCFLOW 360 No No
16974169 EMCFLOW 360 No No
16847488 EMCFLOW 360 No No
17013511 EMCFLOW 360 No No
17066546 EMCFLOW 360 No No
16980732 EMCFLOW 360 No No
16980733 EMCFLOW 360 No No
16784715 EMCFLOW 360 No No
16985028 EMCFLOW 360 No No
16980736 EMCFLOW 360 No No
16980737 EMCFLOW 360 No No
16974176 EMCFLOW 360 No No
16974179 EMCFLOW 360 No No
17057802 EMCFLOW 360 No No
16801761 EMCFLOW 360 No No
17066550 EMCFLOW 360 No No
16713555 EMCFLOW 360 No No
16713557 EMCFLOW 360 No No
16981474 EMCFLOW 360 No No
16838753 EMCFLOW 360 No No
17013534 EMCFLOW 360 No No
16814082 EMCFLOW 360 No No
16814085 EMCFLOW 360 No No
17059276 EMCFLOW 360 No No
16857631 EMCFLOW 360 No No
17078149 EMCFLOW 360 No No
16965442 EMCFLOW 480 No No
16980751 EMCFLOW 360 No No
17059278 EMCFLOW 360 No No
16974198 EMCFLOW 360 No No
17052010 EMCFLOW 360 No No
17013568 EMCFLOW 360 No No
16968300 EMCFLOW 360 No No
16968303 EMCFLOW 360 No No
17078176 EMCFLOW 360 No No
16985071 EMCFLOW 360 No No
16991638 EMCFLOW 360 No No
16857668 EMCFLOW 360 No No
16965479 EMCFLOW 360 No No
17044020 EMCFLOW 360 No No
17089003 EMCFLOW 360 No No
16851106 EMCFLOW 360 No No
16838770 EMCFLOW 360 No No
17059289 EMCFLOW 360 Yes No
16838773 EMCFLOW 360 No No
17013550 EMCFLOW 360 No No
17012823 EMCFLOW 360 No No
16824221 EMCFLOW 360 No No
16851114 EMCFLOW 360 No No
17089013 EMCFLOW 360 No No
17001978 EMCFLOW 360 No No
16801796 EMCFLOW 360 No No
16685699 EMCFLOW 360 No No
17044017 EMCFLOW 360 No No
17012832 EMCFLOW 360 No No
16847451 EMCFLOW 360 No No
16974137 EMCFLOW 360 No No
16974139 EMCFLOW 360 No No
17011381 EMCFLOW 360 No No
16722260 EMCFLOW 360 No No
16970545 EMCFLOW 360 No No
16809685 EMCFLOW 360 No No
17022203 EMCFLOW 360 No No
16648583 EMCFLOW 360 No No
16970558 EMCFLOW 360 No No
17022218 EMCFLOW 360 No No
16853293 EMCFLOW 360 No No
16968273 EMCFLOW 360 No No
16798417 EMCFLOW 360 No No
16995168 EMCFLOW 360 No No
17034512 EMCFLOW 360 Yes No
17014914 EMCFLOW 360 No No
16982860 EMCFLOW 360 Yes No
16979134 EMCFLOW 360 No No
16979140 EMCFLOW 360 No No
17078808 EMCFLOW 360 No No
17053403 EMCFLOW 360 No No
17042557 EMCFLOW 360 No No
17014936 EMCFLOW 360 No No
16819046 EMCFLOW 360 No No
16714965 EMCFLOW 360 No No
16982882 EMCFLOW 360 No No
16982889 EMCFLOW 360 No No
17034542 EMCFLOW 360 No No
17014949 EMCFLOW 360 No No
16979163 EMCFLOW 360 No No
16979165 EMCFLOW 360 No No
17042574 EMCFLOW 360 No No
17014953 EMCFLOW 360 No No
17014955 EMCFLOW 360 No No
16819065 EMCFLOW 360 No No
17000404 EMCFLOW 360 No No
16798468 EMCFLOW 360 Yes No
17042584 EMCFLOW 360 No No
16765043 EMCFLOW 360 Yes No
16781081 EMCFLOW 360 No No
16781085 EMCFLOW 360 No No
16844509 EMCFLOW 360 No No
17014969 EMCFLOW 360 No No
16979188 EMCFLOW 360 No No
17057682 EMCFLOW 360 No No
16995033 EMCFLOW 360 No No
17057685 EMCFLOW 360 No No
16995038 EMCFLOW 360 No No
16995039 EMCFLOW 360 No No
16979001 EMCFLOW 360 Yes No
16824085 EMCFLOW 360 No No
16824086 EMCFLOW 360 No No
17075838 EMCFLOW 360 Yes No
16991488 EMCFLOW 360 No No
17042412 EMCFLOW 360 No No
17042416 EMCFLOW 360 No No
17012693 EMCFLOW 360 No No
17004675 EMCFLOW 360 No No
17016259 EMCFLOW 360 No No
16979013 EMCFLOW 360 No No
16859622 EMCFLOW 360 No No
16995054 EMCFLOW 360 No No
17075848 EMCFLOW 360 No No
17016267 EMCFLOW 360 No No
17016269 EMCFLOW 360 No No
16995064 EMCFLOW 360 No No
16798317 EMCFLOW 360 No No
17042430 EMCFLOW 360 No No
17042432 EMCFLOW 360 No No
17055593 EMCFLOW 360 No No
17055595 EMCFLOW 360 No No
16981363 EMCFLOW 360 No No
16980636 EMCFLOW 360 Yes No
16981367 EMCFLOW 360 No No
17022175 EMCFLOW 360 No No
16980640 EMCFLOW 360 No No
16684830 EMCFLOW 360 Yes No
16981372 EMCFLOW 360 No No
16981373 EMCFLOW 360 No No
16981376 EMCFLOW 360 No No
16819787 EMCFLOW 360 No No
17012706 EMCFLOW 360 No No
17057713 EMCFLOW 360 No No
16968236 EMCFLOW 360 No No
16856862 EMCFLOW 360 No No
16857592 EMCFLOW 360 No No
16991567 EMCFLOW 360 No No
16856864 EMCFLOW 360 No No
17009041 EMCFLOW 360 Yes No
17009042 EMCFLOW 360 No No
16824171 EMCFLOW 360 No No
17012775 EMCFLOW 360 No No
17009049 EMCFLOW 360 No No
16824174 EMCFLOW 360 No No
16803844 EMCFLOW 360 No No
16968243 EMCFLOW 360 No No
17009055 EMCFLOW 360 Yes No
17004763 EMCFLOW 360 No No
16968251 EMCFLOW 360 Yes No
17057794 EMCFLOW 360 No No
16982836 EMCFLOW 360 No No
17009063 EMCFLOW 360 No No
17009067 EMCFLOW 360 No No
16673205 EMCFLOW 360 No No
16838660 EMCFLOW 360 No No
16981384 EMCFLOW 360 No No
16974096 EMCFLOW 360 No No
16981387 EMCFLOW 360 No No
17013444 EMCFLOW 360 No No
16980660 EMCFLOW 360 No No
16980665 EMCFLOW 360 No No
16965359 EMCFLOW 360 No No
16838678 EMCFLOW 360 No No
17057730 EMCFLOW 360 Yes No
17066481 EMCFLOW 360 No No
16991524 EMCFLOW 360 No No
17004713 EMCFLOW 360 No No
17012735 EMCFLOW 360 No No
17013468 EMCFLOW 360 Yes No
17066496 EMCFLOW 360 No No
16856833 EMCFLOW 360 No No
17066498 EMCFLOW 360 No No
17066499 EMCFLOW 360 No No
16965378 EMCFLOW 360 No No
16784668 EMCFLOW 360 No No
17016302 EMCFLOW 360 No No
17009013 EMCFLOW 360 No No
17004720 EMCFLOW 360 No No
17009015 EMCFLOW 360 No No
17009019 EMCFLOW 360 No No
17012746 EMCFLOW 360 No No
17012748 EMCFLOW 360 No No
16968212 EMCFLOW 360 No No
16968218 EMCFLOW 360 No No
16849553 EMCFLOW 360 No No
16980693 EMCFLOW 360 No No
16965388 EMCFLOW 360 No No
16980697 EMCFLOW 360 No No
16980699 EMCFLOW 360 Yes No
17016313 EMCFLOW 360 No No
17009024 EMCFLOW 360 No No
17009028 EMCFLOW 360 No No
17012756 EMCFLOW 360 No No
17057766 EMCFLOW 360 No No
16982806 EMCFLOW 360 No No
16856853 EMCFLOW 360 No No
16965398 EMCFLOW 360 No No
17009030 EMCFLOW 360 No No
17009032 EMCFLOW 360 No No
17009036 EMCFLOW 360 No No
17009038 EMCFLOW 360 No No
17012769 EMCFLOW 360 No No
16968233 EMCFLOW 360 No No
16824197 EMCFLOW 360 No No
16979116 EMCFLOW 360 No No
17016368 EMCFLOW 360 Yes No
16798412 EMCFLOW 360 No No
16963003 EMCFLOW 360 No No
17060564 EMCFLOW 360 No No
16852361 EMCFLOW 360 No No
17088802 EMCFLOW 360 No No
16852364 EMCFLOW 360 No No
16809437 EMCFLOW 360 No No
16968816 EMCFLOW 360 No No
17011105 EMCFLOW 360 No No
16984859 EMCFLOW 360 No No
17051821 EMCFLOW 360 No No
17051822 EMCFLOW 360 No No
17043803 EMCFLOW 360 No No
17051824 EMCFLOW 360 No No
17051825 EMCFLOW 360 Yes No
17051826 EMCFLOW 360 No No
17051827 EMCFLOW 360 No No
17051828 EMCFLOW 360 No No
17051829 EMCFLOW 360 No No
17033689 EMCFLOW 360 No No
16832775 EMCFLOW 360 No No
17088817 EMCFLOW 360 No No
17048328 EMCFLOW 360 No No
16844582 EMCFLOW 360 No No
16851877 EMCFLOW 360 No No
16809678 EMCFLOW 480 No No
17055580 EMCFLOW 360 No No
16419084 EMCFLOW 360 No No
17066436 EMCFLOW 360 No No
17066437 EMCFLOW 360 No No
16857503 EMCFLOW 360 No No
17027963 EMCFLOW 360 No No
16981352 EMCFLOW 360 No No
16974062 EMCFLOW 360 No No
17055588 EMCFLOW 360 No No
16974069 EMCFLOW 360 No No
16672731 EMCFLOW 360 No No
16857008 EMCFLOW 360 No No
16718744 EMCFLOW 360 No No
17002063 EMCFLOW 360 No No
16857018 EMCFLOW 360 No No
16979383 EMCFLOW 360 No No
17002071 EMCFLOW 360 Yes No
17065222 EMCFLOW 360 No No
17065227 EMCFLOW 360 No No
17034773 EMCFLOW 360 No No
16979396 EMCFLOW 360 No No
17002083 EMCFLOW 360 No No
17002092 EMCFLOW 360 No No
16852755 EMCFLOW 360 Yes No
16846198 EMCFLOW 360 Yes No
16852763 EMCFLOW 360 No No
16849039 EMCFLOW 360 No No
16978693 EMCFLOW 360 No No
16852780 EMCFLOW 360 No No
16852781 EMCFLOW 360 No No
17003506 EMCFLOW 360 No No
16970720 EMCFLOW 360 No No
16990326 EMCFLOW 360 Yes No
16849065 EMCFLOW 360 No No
16771873 EMCFLOW 360 No No
17003515 EMCFLOW 360 No No
17015103 EMCFLOW 360 No No
16804074 EMCFLOW 360 No No
16804075 EMCFLOW 360 No No
16970740 EMCFLOW 360 No No
16974306 EMCFLOW 360 No No
16768163 EMCFLOW 360 No No
16970746 EMCFLOW 360 No No
16983059 EMCFLOW 360 No No
16844792 EMCFLOW 360 No No
16847637 EMCFLOW 360 No No
16859224 EMCFLOW 360 Yes No
16983074 EMCFLOW 360 No No
16859227 EMCFLOW 360 No No
16790783 EMCFLOW 360 No No
17003551 EMCFLOW 360 No No
17015137 EMCFLOW 360 No No
17075452 EMCFLOW 360 No No
17055856 EMCFLOW 360 No No
16974336 EMCFLOW 360 No No
16981628 EMCFLOW 360 No No
16768197 EMCFLOW 360 No No
17015148 EMCFLOW 360 No No
17075464 EMCFLOW 360 No No
16981632 EMCFLOW 360 No No
16983091 EMCFLOW 360 No No
16980905 EMCFLOW 360 No No
16981634 EMCFLOW 360 No No
16847660 EMCFLOW 360 No No
16980907 EMCFLOW 360 No No
16983097 EMCFLOW 360 No No
17015151 EMCFLOW 360 No No
17033298 EMCFLOW 360 No No
17033299 EMCFLOW 360 No No
16823637 EMCFLOW 360 No No
16851259 EMCFLOW 360 No No
16851262 EMCFLOW 360 No No
16851265 EMCFLOW 360 No No
16995332 EMCFLOW 360 No No
16968440 EMCFLOW 360 No No
16985203 EMCFLOW 360 No No
16980911 EMCFLOW 360 No No
16801938 EMCFLOW 360 No No
16965606 EMCFLOW 360 No No
16974355 EMCFLOW 360 No No
16970791 EMCFLOW 360 No No
17055879 EMCFLOW 360 No No
16981649 EMCFLOW 360 No No
17033300 EMCFLOW 360 No No
17033301 EMCFLOW 360 No No
16824379 EMCFLOW 360 No No
16851275 EMCFLOW 360 No No
16995345 EMCFLOW 360 No No
16979308 EMCFLOW 360 No No
16995347 EMCFLOW 360 No No
16707832 EMCFLOW 360 No No
16979312 EMCFLOW 360 No No
17002006 EMCFLOW 360 No No
16991799 EMCFLOW 360 No No
17042722 EMCFLOW 360 No No
16835253 EMCFLOW 360 No No
16979325 EMCFLOW 360 No No
16798614 EMCFLOW 360 No No
16968472 EMCFLOW 360 No No
16968474 EMCFLOW 360 No No
17002012 EMCFLOW 360 No No
16981841 EMCFLOW 360 No No
16962971 EMCFLOW 360 No No
16809400 EMCFLOW 360 No No
16809402 EMCFLOW 360 No No
17060539 EMCFLOW 360 No No
16853064 EMCFLOW 360 No No
16813862 EMCFLOW 360 No No
16798287 EMCFLOW 360 No No
17060540 EMCFLOW 360 No No
16303922 EMCFLOW 360 Yes No
17060545 EMCFLOW 360 No No
17014785 EMCFLOW 360 Yes No
16984833 EMCFLOW 360 No No
16813879 EMCFLOW 360 No No
17000239 EMCFLOW 360 Yes No
17053260 EMCFLOW 360 No No
17053262 EMCFLOW 360 No No
16728500 EMCFLOW 360 No No
17014792 EMCFLOW 480 No No
16809423 EMCFLOW 360 No No
17053269 EMCFLOW 360 Yes No
16728508 EMCFLOW 360 No No
16984848 EMCFLOW 360 No No
17000245 EMCFLOW 360 No No
17004999 EMCFLOW 360 No No
16979334 EMCFLOW 360 No No
16979336 EMCFLOW 360 No No
17016580 EMCFLOW 360 No No
16846124 EMCFLOW 360 No No
16846128 EMCFLOW 360 No No
16806926 EMCFLOW 360 No No
16979340 EMCFLOW 360 No No
16968496 EMCFLOW 360 No No
17002038 EMCFLOW 360 No No
16710088 EMCFLOW 360 No No
17034738 EMCFLOW 360 No No
17002040 EMCFLOW 360 No No
17002043 EMCFLOW 360 No No
17002047 EMCFLOW 360 No No
17002048 EMCFLOW 360 No No
16826540 EMCFLOW 360 No No
17015052 EMCFLOW 360 No No
16833010 EMCFLOW 360 No No
17078200 EMCFLOW 360 No No
17015056 EMCFLOW 360 No No
17003477 EMCFLOW 360 Yes No
16980810 EMCFLOW 360 No No
16859153 EMCFLOW 360 No No
16859157 EMCFLOW 360 No No
17013600 EMCFLOW 360 No No
17055609 EMCFLOW 360 No No
16963235 EMCFLOW 360 No No
16851861 EMCFLOW 360 No No
16990129 EMCFLOW 360 No No
16844576 EMCFLOW 360 No No
17003312 EMCFLOW 360 No No
17055612 EMCFLOW 360 No No
16990130 EMCFLOW 360 No No
16824362 EMCFLOW 360 No No
17033297 EMCFLOW 360 No No
17075608 EMCFLOW 360 No No
16803529 EMCFLOW 360 No No
17075609 EMCFLOW 360 No No
17075611 EMCFLOW 360 No No
16803533 EMCFLOW 360 No No
16803534 EMCFLOW 360 No No
16847811 EMCFLOW 360 No No
16849278 EMCFLOW 360 No No
16807108 EMCFLOW 360 No No
17077082 EMCFLOW 360 No No
16970942 EMCFLOW 360 Yes No
17077095 EMCFLOW 360 No No
16981807 EMCFLOW 360 No No
16962937 EMCFLOW 360 No No
16856597 EMCFLOW 360 No No
16973800 EMCFLOW 360 No No
16973802 EMCFLOW 360 No No
16970509 EMCFLOW 360 No No
16963225 EMCFLOW 360 No No
16990118 EMCFLOW 360 No No
17003253 EMCFLOW 360 No No
16801613 EMCFLOW 360 Yes No
17011278 EMCFLOW 360 No No
16839330 EMCFLOW 360 No No
16839332 EMCFLOW 360 No No
16963182 EMCFLOW 360 No No
16970474 EMCFLOW 360 No No
16970476 EMCFLOW 360 Yes No
17066412 EMCFLOW 360 No No
17027940 EMCFLOW 360 No No
16980601 EMCFLOW 360 Yes No
17043981 EMCFLOW 360 No No
16970482 EMCFLOW 360 No No
17027947 EMCFLOW 360 No No
17055569 EMCFLOW 360 No No
16970483 EMCFLOW 360 No No
16819744 EMCFLOW 360 No No
17088991 EMCFLOW 360 Yes No
17088993 EMCFLOW 360 No No
17003278 EMCFLOW 360 No No
17055573 EMCFLOW 360 No No
17055574 EMCFLOW 360 No No
16970666 EMCFLOW 360 No No
17015031 EMCFLOW 360 Yes No
17066601 EMCFLOW 360 Yes No
17059312 EMCFLOW 360 No No
16801813 EMCFLOW 360 No No
16859133 EMCFLOW 360 Yes No
16963380 EMCFLOW 360 No No
17055756 EMCFLOW 360 No No
16835973 EMCFLOW 360 No No
16963387 EMCFLOW 360 No No
16970679 EMCFLOW 360 No No
16835979 EMCFLOW 360 No No
17055761 EMCFLOW 360 No No
16980617 EMCFLOW 360 No No
17055578 EMCFLOW 360 No No
16974057 EMCFLOW 360 No No
16970495 EMCFLOW 360 No No
16990098 EMCFLOW 360 No No
17003445 EMCFLOW 360 No No
17128642 EMCFLOW 360 No No
16974221 EMCFLOW 360 No No
16859124 EMCFLOW 360 Yes No
16963371 EMCFLOW 360 No No
16970661 EMCFLOW 360 No No
17048247 EMCFLOW 360 No No
16819711 EMCFLOW 360 No No
16970452 EMCFLOW 360 No No
16970459 EMCFLOW 360 No No
17088968 EMCFLOW 360 No No
17003245 EMCFLOW 360 No No
17051984 EMCFLOW 360 No No
17027927 EMCFLOW 360 No No
16970463 EMCFLOW 360 No No
16714117 EMCFLOW 360 No No
16990051 EMCFLOW 360 No No
16984993 EMCFLOW 360 Yes No
17000396 EMCFLOW 360 No No
17051952 EMCFLOW 360 No No
16963141 EMCFLOW 360 No No
17051958 EMCFLOW 360 No No
16970437 EMCFLOW 360 No No
17011238 EMCFLOW 360 No No
17055510 EMCFLOW 360 No No
17055513 EMCFLOW 360 No No
17055515 EMCFLOW 360 No No
16845840 EMCFLOW 360 No No
16980549 EMCFLOW 360 No No
16840048 EMCFLOW 360 No No
16965244 EMCFLOW 360 No No
17066369 EMCFLOW 360 No No
16840051 EMCFLOW 360 No No
17057623 EMCFLOW 360 No No
16991411 EMCFLOW 360 No No
16991414 EMCFLOW 360 No No
16980566 EMCFLOW 360 No No
16981298 EMCFLOW 360 No No
16731524 EMCFLOW 360 No No
17057630 EMCFLOW 360 No No
16857453 EMCFLOW 360 No No
17012639 EMCFLOW 360 No No
16991430 EMCFLOW 360 No No
16838598 EMCFLOW 360 No No
17077251 EMCFLOW 360 No No
16995002 EMCFLOW 360 No No
17077259 EMCFLOW 360 No No
16857478 EMCFLOW 360 No No
17075803 EMCFLOW 360 No No
17075805 EMCFLOW 360 No No
16995014 EMCFLOW 360 No No
16991454 EMCFLOW 360 No No
16991455 EMCFLOW 360 No No
16991456 EMCFLOW 360 No No
17004654 EMCFLOW 360 No No
17012675 EMCFLOW 360 No No
16708244 EMCFLOW 360 No No
16803744 EMCFLOW 360 Yes No
17027575 EMCFLOW 360 No No
16852823 EMCFLOW 360 No No
16819371 EMCFLOW 360 No No
16852827 EMCFLOW 360 No No
16844808 EMCFLOW 360 No No
16672847 EMCFLOW 360 No No
16819377 EMCFLOW 360 Yes No
16979480 EMCFLOW 360 No No
17005000 EMCFLOW 360 No No
17005002 EMCFLOW 360 No No
17027580 EMCFLOW 360 Yes No
16844812 EMCFLOW 360 No No
16846271 EMCFLOW 360 No No
17034876 EMCFLOW 360 No No
16846274 EMCFLOW 360 No No
16819384 EMCFLOW 360 No No
16819386 EMCFLOW 360 No No
16819387 EMCFLOW 360 No No
16798786 EMCFLOW 360 No No
17005017 EMCFLOW 360 No No
17077047 EMCFLOW 360 No No
16790921 EMCFLOW 360 No No
16798237 EMCFLOW 360 No No
17014731 EMCFLOW 360 No No
16973931 EMCFLOW 360 No No
16778645 EMCFLOW 360 No No
16847987 EMCFLOW 360 No No
16847988 EMCFLOW 360 No No
17014741 EMCFLOW 360 No No
17014749 EMCFLOW 360 No No
16807276 EMCFLOW 360 No No
17075794 EMCFLOW 360 No No
16973943 EMCFLOW 360 No No
16973944 EMCFLOW 360 No No
16847990 EMCFLOW 360 No No
16798257 EMCFLOW 360 No No
17014750 EMCFLOW 360 No No
17014752 EMCFLOW 360 Yes No
17078636 EMCFLOW 360 No No
16973954 EMCFLOW 360 No No
16839985 EMCFLOW 360 No No
16859589 EMCFLOW 360 No No
17060524 EMCFLOW 360 No No
17060527 EMCFLOW 360 No No
16852325 EMCFLOW 360 No No
17014767 EMCFLOW 360 No No
16798270 EMCFLOW 360 No No
16813859 EMCFLOW 360 No No
16719089 EMCFLOW 360 No No
16973964 EMCFLOW 360 No No
16839991 EMCFLOW 360 Yes No
17000219 EMCFLOW 360 No No
17060530 EMCFLOW 360 No No
17060531 EMCFLOW 360 No No
16852970 EMCFLOW 360 No No
16852971 EMCFLOW 360 No No
16849248 EMCFLOW 360 No No
16970910 EMCFLOW 360 No No
16970913 EMCFLOW 360 No No
17060533 EMCFLOW 360 No No
17066322 EMCFLOW 360 No No
17055470 EMCFLOW 360 No No
17055471 EMCFLOW 360 No No
17055472 EMCFLOW 360 No No
16980512 EMCFLOW 360 No No
17055475 EMCFLOW 360 No No
16839250 EMCFLOW 360 No No
17055478 EMCFLOW 360 No No
17043895 EMCFLOW 360 No No
16839257 EMCFLOW 360 No No
17008989 EMCFLOW 360 No No
16835695 EMCFLOW 360 No No
17022052 EMCFLOW 360 No No
17022059 EMCFLOW 360 No No
17055481 EMCFLOW 360 No No
16965214 EMCFLOW 480 No No
16839260 EMCFLOW 360 No No
17066339 EMCFLOW 360 No No
17027865 EMCFLOW 360 No No
16970658 EMCFLOW 360 No No
17055489 EMCFLOW 360 No No
17027868 EMCFLOW 360 No No
16839266 EMCFLOW 360 No No
16674597 EMCFLOW 360 No No
17066344 EMCFLOW 360 Yes No
17027870 EMCFLOW 360 No No
17066346 EMCFLOW 360 No No
16857412 EMCFLOW 360 No No
17066348 EMCFLOW 360 No No
17066349 EMCFLOW 360 No No
17027875 EMCFLOW 360 No No
16826966 EMCFLOW 360 No No
16978731 EMCFLOW 360 No No
16835398 EMCFLOW 360 No No
16978736 EMCFLOW 360 No No
16844471 EMCFLOW 360 No No
16835723 EMCFLOW 360 No No
16729372 EMCFLOW 360 No No
17088933 EMCFLOW 360 Yes No
16729377 EMCFLOW 360 No No
17066351 EMCFLOW 360 No No
17066352 EMCFLOW 360 No No
17066353 EMCFLOW 360 No No
16852816 EMCFLOW 360 No No
16819364 EMCFLOW 360 No No
17013019 EMCFLOW 360 No No
16973920 EMCFLOW 360 No No
17075773 EMCFLOW 360 No No
17066316 EMCFLOW 360 No No
17066317 EMCFLOW 360 No No
16845802 EMCFLOW 360 Yes No
17048177 EMCFLOW 360 No No
16981235 EMCFLOW 360 No No
17043885 EMCFLOW 360 No No
17027847 EMCFLOW 360 No No
16970384 EMCFLOW 360 No No
17022044 EMCFLOW 360 Yes No
17011194 EMCFLOW 360 No No
16813805 EMCFLOW 360 No No
16973915 EMCFLOW 360 No No
16798227 EMCFLOW 360 No No
16798228 EMCFLOW 360 No No
17014720 EMCFLOW 360 No No
17014728 EMCFLOW 360 No No
17014729 EMCFLOW 360 No No
17043851 EMCFLOW 360 Yes No
17043852 EMCFLOW 360 No No
16981205 EMCFLOW 360 No No
16839219 EMCFLOW 360 No No
16809499 EMCFLOW 360 Yes No
17022012 EMCFLOW 360 No No
17022018 EMCFLOW 360 No No
17011169 EMCFLOW 360 No No
16963072 EMCFLOW 360 No No
16826913 EMCFLOW 360 No No
16770788 EMCFLOW 360 Yes No
16968880 EMCFLOW 360 No No
17002422 EMCFLOW 360 No No
17011172 EMCFLOW 360 No No
17022028 EMCFLOW 360 No No
16826924 EMCFLOW 360 No No
16780918 EMCFLOW 360 Yes No
16839193 EMCFLOW 360 No No
16693393 EMCFLOW 360 No No
16981187 EMCFLOW 360 No No
16839194 EMCFLOW 360 No No
17077123 EMCFLOW 360 No No
16857340 EMCFLOW 360 No No
16857343 EMCFLOW 360 No No
16980464 EMCFLOW 360 No No
16980465 EMCFLOW 360 No No
16980466 EMCFLOW 360 No No
16980467 EMCFLOW 360 No No
17043838 EMCFLOW 360 No No
17043839 EMCFLOW 360 No No
16835637 EMCFLOW 360 Yes No
16775049 EMCFLOW 360 No No
16968851 EMCFLOW 360 No No
17011147 EMCFLOW 360 Yes No
17000293 EMCFLOW 360 No No
17043840 EMCFLOW 360 No No
17043845 EMCFLOW 360 No No
17043848 EMCFLOW 360 No No
16963056 EMCFLOW 360 No No
17011152 EMCFLOW 360 No No
17011153 EMCFLOW 360 No No
17011154 EMCFLOW 360 Yes No
17048035 EMCFLOW 360 No No
16819503 EMCFLOW 360 No No
16844299 EMCFLOW 360 No No
16968763 EMCFLOW 360 No No
16968764 EMCFLOW 360 No No
17011057 EMCFLOW 360 No No
17056066 EMCFLOW 360 No No
16770670 EMCFLOW 360 No No
17027719 EMCFLOW 360 No No
16823976 EMCFLOW 360 No No
16809397 EMCFLOW 360 No No
16968777 EMCFLOW 360 Yes No
16801406 EMCFLOW 360 No No
17056076 EMCFLOW 360 No No
16978904 EMCFLOW 360 No No
16978905 EMCFLOW 360 No No
16994945 EMCFLOW 360 No No
17002323 EMCFLOW 360 No No
16981122 EMCFLOW 360 No No
17056083 EMCFLOW 360 No No
17048065 EMCFLOW 360 No No
16981127 EMCFLOW 360 No No
16823994 EMCFLOW 360 Yes No
16681758 EMCFLOW 360 No No
17088783 EMCFLOW 360 Yes No
16994950 EMCFLOW 360 No No
16994954 EMCFLOW 360 No No
16994956 EMCFLOW 360 No No
16968795 EMCFLOW 360 No No
16994959 EMCFLOW 360 No No
17011088 EMCFLOW 360 No No
16981130 EMCFLOW 360 No No
16405824 EMCFLOW 360 No No
16845704 EMCFLOW 360 No No
16681760 EMCFLOW 360 No No
16826835 EMCFLOW 360 No No
16686057 EMCFLOW 360 No No
17088791 EMCFLOW 360 No No
16994961 EMCFLOW 360 No No
16994965 EMCFLOW 360 No No
16798946 EMCFLOW 360 No No
16994969 EMCFLOW 360 No No
17021217 EMCFLOW 360 No No
17027755 EMCFLOW 360 No No
16981145 EMCFLOW 360 No No
17048087 EMCFLOW 360 No No
16835593 EMCFLOW 360 No No
16994973 EMCFLOW 360 No No
17002357 EMCFLOW 360 Yes No
16981150 EMCFLOW 360 No No
17027761 EMCFLOW 360 No No
16981151 EMCFLOW 360 No No
16980424 EMCFLOW 360 No No
16826857 EMCFLOW 360 No No
16978940 EMCFLOW 360 No No
16994981 EMCFLOW 360 No No
16994984 EMCFLOW 360 No No
16965122 EMCFLOW 360 No No
16980434 EMCFLOW 360 No No
16845732 EMCFLOW 360 Yes No
17027776 EMCFLOW 360 No No
16994993 EMCFLOW 360 No No
16978956 EMCFLOW 360 No No
16994996 EMCFLOW 360 No No
17077103 EMCFLOW 360 No No
17077108 EMCFLOW 360 No No
16980446 EMCFLOW 360 No No
16980449 EMCFLOW 360 No No
16981179 EMCFLOW 360 No No
17077114 EMCFLOW 360 No No
17077117 EMCFLOW 360 No No
16845750 EMCFLOW 360 No No
16965147 EMCFLOW 360 No No
16965148 EMCFLOW 360 No No
16809334 EMCFLOW 360 No No
17088703 EMCFLOW 360 No No
17088705 EMCFLOW 360 No No
16788731 EMCFLOW 360 No No
17078587 EMCFLOW 360 No No
17011007 EMCFLOW 360 No No
16835501 EMCFLOW 360 No No
16823920 EMCFLOW 360 Yes No
17088712 EMCFLOW 360 No No
17088714 EMCFLOW 360 No No
17088717 EMCFLOW 360 No No
16984761 EMCFLOW 360 No No
17048000 EMCFLOW 360 No No
17048001 EMCFLOW 360 No No
17048004 EMCFLOW 360 No No
17048007 EMCFLOW 360 No No
16770632 EMCFLOW 360 No No
17088720 EMCFLOW 360 No No
16823933 EMCFLOW 360 No No
16968731 EMCFLOW 360 No No
16835522 EMCFLOW 480 No No
16984780 EMCFLOW 360 No No
16968744 EMCFLOW 360 No No
16968745 EMCFLOW 360 No No
16788765 EMCFLOW 360 No No
16968748 EMCFLOW 360 No No
17000184 EMCFLOW 360 No No
16809379 EMCFLOW 360 No No
17000190 EMCFLOW 360 No No
16984798 EMCFLOW 360 No No
17048032 EMCFLOW 360 No No
17130514 EMCFLOW 360 No No
17130515 EMCFLOW 360 No No
17130517 EMCFLOW 360 No No
16803652 EMCFLOW 360 No No
17057594 EMCFLOW 360 No No
16856686 EMCFLOW 360 No No
17130522 EMCFLOW 360 No No
17130523 EMCFLOW 360 No No
17021109 EMCFLOW 360 No No
16968698 EMCFLOW 360 No No
16981032 EMCFLOW 360 No No
16978822 EMCFLOW 360 No No
17088698 EMCFLOW 360 Yes No
16979556 EMCFLOW 360 No No
16835499 EMCFLOW 360 No No
16978833 EMCFLOW 360 No No
16732004 EMCFLOW 360 No No
16732007 EMCFLOW 360 No No
16852911 EMCFLOW 360 No No
16785034 EMCFLOW 360 No No
16785035 EMCFLOW 360 No No
16785038 EMCFLOW 360 No No
16826755 EMCFLOW 360 No No
16819466 EMCFLOW 360 No No
17065411 EMCFLOW 360 No No
16839079 EMCFLOW 360 Yes No
16978852 EMCFLOW 360 No No
16979581 EMCFLOW 360 No No
17021141 EMCFLOW 360 No No
17002270 EMCFLOW 360 No No
17077009 EMCFLOW 360 No No
16849202 EMCFLOW 360 No No
16729813 EMCFLOW 360 No No
17027688 EMCFLOW 360 No No
16845646 EMCFLOW 360 No No
17077017 EMCFLOW 360 No No
16981081 EMCFLOW 360 No No
16981083 EMCFLOW 360 No No
16819499 EMCFLOW 360 No No
17021166 EMCFLOW 360 No No
16980360 EMCFLOW 360 No No
16978881 EMCFLOW 360 No No
17005130 EMCFLOW 360 No No
17021170 EMCFLOW 360 No No
17021173 EMCFLOW 360 No No
17021175 EMCFLOW 360 Yes No
17077034 EMCFLOW 360 No No
16980376 EMCFLOW 360 No No
16852967 EMCFLOW 360 No No
16845677 EMCFLOW 360 No No
17005144 EMCFLOW 360 No No
17077041 EMCFLOW 360 No No
17078561 EMCFLOW 360 No No
16813777 EMCFLOW 360 No No
16984736 EMCFLOW 360 No No
16973887 EMCFLOW 360 No No
17000137 EMCFLOW 360 No No
17014697 EMCFLOW 360 No No
17000141 EMCFLOW 360 No No
16973898 EMCFLOW 360 No No
17000148 EMCFLOW 360 No No
16991394 EMCFLOW 360 No No
16856694 EMCFLOW 360 No No
16856697 EMCFLOW 360 No No
17075755 EMCFLOW 360 No No
16859537 EMCFLOW 360 No No
16853005 EMCFLOW 360 No No
16714741 EMCFLOW 360 No No
17088700 EMCFLOW 360 No No
17057561 EMCFLOW 360 No No
16849364 EMCFLOW 360 Yes No
16847908 EMCFLOW 360 No No
16856656 EMCFLOW 360 No No
16856661 EMCFLOW 360 No No
16857392 EMCFLOW 360 Yes No
17057579 EMCFLOW 360 No No
16857396 EMCFLOW 360 No No
16856667 EMCFLOW 360 No No
16803648 EMCFLOW 360 No No
16859509 EMCFLOW 360 No No
16849387 EMCFLOW 360 No No
16798836 EMCFLOW 360 No No
16978813 EMCFLOW 360 No No
16771251 EMCFLOW 360 No No
16809248 EMCFLOW 360 No No
16852179 EMCFLOW 360 No No
16984662 EMCFLOW 360 No No
16809250 EMCFLOW 360 No No
16809254 EMCFLOW 360 Yes No
16823836 EMCFLOW 480 No No
16984672 EMCFLOW 360 Yes No
16852192 EMCFLOW 360 No No
16968646 EMCFLOW 360 No No
16835432 EMCFLOW 360 No No
16809277 EMCFLOW 360 No No
17027602 EMCFLOW 360 No No
16819400 EMCFLOW 360 No No
16819409 EMCFLOW 360 No No
16979514 EMCFLOW 360 No No
16968663 EMCFLOW 360 No No
16968669 EMCFLOW 360 No No
17027614 EMCFLOW 360 No No
16826700 EMCFLOW 360 No No
16981007 EMCFLOW 360 No No
16981009 EMCFLOW 360 No No
16770578 EMCFLOW 360 No No
16728385 EMCFLOW 360 Yes No
17002220 EMCFLOW 360 No No
17027639 EMCFLOW 360 No No
17055992 EMCFLOW 360 Yes No
17047978 EMCFLOW 360 No No
16851417 EMCFLOW 360 No No
16973783 EMCFLOW 360 No No
16973784 EMCFLOW 360 No No
16778496 EMCFLOW 360 No No
17033420 EMCFLOW 360 Yes No
17033428 EMCFLOW 360 No No
16680158 EMCFLOW 360 Yes No
16973755 EMCFLOW 360 No No
16981776 EMCFLOW 360 No No
16973759 EMCFLOW 360 No No
17033430 EMCFLOW 360 No No
16962980 EMCFLOW 360 No No
16839867 EMCFLOW 360 No No
17021939 EMCFLOW 360 No No
16839870 EMCFLOW 360 No No
16847891 EMCFLOW 360 No No
16859474 EMCFLOW 360 No No
17021940 EMCFLOW 360 No No
17021947 EMCFLOW 360 No No
16813745 EMCFLOW 360 No No
17059573 EMCFLOW 360 No No
16859390 EMCFLOW 360 Yes No
16981783 EMCFLOW 360 No No
17047998 EMCFLOW 360 No No
16852228 EMCFLOW 360 No No
17021959 EMCFLOW 360 No No
17078546 EMCFLOW 360 No No
16973860 EMCFLOW 360 No No
16859491 EMCFLOW 360 No No
16973868 EMCFLOW 360 No No
17000119 EMCFLOW 360 No No
17014676 EMCFLOW 360 No No
16984723 EMCFLOW 360 No No
17000129 EMCFLOW 360 No No
16851406 EMCFLOW 360 No No
16718162 EMCFLOW 360 Yes No
17013849 EMCFLOW 360 No No
17059581 EMCFLOW 360 No No
16973779 EMCFLOW 360 No No
16983122 EMCFLOW 360 No No
16983127 EMCFLOW 360 No No
17003601 EMCFLOW 360 No No
17003605 EMCFLOW 360 No No
17005064 EMCFLOW 360 No No
16803427 EMCFLOW 360 No No
16983131 EMCFLOW 360 No No
16983133 EMCFLOW 360 No No
16983138 EMCFLOW 360 No No
16970826 EMCFLOW 360 No No
16849166 EMCFLOW 360 No No
16704373 EMCFLOW 360 No No
16856461 EMCFLOW 360 No No
16849171 EMCFLOW 360 No No
16856463 EMCFLOW 360 No No
16790858 EMCFLOW 360 No No
16974407 EMCFLOW 360 No No
16983159 EMCFLOW 360 No No
16807012 EMCFLOW 360 No No
17055933 EMCFLOW 360 No No
16803457 EMCFLOW 360 No No
17047918 EMCFLOW 360 Yes No
16775561 EMCFLOW 360 Yes No
17047919 EMCFLOW 360 No No
16847734 EMCFLOW 360 No No
16856483 EMCFLOW 360 No No
16847738 EMCFLOW 360 No No
16970859 EMCFLOW 360 No No
16803463 EMCFLOW 360 No No
16974422 EMCFLOW 360 No No
17055944 EMCFLOW 360 No No
16983172 EMCFLOW 360 No No
16983173 EMCFLOW 360 No No
16790885 EMCFLOW 360 No No
16807037 EMCFLOW 360 Yes No
16803476 EMCFLOW 360 No No
16803477 EMCFLOW 360 No No
16774852 EMCFLOW 360 No No
17010952 EMCFLOW 360 No No
16813601 EMCFLOW 360 No No
16833203 EMCFLOW 360 No No
16803480 EMCFLOW 360 No No
17047941 EMCFLOW 360 No No
17055960 EMCFLOW 360 No No
16839743 EMCFLOW 360 Yes No
16833211 EMCFLOW 360 No No
16680127 EMCFLOW 360 No No
16803491 EMCFLOW 360 No No
17047952 EMCFLOW 360 No No
17075574 EMCFLOW 360 No No
17075578 EMCFLOW 360 No No
17033401 EMCFLOW 360 No No
17010975 EMCFLOW 360 No No
17010977 EMCFLOW 360 Yes No
17010978 EMCFLOW 360 No No
17010979 EMCFLOW 360 No No
16721855 EMCFLOW 360 No No
16973730 EMCFLOW 360 No No
17078419 EMCFLOW 360 No No
16974463 EMCFLOW 360 No No
16974467 EMCFLOW 360 No No
17010980 EMCFLOW 360 No No
16813635 EMCFLOW 360 No No
17078392 EMCFLOW 360 No No
16965691 EMCFLOW 360 No No
16851351 EMCFLOW 360 No No
17033394 EMCFLOW 360 No No
17052267 EMCFLOW 360 No No
16968530 EMCFLOW 360 No No
16835325 EMCFLOW 360 No No
16823744 EMCFLOW 360 No No
17042805 EMCFLOW 360 Yes No
16835335 EMCFLOW 360 No No
16835338 EMCFLOW 360 No No
16851382 EMCFLOW 360 No No
16823769 EMCFLOW 360 Yes No
16968562 EMCFLOW 360 No No
16846207 EMCFLOW 360 No No
17002111 EMCFLOW 360 No No
17034819 EMCFLOW 360 No No
16835366 EMCFLOW 360 No No
16978706 EMCFLOW 360 No No
17002125 EMCFLOW 360 No No
17002127 EMCFLOW 360 No No
16819334 EMCFLOW 360 No No
16846227 EMCFLOW 360 No No
17002130 EMCFLOW 360 No No
17002131 EMCFLOW 360 No No
17002133 EMCFLOW 360 No No
16968596 EMCFLOW 360 No No
16846235 EMCFLOW 360 No No
16661965 EMCFLOW 360 No No
16979450 EMCFLOW 360 No No
16978727 EMCFLOW 360 No No
16826640 EMCFLOW 360 No No
16729755 EMCFLOW 360 No No
17005054 EMCFLOW 360 Yes No
16844453 EMCFLOW 360 No No
16684076 EMCFLOW 360 No No
16692099 EMCFLOW 360 No No
17011210 EMCFLOW 360 Yes No
15999358 EMCFLOW 360 No No
17011215 EMCFLOW 360 No No
17000363 EMCFLOW 480 Yes No
17051931 EMCFLOW 360 No No
16835712 EMCFLOW 360 No No
16963125 EMCFLOW 360 No No
16970417 EMCFLOW 360 No No
17051831 EMCFLOW 360 No No
17051833 EMCFLOW 360 No No
17051835 EMCFLOW 360 No No
17060584 EMCFLOW 360 No No
17051839 EMCFLOW 360 No No
16852388 EMCFLOW 360 No No
16968833 EMCFLOW 360 No No
16968834 EMCFLOW 360 No No
16968835 EMCFLOW 360 No No
17011127 EMCFLOW 360 No No
16984974 EMCFLOW 360 No No
17003204 EMCFLOW 360 No No
17000370 EMCFLOW 360 No No
17003209 EMCFLOW 360 No No
17048210 EMCFLOW 360 No No
17055507 EMCFLOW 360 No No
17060691 EMCFLOW 360 No No
16835720 EMCFLOW 360 No No
16970423 EMCFLOW 360 No No
17021279 EMCFLOW 360 No No
16849330 EMCFLOW 360 No No
16965161 EMCFLOW 360 No No
16965162 EMCFLOW 360 No No
16980476 EMCFLOW 360 No No
16980478 EMCFLOW 360 No No
16965171 EMCFLOW 360 No No
16849356 EMCFLOW 360 No No
17011115 EMCFLOW 360 No No
17033468 EMCFLOW 360 No No
16968600 EMCFLOW 360 No No
16809229 EMCFLOW 360 No No
16984647 EMCFLOW 360 No No
17078486 EMCFLOW 360 No No
16984654 EMCFLOW 360 No No
16970655 EMCFLOW 360 No No
16990258 EMCFLOW 360 No No
16859110 EMCFLOW 360 Yes No
16991848 EMCFLOW 360 No No
16835304 EMCFLOW 360 No No
16731942 EMCFLOW 360 No No
16851337 EMCFLOW 360 No No
16731945 EMCFLOW 360 No No
17033376 EMCFLOW 360 No No
16974385 EMCFLOW 360 No No
16784927 EMCFLOW 360 No No
16974388 EMCFLOW 360 No No
17113525 EMCFLOW 360 No No
17013735 EMCFLOW 360 No No
16991806 EMCFLOW 360 No No
17013741 EMCFLOW 360 No No
17013746 EMCFLOW 360 No No
16991812 EMCFLOW 360 No No
16985253 EMCFLOW 360 No No
16991817 EMCFLOW 360 No No
17033358 EMCFLOW 360 Yes No
17078372 EMCFLOW 360 No No
16968502 EMCFLOW 360 No No
16985271 EMCFLOW 360 No No
16968506 EMCFLOW 360 No No
16776942 EMCFLOW 360 Yes No
16968508 EMCFLOW 360 No No
16838990 EMCFLOW 360 No No
16980984 EMCFLOW 360 No No
17009310 EMCFLOW 360 Yes No
17009314 EMCFLOW 360 Yes No
16859293 EMCFLOW 360 No No
17052212 EMCFLOW 480 No No
16983106 EMCFLOW 360 No No
16983107 EMCFLOW 360 No No
16856426 EMCFLOW 360 No No
16852868 EMCFLOW 360 Yes No
16978791 EMCFLOW 360 No No
17005040 EMCFLOW 360 No No
17005049 EMCFLOW 360 No No
16983115 EMCFLOW 360 No No
16970803 EMCFLOW 360 No No
16983117 EMCFLOW 360 No No
16844852 EMCFLOW 360 No No
17042477 EMCFLOW 360 No No
17042479 EMCFLOW 360 No No
16706864 EMCFLOW 360 No No
17053331 EMCFLOW 360 No No
17060621 EMCFLOW 360 No No
17053334 EMCFLOW 360 No No
17042480 EMCFLOW 360 No No
17060625 EMCFLOW 360 No No
17042481 EMCFLOW 360 No No
16965610 EMCFLOW 360 No No
16980921 EMCFLOW 360 No No
16985214 EMCFLOW 360 No No
16778341 EMCFLOW 360 Yes No
17060626 EMCFLOW 360 No No
16844406 EMCFLOW 360 No No
17042489 EMCFLOW 360 No No
17014868 EMCFLOW 360 No No
17078743 EMCFLOW 360 No No
16813959 EMCFLOW 360 No No
16979089 EMCFLOW 360 Yes No
17060633 EMCFLOW 360 No No
17060637 EMCFLOW 360 No No
17034474 EMCFLOW 360 No No
17014872 EMCFLOW 360 No No
17014873 EMCFLOW 360 No No
16788904 EMCFLOW 360 No No
16979098 EMCFLOW 360 No No
17014881 EMCFLOW 360 No No
16813975 EMCFLOW 360 No No
16813978 EMCFLOW 360 No No
17053361 EMCFLOW 360 No No
17051908 EMCFLOW 360 No No
17051909 EMCFLOW 360 No No
16791136 EMCFLOW 360 No No
16848004 EMCFLOW 360 Yes No
17053375 EMCFLOW 360 No No
16844442 EMCFLOW 360 Yes No
16963107 EMCFLOW 360 No No
16798789 EMCFLOW 360 No No
17055885 EMCFLOW 360 No No
16980925 EMCFLOW 360 No No
16965618 EMCFLOW 360 Yes No
16839664 EMCFLOW 360 No No
17013717 EMCFLOW 360 No No
16814269 EMCFLOW 360 No No
16985224 EMCFLOW 360 No No
16985226 EMCFLOW 360 No No
16846280 EMCFLOW 360 No No
17034887 EMCFLOW 360 No No
16849118 EMCFLOW 360 No No
17027599 EMCFLOW 360 No No
16819394 EMCFLOW 360 Yes No
16849124 EMCFLOW 360 No No
16790805 EMCFLOW 360 No No
16844838 EMCFLOW 360 No No
16718886 EMCFLOW 360 No No
17021075 EMCFLOW 360 No No
17065354 EMCFLOW 360 No No
16847691 EMCFLOW 360 No No
16814271 EMCFLOW 360 No No
16838950 EMCFLOW 360 No No
17059469 EMCFLOW 360 No No
17042473 EMCFLOW 360 No No
17034455 EMCFLOW 360 Yes No
17034456 EMCFLOW 360 Yes No
17042476 EMCFLOW 360 No No
16798348 EMCFLOW 360 No No
16767893 EMCFLOW 360 No No
17053313 EMCFLOW 360 No No
17034441 EMCFLOW 360 No No
17042461 EMCFLOW 360 No No
17042462 EMCFLOW 360 No No
17042463 EMCFLOW 360 No No
17042465 EMCFLOW 360 No No
17042467 EMCFLOW 360 No No
17034449 EMCFLOW 360 Yes No
17042469 EMCFLOW 360 No No
16813936 EMCFLOW 360 No No
17042470 EMCFLOW 360 No No
17042471 EMCFLOW 360 No No
17042472 EMCFLOW 360 No No
17016298 EMCFLOW 360 No No
17016299 EMCFLOW 360 No No
16707010 EMCFLOW 360 No No
16650154 EMCFLOW 360 No No
16974204 EMCFLOW 360 No No
17016274 EMCFLOW 360 No No
17014819 EMCFLOW 360 No No
16853107 EMCFLOW 360 No No
17016278 EMCFLOW 360 No No
17016279 EMCFLOW 360 No No
16798321 EMCFLOW 360 No No
16778721 EMCFLOW 360 No No
16798328 EMCFLOW 360 No No
17016285 EMCFLOW 360 No No
17016286 EMCFLOW 360 No No
16859651 EMCFLOW 360 No No
17033703 EMCFLOW 360 No No
17033709 EMCFLOW 360 No No
17042458 EMCFLOW 360 No No
16680436 EMCFLOW 360 No No
16859105 EMCFLOW 360 No No
16990246 EMCFLOW 360 No No
16809762 EMCFLOW 360 No No
17003416 EMCFLOW 360 No No
17065195 EMCFLOW 360 No No
16990235 EMCFLOW 360 No No
16809770 EMCFLOW 360 No No
16835936 EMCFLOW 360 No No
16851976 EMCFLOW 360 No No
17065181 EMCFLOW 360 No No
17065156 EMCFLOW 360 Yes No
17065157 EMCFLOW 360 Yes No
16790614 EMCFLOW 360 No No
16775311 EMCFLOW 360 Yes No
17065169 EMCFLOW 360 No No
16963317 EMCFLOW 360 No No
16809742 EMCFLOW 360 No No
16611653 EMCFLOW 360 No No
17065155 EMCFLOW 360 No No
17065135 EMCFLOW 360 No No
17034680 EMCFLOW 360 No No
17065137 EMCFLOW 360 No No
17060850 EMCFLOW 360 No No
16853358 EMCFLOW 360 No No
17065120 EMCFLOW 360 Yes No
17042690 EMCFLOW 360 No No
17034672 EMCFLOW 360 Yes No
16844612 EMCFLOW 360 No No
17034676 EMCFLOW 360 No No
16672655 EMCFLOW 360 No No
16853366 EMCFLOW 360 No No
16979298 EMCFLOW 360 No No
17065132 EMCFLOW 360 Yes No
17016494 EMCFLOW 360 No No
16853324 EMCFLOW 360 No No
16684208 EMCFLOW 360 No No
16979263 EMCFLOW 360 No No
17060814 EMCFLOW 480 No No
17034651 EMCFLOW 360 Yes No
17034652 EMCFLOW 360 No No
16853342 EMCFLOW 360 No No
16781172 EMCFLOW 360 No No
17042679 EMCFLOW 360 Yes No
16781176 EMCFLOW 360 No No
16806859 EMCFLOW 360 No No
17065119 EMCFLOW 360 No No
17042682 EMCFLOW 360 No No
16767346 BSRM 360 No No
16764908 BSRM 360 No No
16772805 BSRM 360 No No
16764992 BSRM 360 No No
16765008 BSRM 360 No No
16775731 BSRM 360 No No
16767392 BSRM 360 No No
16766938 BSRM 360 No No
16775840 BSRM 360 No No
16775846 BSRM 360 No No
16776334 BSRM 360 No No
16728116 BSRM 360 No No
17155780 EMCFLOW 360 Yes No
17155790 EMCFLOW 360 No No
17155792 EMCFLOW 360 No No
17155789 EMCFLOW 360 No No
17148479 EMCFLOW 360 No No
17148505 EMCFLOW 360 No No
17148523 EMCFLOW 360 No No
16201165 EMCFLOW 360 No No
16662821 EMCFLOW 360 No No
16686335 EMCFLOW 360 No No
16728198 BSRM 360 No No
16803158 BSRM 480 Yes No
16805684 BSRM 360 No No
16834874 BSRM 360 No No
16834928 BSRM 360 No No
16838545 BSRM 360 Yes No
16843946 BSRM 360 No No
16970301 BSRM 360 No No
16970334 BSRM 360 No No
16980281 BSRM 360 No No
16989889 BSRM 360 No No
16989986 BSRM 360 No No
16990989 BSRM 360 No No
16991073 BSRM 360 No No
16991093 BSRM 360 No No
16994581 BSRM 360 Yes No
16994873 BSRM 360 No No
17001451 BSRM 360 No No
17001485 BSRM 360 No No
17003057 BSRM 360 No No
17012527 BSRM 360 No No
17012540 BSRM 480 Yes No
17013342 BSRM 360 No No
17013379 BSRM 360 No No
17013389 BSRM 360 No No
17013396 BSRM 360 No No
17020995 BSRM 360 Yes No
17021862 BSRM 360 No No
17056977 BSRM 360 No No
17057197 BSRM 360 No No
17058951 BSRM 360 No No
17060401 BSRM 360 Yes No
16711103 EMCFLOW 360 No No
16728589 EMCFLOW 360 No No
16723657 EMCFLOW 360 Yes No
16723823 EMCFLOW 360 No No
16728227 EMCFLOW 360 Yes No
16813644 EMCFLOW 360 No No
16813655 EMCFLOW 360 No No
16813744 EMCFLOW 360 No No
16813758 EMCFLOW 360 No No
16813872 EMCFLOW 360 No No
16859255 EMCFLOW 360 No No
16853032 EMCFLOW 360 No No
16853085 EMCFLOW 360 Yes No
16853132 EMCFLOW 360 No No
16853386 EMCFLOW 360 No No
16856679 EMCFLOW 360 No No
16856816 EMCFLOW 360 No No
16857003 EMCFLOW 360 No No
16857324 EMCFLOW 360 No No
16857347 EMCFLOW 360 No No
16849355 EMCFLOW 360 No No
16857420 EMCFLOW 360 No No
16857435 EMCFLOW 360 No No
16857494 EMCFLOW 360 No No
16857496 EMCFLOW 360 No No
16857573 EMCFLOW 360 No No
16857580 EMCFLOW 360 No No
16849577 EMCFLOW 360 No No
16851184 EMCFLOW 360 No No
16851270 EMCFLOW 360 No No
16851389 EMCFLOW 360 No No
16857676 EMCFLOW 360 No No
16859115 EMCFLOW 360 No No
16859237 EMCFLOW 360 No No
16859343 EMCFLOW 360 No No
16859472 EMCFLOW 360 No No
16859510 EMCFLOW 360 No No
16963095 EMCFLOW 360 No No
16963238 EMCFLOW 360 No No
16851421 EMCFLOW 360 No No
16851910 EMCFLOW 360 No No
16851917 EMCFLOW 360 No No
16852022 EMCFLOW 360 No No
16852105 EMCFLOW 360 No No
16852146 EMCFLOW 360 No No
16852218 EMCFLOW 360 No No
16852368 EMCFLOW 360 No No
16852729 EMCFLOW 360 No No
16852995 EMCFLOW 360 No No
16981788 EMCFLOW 360 No No
16984699 EMCFLOW 360 No No
16984728 EMCFLOW 360 No No
16984753 EMCFLOW 360 No No
16984799 EMCFLOW 360 Yes No
16984865 EMCFLOW 360 No No
16984874 EMCFLOW 360 Yes No
15655556 EMCFLOW 360 No No
16856495 EMCFLOW 360 No No
16856635 EMCFLOW 360 Yes No
16670123 BSRM 360 No No
16574641 BSRM 480 No No
16851198 EMCFLOW 360 No No
16846272 EMCFLOW 360 No No
16846305 EMCFLOW 360 No No
17033229 EMCFLOW 360 No No
16824070 EMCFLOW 360 No No
16801501 EMCFLOW 360 No No
16803465 EMCFLOW 360 No No
16789079 EMCFLOW 360 No No
16809409 EMCFLOW 360 No No
16778911 EMCFLOW 360 No No
16775175 EMCFLOW 360 No No
17016601 EMCFLOW 360 No No
16771216 EMCFLOW 360 No No
16718135 EMCFLOW 360 No No
16983181 EMCFLOW 360 No No
16974105 EMCFLOW 360 Yes No
16376240 EMCFLOW 360 No No
16692757 EMCFLOW 360 No No
16384090 EMCFLOW 360 No No
17171504 EMCFLOW 360 No No
17171507 EMCFLOW 360 No No
17171512 EMCFLOW 360 No No
17171514 EMCFLOW 360 No No
17141651 BSRM 360 No No
17141814 BSRM 360 No No
17150145 BSRM 360 No No
17148207 BSRM 360 Yes No
17154203 BSRM 360 No No
17154243 BSRM 360 Yes No
17155305 BSRM 360 Yes No
17155264 BSRM 360 No No
17148236 BSRM 360 No No
17148137 BSRM 360 No No
17148268 BSRM 360 No No
17159851 BSRM 360 No No
17159927 BSRM 360 No No
17168635 BSRM 360 No No
17170477 BSRM 360 No No
17113048 BSRM 360 No No
17127987 BSRM 360 No No
17127804 BSRM 360 Yes No
17128045 BSRM 360 Yes No
17128141 BSRM 360 No No
17128187 BSRM 360 Yes No
17127864 BSRM 360 No No
17128264 BSRM 360 No No
17129887 BSRM 360 No No
17129924 BSRM 360 No No
17129955 BSRM 360 No No
17129787 BSRM 360 No No
17132459 BSRM 360 No No
17132544 BSRM 480 No No
17132570 BSRM 360 No No
17132571 BSRM 360 No No
17132580 BSRM 360 No No
17132635 BSRM 360 No No
17141722 BSRM 360 No No
17075185 BSRM 360 No No
17074960 BSRM 360 No No
17076352 BSRM 360 No No
17076452 BSRM 360 No No
17076459 BSRM 360 No No
17076365 BSRM 360 No No
17076509 BSRM 360 No No
17076601 BSRM 480 No No
17077698 BSRM 360 No No
17077702 BSRM 360 No No
17077723 BSRM 360 No No
17077775 BSRM 360 No No
17077817 BSRM 360 No No
17088291 BSRM 360 No No
17088354 BSRM 360 Yes No
17088249 BSRM 360 No No
17064711 BSRM 360 No No
17064717 BSRM 360 No No
17064722 BSRM 360 No No
17064702 BSRM 360 Yes No
17064930 BSRM 360 No No
17066030 BSRM 360 No No
17112899 BSRM 360 No No
17104587 BSRM 360 Yes No
17066050 BSRM 360 No No
17065923 BSRM 360 No No
17075018 BSRM 360 No No
17075030 BSRM 360 No No
17075043 BSRM 360 No No
17075080 BSRM 360 No No
17074933 BSRM 360 No No
17074939 BSRM 360 No No
17088701 EMCFLOW 360 No No
17088959 EMCFLOW 480 Yes No
17089048 EMCFLOW 360 No No
17113393 EMCFLOW 360 No No
17128613 EMCFLOW 360 Yes No
17075826 EMCFLOW 360 No No
17076899 EMCFLOW 360 No No
17078178 EMCFLOW 360 No No
17078201 EMCFLOW 360 No No
17078318 EMCFLOW 360 No No
17078579 EMCFLOW 360 Yes No
17078632 EMCFLOW 360 No No
16718064 BSRM 360 Yes No
16695692 BSRM 360 No No
16697311 BSRM 360 No No
16681126 BSRM 360 Yes No
16681171 BSRM 360 No No
15892542 EMCFLOW 360 No No
16684027 EMCFLOW 360 Yes No
16665531 EMCFLOW 360 No No
16665923 EMCFLOW 360 No No
16672909 EMCFLOW 360 No No
16641299 EMCFLOW 360 No No
16648707 EMCFLOW 360 Yes No
16628995 EMCFLOW 360 No No
17048086 EMCFLOW 360 No No
17051888 EMCFLOW 360 No No
17051899 EMCFLOW 360 No No
17051936 EMCFLOW 360 No No
17052148 EMCFLOW 360 No No
17052161 EMCFLOW 360 No No
17053276 EMCFLOW 360 Yes No
17053290 EMCFLOW 360 No No
17055951 EMCFLOW 360 No No
17057756 EMCFLOW 360 Yes No
17057861 EMCFLOW 360 No No
17059294 EMCFLOW 360 No No
17059410 EMCFLOW 360 No No
17059476 EMCFLOW 360 No No
17060783 EMCFLOW 360 No No
17065264 EMCFLOW 360 No No
17066389 EMCFLOW 360 No No
17066513 EMCFLOW 360 No No
16985207 EMCFLOW 360 No No
16985230 EMCFLOW 360 No No
16990161 EMCFLOW 360 No No
16990290 EMCFLOW 360 No No
16991451 EMCFLOW 360 No No
16991471 EMCFLOW 360 No No
16991620 EMCFLOW 360 No No
16991624 EMCFLOW 360 No No
16991630 EMCFLOW 360 No No
16994939 EMCFLOW 360 No No
16994953 EMCFLOW 360 No No
16995112 EMCFLOW 360 No No
16995217 EMCFLOW 360 No No
16995366 EMCFLOW 360 No No
17000210 EMCFLOW 360 No No
17000416 EMCFLOW 360 No No
17002334 EMCFLOW 360 No No
17003261 EMCFLOW 360 No No
17011196 EMCFLOW 360 No No
17011225 EMCFLOW 360 No No
17011286 EMCFLOW 360 Yes No
17012666 EMCFLOW 360 No No
17012860 EMCFLOW 360 No No
17012920 EMCFLOW 360 No No
17012983 EMCFLOW 360 No No
17013485 EMCFLOW 360 No No
17013489 EMCFLOW 360 No No
17013563 EMCFLOW 360 No No
17013594 EMCFLOW 360 No No
17013853 EMCFLOW 360 No No
17014963 EMCFLOW 360 No No
17014998 EMCFLOW 360 No No
17015159 EMCFLOW 360 No No
17016288 EMCFLOW 360 No No
17016527 EMCFLOW 360 No No
17021066 EMCFLOW 360 No No
17021139 EMCFLOW 360 No No
17021160 EMCFLOW 360 No No
17021294 EMCFLOW 360 No No
17021943 EMCFLOW 360 No No
17022181 EMCFLOW 360 Yes No
17022185 EMCFLOW 360 No No
17022264 EMCFLOW 360 No No
17027584 EMCFLOW 360 No No
17027708 EMCFLOW 360 No No
17033177 EMCFLOW 360 No No
17033250 EMCFLOW 360 No No
17033283 EMCFLOW 360 No No
17033364 EMCFLOW 360 No No
17034538 EMCFLOW 360 No No
17034659 EMCFLOW 360 No No
17034761 EMCFLOW 360 No No
17034793 EMCFLOW 360 No No
17042406 EMCFLOW 360 No No
17042414 EMCFLOW 360 No No
17042459 EMCFLOW 360 No No
17042563 EMCFLOW 360 No No
17042719 EMCFLOW 360 No No
17042815 EMCFLOW 360 No No
17043826 EMCFLOW 360 No No
17043837 EMCFLOW 360 Yes No
17043872 EMCFLOW 360 No No
17044015 EMCFLOW 360 No No
17044124 EMCFLOW 360 No No
16965132 EMCFLOW 360 No No
16965320 EMCFLOW 360 No No
16965330 EMCFLOW 360 No No
16965368 EMCFLOW 360 No No
16965438 EMCFLOW 360 No No
16965545 EMCFLOW 360 No No
16968357 EMCFLOW 360 No No
16968686 EMCFLOW 360 No No
16968696 EMCFLOW 360 No No
16970477 EMCFLOW 360 No No
16970485 EMCFLOW 360 No No
16970618 EMCFLOW 360 No No
16970847 EMCFLOW 360 No No
16970959 EMCFLOW 360 No No
16973767 EMCFLOW 360 No No
16973794 EMCFLOW 360 No No
16973806 EMCFLOW 360 No No
16973902 EMCFLOW 360 No No
16973956 EMCFLOW 360 No No
16974227 EMCFLOW 360 No No
16974340 EMCFLOW 360 No No
16974401 EMCFLOW 360 No No
16974465 EMCFLOW 360 No No
16974475 EMCFLOW 360 No No
16978685 EMCFLOW 360 No No
16978750 EMCFLOW 360 No No
16978908 EMCFLOW 360 No No
16979114 EMCFLOW 360 No No
16979176 EMCFLOW 360 No No
16979205 EMCFLOW 360 No No
16979227 EMCFLOW 360 No No
16979292 EMCFLOW 360 No No
16979306 EMCFLOW 360 No No
16980491 EMCFLOW 360 No No
16980687 EMCFLOW 360 No No
16980761 EMCFLOW 360 No No
16980789 EMCFLOW 360 No No
16981014 EMCFLOW 360 No No
16981029 EMCFLOW 360 No No
16981342 EMCFLOW 360 No No
16981482 EMCFLOW 360 No No
16840011 EMCFLOW 360 No No
16840148 EMCFLOW 360 No No
16840186 EMCFLOW 360 No No
16840278 EMCFLOW 360 No No
16844295 EMCFLOW 360 No No
16844314 EMCFLOW 360 No No
16844721 EMCFLOW 360 No No
16845594 EMCFLOW 360 No No
16845707 EMCFLOW 360 No No
16845774 EMCFLOW 360 No No
16845892 EMCFLOW 360 No No
16846190 EMCFLOW 360 No No
16847604 EMCFLOW 360 No No
16847609 EMCFLOW 360 No No
16847704 EMCFLOW 360 No No
16847868 EMCFLOW 480 No No
16847991 EMCFLOW 360 No No
16848012 EMCFLOW 360 No No
16848063 EMCFLOW 360 No No
16849031 EMCFLOW 360 No No
16849236 EMCFLOW 360 No No
16849286 EMCFLOW 360 Yes No
16849313 EMCFLOW 360 No No
16832780 EMCFLOW 360 No No
16835345 EMCFLOW 360 No No
16835361 EMCFLOW 360 No No
16835401 EMCFLOW 360 No No
16835481 EMCFLOW 360 No No
16835613 EMCFLOW 360 Yes No
16835738 EMCFLOW 360 No No
16835824 EMCFLOW 360 No No
16835870 EMCFLOW 360 No No
16838873 EMCFLOW 360 No No
16839137 EMCFLOW 360 No No
16839188 EMCFLOW 360 Yes No
16839852 EMCFLOW 360 No No
16819373 EMCFLOW 360 Yes No
16819397 EMCFLOW 360 Yes No
16819425 EMCFLOW 360 No No
16819553 EMCFLOW 360 No No
16819641 EMCFLOW 360 No No
16823742 EMCFLOW 360 No No
16823893 EMCFLOW 360 No No
16823980 EMCFLOW 360 No No
16824026 EMCFLOW 360 No No
16824159 EMCFLOW 360 No No
16826804 EMCFLOW 360 No No
16826805 EMCFLOW 360 No No
16826849 EMCFLOW 360 No No
16826908 EMCFLOW 360 No No
16814187 EMCFLOW 360 No No
16819212 EMCFLOW 360 No No
16819278 EMCFLOW 360 No No
16819279 EMCFLOW 360 Yes No
16806809 EMCFLOW 360 Yes No
16806829 EMCFLOW 360 No No
16806954 EMCFLOW 360 No No
16806992 EMCFLOW 360 No No
16807183 EMCFLOW 360 No No
16807251 EMCFLOW 360 No No
16807279 EMCFLOW 360 No No
16807305 EMCFLOW 360 No No
16807349 EMCFLOW 360 No No
16809653 EMCFLOW 360 No No
16809671 EMCFLOW 360 Yes No
16809829 EMCFLOW 360 No No
16801614 EMCFLOW 360 No No
16801642 EMCFLOW 360 No No
16803512 EMCFLOW 360 No No
16798799 EMCFLOW 360 No No
16801513 EMCFLOW 360 No No
16798268 EMCFLOW 360 No No
16798635 EMCFLOW 360 No No
16798206 EMCFLOW 360 No No
16790918 EMCFLOW 360 No No
16791062 EMCFLOW 360 No No
16789037 EMCFLOW 360 No No
16789086 EMCFLOW 360 No No
16790388 EMCFLOW 360 No No
16790417 EMCFLOW 360 No No
16790616 EMCFLOW 360 No No
16781210 EMCFLOW 360 No No
16781323 EMCFLOW 360 No No
16784784 EMCFLOW 360 No No
16784980 EMCFLOW 360 No No
16786199 EMCFLOW 360 No No
16786228 EMCFLOW 360 No No
16788554 EMCFLOW 360 No No
16788598 EMCFLOW 360 No No
16788647 EMCFLOW 360 No No
16788727 EMCFLOW 360 No No
16777114 EMCFLOW 360 No No
16771982 EMCFLOW 360 No No
16770800 EMCFLOW 360 No No
16774944 EMCFLOW 360 No No
16768047 EMCFLOW 360 No No
16768354 EMCFLOW 360 No No
16729896 EMCFLOW 360 No No
16731785 EMCFLOW 360 No No
16731813 EMCFLOW 360 No No
16731953 EMCFLOW 360 No No
16729579 EMCFLOW 360 No No
16765326 EMCFLOW 360 Yes No
16721969 EMCFLOW 360 No No
16721971 EMCFLOW 360 No No
16704342 EMCFLOW 360 Yes No
16681413 EMCFLOW 360 No No
16540307 EMCFLOW 360 No No
17090584 MID AMERICA BANK 360 No No
17090585 MID AMERICA BANK 360 No No
17090586 MID AMERICA BANK 360 No No
17090587 MID AMERICA BANK 360 No No
17090593 MID AMERICA BANK 360 No No
17090597 MID AMERICA BANK 360 No No
17090599 MID AMERICA BANK 360 No No
17090600 MID AMERICA BANK 360 No No
17090602 MID AMERICA BANK 360 No No
17090603 MID AMERICA BANK 360 No No
17090605 MID AMERICA BANK 360 No No
17090606 MID AMERICA BANK 360 No No
17090608 MID AMERICA BANK 360 No No
17090609 MID AMERICA BANK 360 No No
17090610 MID AMERICA BANK 360 No No
17090611 MID AMERICA BANK 360 No No
17090612 MID AMERICA BANK 360 No No
17090614 MID AMERICA BANK 360 No No
17090615 MID AMERICA BANK 360 No No
17090616 MID AMERICA BANK 360 No No
17090617 MID AMERICA BANK 360 No No
17090618 MID AMERICA BANK 360 No No
17090619 MID AMERICA BANK 360 No No
17090621 MID AMERICA BANK 360 No No
17090578 MID AMERICA BANK 360 No No
17090579 MID AMERICA BANK 360 No No
17090580 MID AMERICA BANK 360 No No
17090581 MID AMERICA BANK 360 No No
17090583 MID AMERICA BANK 360 No No
17059647 MID AMERICA BANK 360 No No
17059654 MID AMERICA BANK 360 No No
17059656 MID AMERICA BANK 360 No No
17059657 MID AMERICA BANK 360 No No
17059659 MID AMERICA BANK 360 No No
17059665 MID AMERICA BANK 360 Yes No
17059670 MID AMERICA BANK 360 No No
17059673 MID AMERICA BANK 360 No No
17059675 MID AMERICA BANK 360 No No
17059677 MID AMERICA BANK 360 No No
17059682 MID AMERICA BANK 360 No No
17059686 MID AMERICA BANK 360 No No
17090569 MID AMERICA BANK 360 No No
17090570 MID AMERICA BANK 360 No No
17090571 MID AMERICA BANK 360 No No
17090573 MID AMERICA BANK 360 No No
17090574 MID AMERICA BANK 360 No No
17015984 MID AMERICA BANK 360 No No
17015985 MID AMERICA BANK 360 No No
17015988 MID AMERICA BANK 360 No No
17015989 MID AMERICA BANK 360 No No
17015970 MID AMERICA BANK 360 No No
17015972 MID AMERICA BANK 360 No No
17015976 MID AMERICA BANK 360 No No
17015980 MID AMERICA BANK 360 No No
17015964 MID AMERICA BANK 360 No No
17015965 MID AMERICA BANK 360 No No
17015968 MID AMERICA BANK 360 No No
17015951 MID AMERICA BANK 360 No No
17015954 MID AMERICA BANK 360 No No
16966663 MID AMERICA BANK 360 Yes No
16789095 MID AMERICA BANK 360 No Yes
16789101 MID AMERICA BANK 360 No Yes
16789117 MID AMERICA BANK 360 No Yes
16789124 MID AMERICA BANK 360 No Yes
16789126 MID AMERICA BANK 360 No Yes
16839342 MID AMERICA BANK 360 No No
16964633 MID AMERICA BANK 360 Yes No
16964635 MID AMERICA BANK 360 No No
16964917 MID AMERICA BANK 360 No No
16964918 MID AMERICA BANK 360 No No
16964919 MID AMERICA BANK 360 No No
16964921 MID AMERICA BANK 360 No No
16964922 MID AMERICA BANK 360 No No
16964925 MID AMERICA BANK 360 No No
16964929 MID AMERICA BANK 360 No No
16964931 MID AMERICA BANK 360 No No
16964934 MID AMERICA BANK 360 No No
16964936 MID AMERICA BANK 360 No No
16964940 MID AMERICA BANK 360 No No
16964944 MID AMERICA BANK 360 No No
16964947 MID AMERICA BANK 360 No No
16964949 MID AMERICA BANK 360 No No
16964953 MID AMERICA BANK 360 No No
16549174 OHIO SAVINGS BANK 360 No No
16549176 OHIO SAVINGS BANK 360 No No
16549198 OHIO SAVINGS BANK 360 No No
16549228 OHIO SAVINGS BANK 360 No No
16549246 OHIO SAVINGS BANK 360 No No
16549111 OHIO SAVINGS BANK 360 No No
16770431 MID AMERICA BANK 360 No No
16770436 MID AMERICA BANK 360 No No
16770441 MID AMERICA BANK 360 No No
16770442 MID AMERICA BANK 360 No No
16770453 MID AMERICA BANK 360 No No
16770462 MID AMERICA BANK 360 No No
16770478 MID AMERICA BANK 360 No No
16770482 MID AMERICA BANK 360 No No
16685373 MID AMERICA BANK 360 No No
16685378 MID AMERICA BANK 360 No No
16685382 MID AMERICA BANK 360 No No
16685405 MID AMERICA BANK 360 No No
17043285 XXXXXX XXXX 360 No No
17043286 XXXXXX XXXX 360 Yes No
17043287 XXXXXX XXXX 360 Yes No
17043288 XXXXXX XXXX 360 Yes No
17043290 XXXXXX XXXX 360 Yes No
17043291 XXXXXX XXXX 360 Yes No
17043297 XXXXXX XXXX 360 No No
17044150 XXXXXX XXXX 360 No No
17044151 XXXXXX XXXX 360 Yes No
17044152 XXXXXX XXXX 360 Yes No
17044154 XXXXXX XXXX 360 No No
17044157 XXXXXX XXXX 360 No No
17044158 XXXXXX XXXX 360 Yes No
17044159 XXXXXX XXXX 360 Yes No
17044160 XXXXXX XXXX 360 Yes No
17044164 XXXXXX XXXX 360 Yes No
17044167 XXXXXX XXXX 360 No No
17044168 XXXXXX XXXX 360 No No
17044169 XXXXXX XXXX 360 No No
17044171 XXXXXX XXXX 360 No No
17044173 XXXXXX XXXX 360 No No
17044175 XXXXXX XXXX 360 Yes No
17044176 XXXXXX XXXX 360 Yes No
17044177 XXXXXX XXXX 360 No No
17044179 XXXXXX XXXX 360 No No
17044181 XXXXXX XXXX 360 No No
17044188 XXXXXX XXXX 360 No No
17044190 XXXXXX XXXX 360 No No
17044192 XXXXXX XXXX 360 No No
17044193 XXXXXX XXXX 360 No No
17044194 XXXXXX XXXX 360 No No
17044196 XXXXXX XXXX 360 No No
17044197 XXXXXX XXXX 360 No No
17044198 XXXXXX XXXX 360 No No
17044202 XXXXXX XXXX 360 No No
17044203 XXXXXX XXXX 360 No No
17044204 XXXXXX XXXX 360 No No
17010310 WELLSFARGO 360 No No
16042804 IMPAC MORTGAGE 360 No No
16007584 IMPAC MORTGAGE 360 No No
16827098 COUNTRYWIDE 360 No No
16808510 COUNTRYWIDE 360 No No
16809118 COUNTRYWIDE 360 No No
16371331 COUNTRYWIDE 360 No No
16639255 COUNTRYWIDE 480 No No
16639353 COUNTRYWIDE 480 No No
16639413 COUNTRYWIDE 480 No No
16635046 COUNTRYWIDE 480 No Yes
16639384 COUNTRYWIDE 480 No Yes
16639419 COUNTRYWIDE 480 No Yes
16019600 IMPAC MORTGAGE 360 No No
16019608 IMPAC MORTGAGE 360 Yes No
16042899 IMPAC MORTGAGE 360 Yes No
16066059 IMPAC MORTGAGE 360 No No
16019401 IMPAC MORTGAGE 360 No No
16019483 IMPAC MORTGAGE 360 No No
16019495 IMPAC MORTGAGE 360 No No
16019534 IMPAC MORTGAGE 360 No No
16244518 AMERICAN MORTGAGE EXPRESS 360 No No
16007546 IMPAC MORTGAGE 360 No No
16007547 IMPAC MORTGAGE 360 No No
16007593 IMPAC MORTGAGE 360 No No
16007818 IMPAC MORTGAGE 360 No No
16007856 IMPAC MORTGAGE 360 No No
16008101 IMPAC MORTGAGE 360 No No
16008103 IMPAC MORTGAGE 360 No No
16008136 IMPAC MORTGAGE 360 No No
16008389 IMPAC MORTGAGE 360 Yes No
16008441 IMPAC MORTGAGE 360 Yes No
16008456 IMPAC MORTGAGE 360 No No
16008488 IMPAC MORTGAGE 360 No No
16008913 IMPAC MORTGAGE 360 No No
16005546 IMPAC MORTGAGE 360 No No
16005738 IMPAC MORTGAGE 360 No No
16005896 IMPAC MORTGAGE 360 Yes No
16005986 IMPAC MORTGAGE 360 Yes No
16006608 IMPAC MORTGAGE 360 No No
16006628 IMPAC MORTGAGE 360 Yes No
16006956 IMPAC MORTGAGE 360 No No
16006963 IMPAC MORTGAGE 360 No No
16006967 IMPAC MORTGAGE 360 Yes No
16007143 IMPAC MORTGAGE 360 Yes No
16007219 IMPAC MORTGAGE 360 Yes No
16007306 IMPAC MORTGAGE 360 No No
16007353 IMPAC MORTGAGE 360 No No
16007421 IMPAC MORTGAGE 360 No No
16626226 HOMEBANC 300 Yes No
16146829 AMERICAN HOME MORTGAGE 360 No No
16146845 AMERICAN HOME MORTGAGE 360 No No
16846473 WELLSFARGO 360 No No
16068545 SILVER STATE FINANCIAL 360 No No
16068583 SILVER STATE FINANCIAL 360 No No
16549131 OHIO SAVINGS BANK 360 No No
16146841 AMERICAN HOME MORTGAGE 360 No No
16802019 HSBCMORTGAGE 360 Yes No
16802024 HSBCMORTGAGE 360 Yes No
16840735 WELLSFARGO 360 No Yes
16840990 WELLSFARGO 360 No Yes
16840992 WELLSFARGO 360 No Yes
16841050 WELLSFARGO 360 No Yes
16846458 WELLSFARGO 360 No Yes
16846467 WELLSFARGO 360 No Yes
16846616 WELLSFARGO 360 No Yes
16846652 WELLSFARGO 360 No Yes
16846662 WELLSFARGO 360 No Yes
16846669 WELLSFARGO 360 No Yes
16846689 WELLSFARGO 360 No Yes
16846742 WELLSFARGO 360 No Yes
16846772 WELLSFARGO 360 No Yes
16846856 WELLSFARGO 360 No Yes
16649313 XXXXXX XXXX 360 No No
EXHIBIT C
[RESERVED]
EXHIBIT D-1
REQUEST FOR RELEASE OF DOCUMENTS
To: Treasury Bank, A Division of Countrywide Bank FSB
0000 X. Xxx Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
E-mail: xxxxxxxx@xxxxxxxxxxxx.xxx
RE: Custodial Agreement, dated as of April 30, 2007 among Structured Asset Mortgage Investments II Inc., as depositor, Xxxxx
Fargo Bank, National Association as master servicer and securities administrator, Treasury Bank, a division of Countrywide
Bank, FSB, as custodian and Citibank, N.A., as trustee, issuing Bear Xxxxxxx Alt-A Trust 2007-3, Mortgage Pass-Through
Certificates, Series 2007-3
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 D-2
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, National Association
0000 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: BSALTA 2007-3
Telecopier: (000) 000-0000
RE: Custodial Agreement, dated as of April 30, 2007 among Structured Asset Mortgage Investments II Inc., as depositor, Xxxxx
Fargo Bank, National Association as master servicer and securities administrator, Xxxxx Fargo Bank, National Association as
custodian and Citibank, N.A., as trustee, issuing Bear Xxxxxxx Alt-A Trust 2007-3, Mortgage Pass-Through Certificates,
Series 2007-3
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 E
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section 860E(e)(4) of the Internal Revenue
Code of 1986, as amended, and for other purposes
STATE OF )
)ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (record or beneficial owner of the Bear Xxxxxxx ALT-A Trust
2007-3, Mortgage Pass-Through Certificates, Series 2007-3, Class R-__ Certificates) (the "Class R Certificates") (the "Owner"), a
[savings institution] [corporation] duly organized and existing under the laws of [the State of _____] [the United States], on behalf
of which he makes this affidavit.
2. That the Owner (i) is not and will not be as of [Closing Date][date of purchase] a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing large
partnership" within the meaning of Section 775 of the Code, (ii) will endeavor to remain other than a disqualified organization and
an electing large partnership for so long as it retains its ownership in the Class R Certificates and (iii) is acquiring the Class R
Certificates for its own account or for the account of another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large
partnership under Section 775 of the Code, the United States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is
generally exempt from federal income tax unless such organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R Certificates to disqualified
organizations or electing large partnerships under the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor (or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise
liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to 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.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R Certificates if
either the pass-through entity is an electing large partnership under Section 775 of the Code or if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder of an interest in such entity. (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.)
5. That the Owner is aware that the Securities Administrator will not register the transfer of any Class R
Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such transfer
if it knows or believes that any of the representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the
provisions of Section 5.05 of the Pooling and Servicing Agreement under which the Class R Certificates were issued. The Owner
expressly agrees to be bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is # _______________.
9. This affidavit and agreement relates only to the Class R Certificates held by the Owner and not to any
other holder of the Class R Certificates. The Owner understands that the liabilities described herein relate only to the Class R
Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R Certificates by the Owner is or
will be to impede the assessment or collection of any tax; in making this representation, the Owner warrants that the Owner is
familiar with (i) Treasury Regulation Section 1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and (ii)
the preamble describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1.
11. That the Owner has no present knowledge or expectation that it will be unable to pay any United States
taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the Owner intends to pay taxes associated with holding such
Class R Certificates as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated
by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a corporation, partnership or other entity created
or organized in, or under the laws of, the United States or any political subdivision thereof, or an estate or trust whose income
from sources without the United States is includable 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.
14. The Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable to a
foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the Owner or another United
States taxpayer.
15. (a) The Purchaser hereby certifies, represents and warrants to, and covenants with the Company, the Trustee, the
Securities Administrator and the Master Servicer that the Certificates (i) are not being acquired by, and will not be transferred to,
any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective
investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is
subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"),
(ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.
?Section 2510.3-101 or otherwise under ERISA, and (iii) will not be transferred to any entity that is deemed to be investing "plan
assets" within the meaning of the DOL regulation, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA; or (b) the Owner will provide
the Securities Administrator with an Opinion of Counsel acceptable to and in form and substance satisfactory to the Securities
Administrator to the effect that the purchase of Certificates is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee, the Company, the Securities
Administrator or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee,
the Securities Administrator and the Master Servicer that the Owner will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and Servicing
Agreement.
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 of Officer]
[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 executed the same as his
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 F-1
FORM OF INVESTMENT LETTER (NON-RULE 144A)
______________,200___
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Alt-A Trust 2007-3
Re: Bear Xxxxxxx Alt-A Trust 2007-3
Mortgage Pass-Through Certificates, Series 2007-3, Class [ ]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller") $_________ initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 2007-3, Class _____ (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April 1, 2007 among Structured Asset Mortgage
Investments II Inc., as depositor (the "Seller"), EMC Mortgage Corporation, Xxxxx Fargo Bank, National Association, as master
servicer and securities administrator, Federal National Mortgage Association, as guarantor (the "Guarantor") and Citibank, N.A., as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Seller and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the Seller is
not required to so register or qualify the Certificates, (c) the Certificates may be resold only if registered and
qualified pursuant to the provisions of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and Servicing Agreement contains restrictions regarding
the transfer of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a
view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters, and, in particular, in such matters related to securities similar to
the Certificates, such that it is capable of evaluating the merits and risks of investment in the Certificates, (b)
able to bear the economic risks of such an investment and (c) an "accredited investor" within the meaning of Rule
501 (a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) a copy of the
Pooling and Servicing Agreement and (b) such other information concerning the Certificates, the Mortgage Loans and
the Seller as has been requested by the Purchaser from the Seller or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the
Seller or the Seller to the satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition of
other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) make any general solicitation by means of general
advertising or in any other manner or (e) take any other action, that (as to any of (a) through (e) above) would
constitute a distribution of any Certificate under 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 Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser (if the Certificate is not rated at least "BBB-" or its equivalent by Fitch, S&P,
Xxxxx'x, DBRS Limited or DBRS, Inc.):
(a) is not an employee benefit or other plan subject to the prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. Section
2510.3-101, as modified by Section 3(42) of ERISA; or
(b) is an insurance company, the source of funds to be used by it to purchase the Certificates
is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under
Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee, the
Securities Administrator and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:_____________________________________
Name:
Title:
EXHIBIT F-2
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the "Buyer").
In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were
issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security 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, that would constitute a
distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that
the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933 Act.
The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Master Servicer (as defined to the
Pooling and Servicing Agreement, dated as of April 1, 2007 (the "Agreement"), among the Company, EMC, Xxxxx Fargo Bank, N.A., as
master servicer (the "Master Servicer"), Federal National Mortgage Association, as guarantor (the "Guarantor") and Citibank, N.A., as
trustee (the "Trustee")) as follows:
The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the securities laws of
any state.
The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of investment in the Rule 144A Securities.
The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller,
the Securities Administrator or the Master Servicer.
Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security 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, that would constitute a distribution of the Rule 144A Securities under
the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with
respect to the Rule 144A Securities.
The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is
being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to 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 on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
The Buyer (if the Rule 144A Securities are not rated at least "BBB-" or its equivalent by Fitch, S&P or Xxxxx'x):
(a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan
within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. Section 2510.3-101, as modified by
Section 3(42) of ERISA; or
(b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance
company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III
of PTCE 95-60.
This document 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
document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.
_________________________________________ _______________________________________________
Print Name of Seller Print Name of Buyer
By:______________________________________ By:____________________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No.______________________________________ No:____________________________________________
Date:____________________________________ Date:__________________________________________
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this
Certification is attached:
As indicated below, the undersigned is the President, Chief Financial Officer, Senior
Vice President or other executive officer of the Buyer.
In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer"
as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer
owned and/or invested on a discretionary basis $ in securities
(except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in
the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the
District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security
Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.
SBIC. The Buyer is 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.
Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a)
plans established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or H.R.
10 plans.
The term "securities" as used herein does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not
include any of the securities referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if
such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934.
The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller
to it and other parties related to the Certificates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
____ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
If the answer to the foregoing question is "no", the Buyer agrees that, in connection
with any purchase of securities sold to the Buyer for the account of a third party (including any separate
account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer
agrees that the Buyer will not purchase securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken other appropriate steps contemplated by Rule
144A to conclude that such third party independently meets the definition of "qualified institutional
buyer" set forth in Rule 144A.
The Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of
Rule 144A Securities will constitute a reaffirmation of this certification as of the date of such purchase.
_____________________________________________________
Print Name of Buyer
By:__________________________________________________
Name:
Title:
Date:________________________________________________
EXHIBIT F-3
FORM OF TRANSFEROR REPRESENTATION LETTER
________, 20_
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2007-3
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Alt-A Trust 2007-3
Re: Mortgage Pass-Through Certificates, Series 2007-3
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the "Purchaser") of $
Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 2007-3 (the "Certificates") pursuant to the
Pooling and Servicing Agreement, dated as of April 1, 2007 (the "Pooling and Servicing Agreement"), among Structured Asset Mortgage
Investments II Inc. (the "Company"), EMC Mortgage Corporation ("EMC"), Xxxxx Fargo Bank, N.A., as master servicer (the "Master
Servicer"), Federal National Mortgage Association, as guarantor (the "Guarantor") and Citibank, N.A., as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the Company 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 G-1
FORM OF TREASURY BANK CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE "AGREEMENT"), DATED AS OF APRIL 30,
2007, BY AND AMONG CITIBANK, N.A., AS TRUSTEE (INCLUDING ITS SUCCESSORS UNDER THE POOLING AND SERVICING AGREEMENT DEFINED BELOW, THE
"TRUSTEE"), STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., AS DEPOSITOR (TOGETHER WITH ANY SUCCESSOR IN INTEREST, THE "DEPOSITOR"),
XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER AND SECURITIES ADMINISTRATOR (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR
SUCCESSOR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, THE "MASTER SERVICER" OR THE "SECURITIES ADMINISTRATOR," AS
APPLICABLE) AND TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, FSB, AS CUSTODIAN (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR ANY
SUCCESSOR APPOINTED HEREUNDER, THE "CUSTODIAN").
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer, the Securities Administrator, the Trustee and EMC Mortgage Corporation
(the "Seller") have entered into a Pooling and Servicing Agreement, dated as of April 1, 2007, relating to the issuance of Bear
Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3 (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 relating to the mortgage loans (herein referred to as the "Mortgage Loans") listed on Schedule I
hereto (the "Mortgage Loan Schedule") delivered by (i) the Depositor or the Master Servicer under the Pooling and Servicing Agreement
and (ii) 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 Master Servicer, the Securities Administrator 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
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 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 relating to the Mortgage Loans includes one or
more assignments of Mortgage to the Trustee in a state which is specifically excluded from the Opinion of Counsel delivered by the
Seller to the Trustee and the Custodian pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement, each such
assignment shall be delivered, at the direction of the Depositor (in written or electronic format), by the Custodian to the Depositor
for the purpose of recording it in the appropriate public office for real property records, and the Depositor, 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 the Depositor, 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.
(b) Within 90 days of the Closing Date (or, with respect to any Substitute Mortgage Loans, within 5 Business
Days after the receipt by the Trustee or the Custodian thereof), 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 relating to the
Mortgage Loans, and shall execute and deliver to the Depositor, 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 (or, with respect to any Substitute Mortgage Loans, within 5
Business Days after the receipt by the Trustee or the Custodian thereof), the Custodian shall review the Mortgage Files relating to
the Mortgage Loans as provided in Section 2.02 of the Pooling and Servicing Agreement and execute and deliver to the Depositor , the
Master Servicer and the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of such
Mortgage Files.
(d) In reviewing the Mortgage Files relating to the Mortgage Loans 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 collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage File.
Upon receipt of written request from the Depositor, Master Servicer or the Trustee, the Custodian shall as soon as
practicable supply the requesting party with a list of all of the documents missing from the Mortgage Loans then contained in 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 Master Servicer, the
applicable Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the Master
Servicer or the Trustee that the Seller has repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing
Agreement, and that the Repurchase Price therefor has been deposited in the Distribution Account, and a Request for Release (as
defined below), the Custodian agrees to promptly release to the Seller the related Mortgage File.
Upon the Custodian's receipt of a request for release (a "Request for Release") substantially in the form of Exhibit
D-1 to the Pooling and Servicing Agreement signed by an officer of the related Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers furnished by such Servicer upon
request, as such list may from time to time be amended (each, a "Servicing Officer") 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 to promptly
release to such Servicer the related Mortgage File. The Depositor shall deliver to the Custodian, and the Custodian agrees to
accept, the Mortgage Note and other documents constituting the Mortgage File with respect to any Substitute Mortgage Loan, which
documents the Custodian will review to the extent provided in Article II of the Pooling and Servicing Agreement.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this
purpose, collection under any Primary Mortgage Insurance Policy, the related Servicer shall (or if the related Servicer does not,
then the Master Servicer may) deliver to the Custodian a Request for Release signed by a Servicing Officer requesting that possession
of all of the related Mortgage File be released to such Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of the related Mortgage Loan under any of the Insurance
Policies. Upon receipt of the foregoing, the Custodian shall deliver such Mortgage File to the related Servicer. All Mortgage Files
so released to the related Servicer shall be held by it in trust for the Trustee for the use and benefit of all present and future
Certificateholders. The related Servicer shall cause each Mortgage File or any document therein so released to be returned to the
Custodian when the need therefor by such Servicer no longer exists, unless (i) such Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the related Mortgage Loan have been deposited in the Distribution Account or (ii) such 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 related Mortgaged Property either judicially
or non-judicially, and the related Servicer 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 a Servicer or the Master Servicer is required to deliver to the Custodian a Request for Release,
such Servicer or the Master Servicer shall deliver two copies of the Request for Release if delivered in hard copy or such Servicer
or the Master Servicer 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 such Request for Release. In connection with any Request for Release of a
Mortgage File because of a repurchase of a Mortgage Loan, the assignment of mortgage and the related Mortgage Note shall be returned
to the related Servicer or the Master Servicer, as applicable, for execution and endorsement, respectively, pursuant to a power of
attorney from the Trustee and for delivery to the Seller. If the related Servicer or the Master Servicer does not have a power of
attorney from the Trustee to execute the applicable assignment and to endorse the related Mortgage Note, such Request for Release
shall be accompanied by an assignment of mortgage, without recourse, executed by the Trustee to the Seller and the related Mortgage
Note shall be endorsed without recourse by the Trustee (if not in blank) and be returned to the related Servicer or the Master
Servicer, as applicable, for delivery to the Seller; provided, however, that in the case of a Mortgage Loan that is registered on the
MERS® System, no assignment of mortgage or endorsement of the Mortgage Note by the Trustee, or by the related Servicer or the Master
Servicer pursuant to a power of attorney from the Trustee, shall be required. In connection with any Request for Release of a
Mortgage File because of the payment in full of a Mortgage Loan and if the related Servicer or the Master Servicer does not have a
power of attorney from the Trustee to execute the applicable certificate of satisfaction or similar instrument, 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 related Servicer or the Master 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 related
Servicing Agreement, shall cause the related Servicer to notify the Custodian that such assumption agreement, substitution of
liability agreement or sale of servicing agreement has been completed by forwarding to the Custodian the original of such assumption
agreement, substitution of liability agreement or sale of servicing 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 as Bailee and Agent of the Trustee. With respect to each Mortgage Note and other
documents constituting each Mortgage File relating to the Mortgage Loans which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage File 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. Except upon compliance with the provisions of Section 2.5 of this Agreement with respect
to any Mortgage Loan, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Depositor, the Seller,
any Servicer or the Master Servicer or otherwise released from the possession of the Custodian.
Section 3.2. [Reserved.]
Section 3.3. 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 3.4. Custodian's Fees and Expenses. The Depositor covenants and agrees to cause the Seller to pay 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 pursuant to a letter agreement between the
Custodian and the Seller. In addition, the Seller 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 3.5. 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 notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Depositor, the Master Servicer, the Servicers 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 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 with the consent of the Master Servicer. 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 3.7 and shall be unaffiliated with any Servicer or the Depositor.
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 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 3.6. 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 (provided such Person shall satisfy the requirements set forth in Section 3.7), 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 3.7. Representations of the Custodian. The Custodian hereby represents, and any successor Custodian
hereunder shall represent, 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.
Section 3.8. Duties and Obligations of the Custodian.
(a) The Custodian shall be under no duty or obligation to inspect, review or examine the Mortgage Files to
determine that the contents thereof are appropriate for the represented purpose or that they have been actually recorded or that they
are other than what they purport to be on their face.
(b) The Custodian shall not be responsible or liable for, and makes no representation or warranty with respect
to, the validity, adequacy or perfection or any lien upon or security interest in the Mortgage Files.
(c) Any other provision of this Agreement to the contrary notwithstanding, the Custodian shall have no notice,
and shall not be bound by any of the terms and conditions of any other document or agreement executed or delivered in connection
with, or intended to control any part of, the transactions anticipated by or referred to in this Agreement unless the Custodian is a
signatory party to that document or agreement.
(d) The Custodian may rely on and shall be protected in acting in good faith upon any certificate, instrument,
opinion, notice, magnetic tape, letter, telegram or other document, or any security, delivered to it and in good faith believed by it
to be genuine and to have been signed by the proper party or parties; but in the case of any loan document or other request,
instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the
Custodian shall be under a duty to examine the same to determine whether or not it conforms prima facie to the requirements of this
Custodial Agreement.
(e) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted
by it, in good faith, or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection
therewith, except in the case of its negligent performance or omission.
(f) The Custodian shall have no obligation to verify the receipt of any such documents the existence of which
was not made known to the Custodian by the Mortgage Files.
(g) The Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its
control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics,
nationalization, expropriation, currency restrictions, governmental regulations superimposed after the fact, fire, communication line
failures, power failures, earthquakes or other disasters.
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, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR WITH THE
PROVISIONS OF REGULATION AB AND RELATED RULES AND REGULATIONS OF THE COMMISSION. THE DEPOSITOR, THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR 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
THE CUSTODIAN AGREES TO COMPLY WITH REQUESTS MADE BY THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR IN GOOD
FAITH FOR DELIVERY OF INFORMATION UNDER THESE PROVISIONS ON THE BASIS OF EVOLVING INTERPRETATIONS OF REGULATION AB TO THE EXTENT
REASONABLY PRACTICABLE, UNLESS OTHERWISE ADVISED IN WRITING BY COUNSEL. THE CUSTODIAN SHALL COOPERATE REASONABLY WITH THE DEPOSITOR,
THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO DELIVER TO THE DEPOSITOR AND THE MASTER SERVICER (INCLUDING ANY OF THEIR
RESPECTIVE 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, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO
PERMIT THE DEPOSITOR, THE MASTER SERVICER AND THE SECURITIES ADMINISTRATOR TO COMPLY WITH THE PROVISIONS OF REGULATION AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(a) The Custodian hereby represents and warrants that the information with respect to the Custodian set forth
in the Prospectus Supplement under the caption "Description of the Certificates-The Custodians" (the "Custodian Disclosure") does not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(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
Custodian obligations under this Agreement; (ii) there are no material legal or governmental proceedings pending (or known to be
contemplated) against it that would affect or interfere with the performance of its obligations hereunder; and (iii) there are no
affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity,
servicer (other than Countrywide Home Loan Servicing LP), 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 Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a
"Transaction Party") that would affect or interfere with the performance of its obligations hereunder and have not been previously
disclosed to the Depositor and the Trustee.
(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
(1) 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, the Securities Administrator and the Master Servicer in writing of any
material litigation or governmental proceedings pending against the Custodian (including any such proceedings known to be
contemplated by the governmental authorities) that would be material to Certificateholders, and (b) provide to the Depositor,
Securities Administrator and the Master Servicer 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, the Securities Administrator 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
in which a Form 10-K is required to be filed with respect to the Trust, the Custodian shall:
(a) deliver to the Depositor, the Master Servicer and the Securities Administrator a report (in form and
substance reasonably satisfactory to the Depositor) regarding the Custodian's assessment of compliance with the Applicable Servicing
Criteria as set forth in Exhibit Four during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of
the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Depositor and the Securities Administrator
and signed by an authorized officer of the Custodian, and shall address each of the Servicing Criteria specified on a certification
substantially in the form of Exhibit Four hereto; and
(b) deliver to the Depositor, the Master Servicer and the Securities Administrator, a report of a registered
public accounting firm reasonably acceptable to the Master Servicer, the Depositor and the Securities Administrator that attests to,
and reports on, the assessment of compliance made by the Custodian and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
Section 4.5. Indemnification; Remedies.
(a) The Custodian shall indemnify the Depositor, each affiliate of the Depositor, the Master Servicer, the
Securities Administrator 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 (each, an "Indemnified
Party"), 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 the Custodian
Disclosure and 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; or
(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, the Securities Administrator and the Master Servicer for all costs reasonably incurred by the
Depositor and the Master Servicer, respectively, 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.
If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the
Custodian agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Custodian on the other. 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. 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, and neither the Depositor, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted by the Pooling and Servicing Agreement. 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 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO).
Section 5.4. 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 on direction by the Trustee, 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.
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 5.5. 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: CITIBANK, N.A.,
as Trustee
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Agency & Trust BSALTA 2007-3
Telecopy: (000) 000-0000 By:___________________________________
Name:
Title:
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:___________________________________
Name:
Title:
Address: XXXXX FARGO BANK,
NATIONAL ASSOCIATION, as Master Servicer and as
0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
By:___________________________________
Name:
Title:
Address: TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK, FSB, as
Custodian
0000 X. Xxx Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxx Que
Telephone: (000) 000-0000 By:___________________________________
Facsimile: (000) 000-0000 Name:
Title:
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
On the 30th day of April 2007 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be an _____________________ of Citibank, N.A., a national banking association organized under
the laws of the United States of America, that executed the within instrument, and also known to me to be the person who executed it
on behalf of said 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
[SEAL]
STATE OF MARYLAND )
) ss:
COUNTY OF XXXXXX )
On the 30th day of April 2007 before me, a notary public in and for said State, personally appeared ______________,
known to me to be a ______________of Xxxxx Fargo Bank, National Association, a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of said 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
[SEAL]
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
On the 30th day of April 2007 before me, a notary public in and for said State, personally appeared _____________,
known to me to be a __________________ of Structured Asset Mortgage Investments II Inc., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on behalf of said 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]
STATE OF CALIFORNIA )
) ss:
COUNTY OF ___________ )
On the 30th day of April 2007 before me, a notary public in and for said State, personally appeared ______________,
known to me to be a __________________ of Treasury Bank, a division of Countrywide Bank, FSB, one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on behalf of said 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]
SCHEDULE 1
Mortgage Loans
[Provided upon Request]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
April 30, 2007
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance-Agency & Trust, BSALTA 2007-3
Structured Asset Mortgage Investments II Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Re: Custodial Agreement, dated as of April 30, 2007, by and among Citibank, N.A., Structured Asset
Mortgage Investments II Inc., Xxxxx Fargo Bank, National Association and Treasury Bank, a division
of Countrywide Bank, FSB relating to Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to Section 2.02 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
(other than with respect to clause (b)(v) thereof, for which no review has been made) 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.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK, FSB
By:______________________________________
Name:
Title:
SCHEDULE A TO EXHIBIT ONE
Exceptions
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________ ___, 200__
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance-Agency & Trust, BSALTA 2007-3
Structured Asset Mortgage Investments II Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Re: Custodial Agreement, dated as of April 30, 2007, by and among Citibank, N.A., Structured Asset
Mortgage Investments II Inc., Xxxxx Fargo Bank, National Association and Treasury Bank, a division
of Countrywide Bank, FSB relating to Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial 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
(other than with respect to clause (b)(v) thereof, for which no review has been made) 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 related 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.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK, FSB
By:__________________________________
Name:
Title:
SCHEDULE A TO EXHIBIT TWO
Exceptions
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________ ____, 200__
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Structured Finance-Agency & Trust, BSALTA 2007-3
Structured Asset Mortgage Investments II Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Re: Custodial Agreement, dated as of April 30, 2007, by and among Citibank, N.A., Structured Asset
Mortgage Investments II Inc., Xxxxx Fargo Bank, National Association and Treasury Bank, a division
of Countrywide Bank, FSB relating to Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial 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
(other than with respect to clause (b)(v) thereof, for which no review has been made) 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 an original
of each document related thereto required to be recorded has been returned from the related recording office with evidence of
recording thereon, or a certified copy has been obtained from the related recording office, with any exceptions listed in Schedule A
attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned
Custodial Agreement.
TREASURY BANK, A DIVISION OF
COUNTRYWIDE BANK, FSB
By: __________________________
Name:
Title:
SCHEDULE A TO EXHIBIT THREE
Exceptions
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 as below
as "Applicable Servicing Criteria";
_____________________________________________________________________________________________________________
Applicable
Servicing Criteria Servicing Criteria
_____________________________________________________________________________________________________________
Reference Criteria
_____________________________________________________________________________________________________________
General Servicing Considerations
_____________________________________________________________________________________________________________
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
_____________________________________________________________________________________________________________
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
_____________________________________________________________________________________________________________
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
_____________________________________________________________________________________________________________
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
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
_____________________________________________________________________________________________________________
Cash Collection and Administration
_____________________________________________________________________________________________________________
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 and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
_____________________________________________________________________________________________________________
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
1122(d)(2)(iii) specified in the transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(2)(v) 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.
_____________________________________________________________________________________________________________
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
1122(d)(2)(vii) 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
_____________________________________________________________________________________________________________
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
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
_____________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
_____________________________________________________________________________________________________________
Pool Asset Administration
_____________________________________________________________________________________________________________
Collateral or security on pool assets is maintained as X
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
_____________________________________________________________________________________________________________
Pool assets and related documents are safeguarded as X
1122(d)(4)(ii) required by the transaction agreements.
_____________________________________________________________________________________________________________
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
_____________________________________________________________________________________________________________
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
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
_____________________________________________________________________________________________________________
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
_____________________________________________________________________________________________________________
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
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
_____________________________________________________________________________________________________________
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
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
_____________________________________________________________________________________________________________
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
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
_____________________________________________________________________________________________________________
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
_____________________________________________________________________________________________________________
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
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(4)(xii) 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 G-2
FORM OF XXXXX FARGO CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the Agreement, dated as of April 30, 2007,
by and among CITIBANK, N.A., as trustee (including its successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as company (together with any successor in interest, the "Company"), XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as master servicer and securities administrator (together with any successor in interest or
successor under the Pooling and Servicing Agreement referred to below, the "Master Servicer" or the "Securities Administrator," as
applicable) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as custodian (together with any successor in interest or any successor
appointed hereunder, the "Custodian").
WITNESSETH THAT:
WHEREAS, the Company, EMC, the Master Servicer, the Securities Administrator, the Federal National Mortgage
Association, as guarantor (the "Guarantor") and the Trustee have entered into a Pooling and Servicing Agreement, dated as of April 1,
2007, relating to the issuance of Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3 (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, on behalf of the Certificateholders, for the
purposes of receiving and holding certain documents and other instruments relating to the mortgage loans (herein referred to as the
"Mortgage Loans") listed on Schedule I attached hereto (the "Mortgage Loan Schedule") delivered by the Company 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 Company, 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
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 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 relating to the Mortgage Loans includes one or
more assignments of Mortgage to the Trustee in a state which is specifically excluded from the Opinion of Counsel delivered by the
Seller to the Trustee (with a copy to the Custodian and the Guarantor) pursuant to the provisions of Section 2.01 of the Pooling and
Servicing Agreement, each such assignment shall be delivered, by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, 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.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and Servicing Agreement,
the Custodian shall deliver to the Company, the Guarantor, 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.
(2) Within 90 days of the Closing Date (or, with respect to any Substitute Mortgage Loans, within 5 Business
Days after the receipt by the Trustee or the Custodian thereof), 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 relating to the
Mortgage Loans, and shall deliver to the Company, the Guarantor, 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, 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.
(3) Not later than 180 days after the Closing Date (or, with respect to any Substitute Mortgage Loans, within 5
Business Days after the receipt by the Trustee or the Custodian thereof), the Custodian shall review the Mortgage Files relating to
the Mortgage Loans as provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to the Company, the Guarantor, the
Master Servicer and the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of such
Mortgage Files.
(4) In reviewing the Mortgage Files relating to the Mortgage Loans 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 collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage File.
Upon receipt of written request from EMC, the Company, the Guarantor, the Master Servicer or the Trustee, the Custodian
shall as soon as practicable supply the requesting party with a list of all of the documents relating to the Mortgage Loans missing
from the Mortgage Files.
The Custodian shall provide access to the records and documentation in possession of the Custodian regarding the related
Mortgage Loans and REO Property and the servicing thereof to the Guarantor, such access being afforded only upon reasonable prior
written request and during normal business hours at the office of the Custodian; provided, however, that, unless otherwise required
by law, the Custodian shall not be required to provide access to such records and documentation if the provision thereof would
violate the legal right to privacy of any Mortgagor.
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 Company 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 Company, the Guarantor, the Master
Servicer, the related Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the Master
Servicer or Trustee that EMC (the "Mortgage Loan Seller") has repurchased a Mortgage Loan pursuant to Article II of the Pooling and
Servicing Agreement, and that the purchase price therefore has been deposited in the Master Servicer Collection Account or the
Distribution Account, then the Custodian agrees to promptly release to the Mortgage Loan Seller the related Mortgage File.
Upon the Custodian's receipt of a request for release (a "Request for Release") substantially in the form of Exhibit
D to the Pooling and Servicing Agreement signed by a Servicing Officer of the related 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 related Servicer the related Mortgage File. The Company shall deliver to the Custodian and the Custodian
agrees to accept the Mortgage Note and other documents constituting the Mortgage File with respect to any Substitute 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 Mortgage Insurance Policy, the related Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer requesting that possession of a Mortgage File be released to the related Servicer 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 related Servicer. All Mortgage Files so released to the related Servicer shall be held by it in trust for the Trustee for the
use and benefit of all present and future Certificateholders. The related Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Custodian when the need therefore by the related Servicer 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 related Servicer 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 a Servicer is required to deliver to the Custodian a Request for Release, EMC or the related
Servicer shall deliver two copies of the Request for Release if delivered in hard copy or EMC or the related Servicer 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 Mortgage Loan Seller and the related Mortgage Note shall be endorsed without recourse,
representation or warranty by the Trustee (unless such Mortgage Note was a MERS Loan and not endorsed to the Trustee) and be returned
to the Mortgage Loan 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 EMC or the related Servicer.
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 related
Servicing Agreement, shall cause the related Servicer to notify the Custodian and the Guarantor that such assumption or substitution
agreement has been completed by forwarding to the Custodian and the Guarantor 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 as Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and
other documents constituting each Mortgage File relating to the Mortgage Loans which are delivered to the Custodian, the Custodian is
exclusively the bailee and 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, holds such documents for the benefit of Certificateholders and undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement with respect to any Mortgage Loan, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the
Company, the Servicers or the Master Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Reserved.
Section 3.3. 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 3.4. Custodian's Fees and Expenses. The Master Servicer 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 pursuant to an agreement between the Master Servicer and
the Custodian, and the Custodian will be entitled to be paid or reimbursed by the Trust 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 Company pursuant to the Pooling and Servicing Agreement.
Section 3.5. 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 notice of resignation, the Trustee shall either take custody of the Mortgage Files itself and give prompt written
notice thereof to the Company, the Guarantor, the Master Servicer and the Custodian, or promptly appoint a successor Custodian, with
the consent of the Guarantor, 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 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 with the consent of the Master Servicer and the Guarantor. In such
event, the Trustee shall appoint with the consent of the Guarantor, 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 3.7 and shall be unaffiliated with
the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Company 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 Company, the Guarantor and the Master Servicer.
Section 3.6. 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; provided that such successor is a depository institution subject to supervision or examination by
federal or state authority and is able to satisfy the other requirements contained in Section 3.7 and is unaffiliated with the Master
Servicer or the Company.
Section 3.7. 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.
Section 3.8. Limitation on Liability. Neither the Custodian nor any of its directors, officers, agents or
employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good
faith and reasonably believed (which belief may be based upon the written opinion or advice of counsel selected by it in the exercise
of reasonable care) by it or them to be within the purview of this Agreement, except for its or their own negligence, lack of good
faith or willful misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith on
any document of any kind prima facie properly executed and submitted by any person with authority with respect to any related matters
arising hereunder. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special,
indirect or consequential damages resulting 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.
Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust Fund, the Trustee and
each of their respective employees, representatives, affiliates, officers, directors and agents for any and all liabilities,
obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted
against the Trustee or Trust Fund or any such other respective Person, due to any willful misfeasance or negligent or bad faith
performance or non-performance by the Custodian of its duties and responsibilities under this Agreement; provided, however, that the
Custodian shall not be liable to any of the foregoing Persons for any amount and any portion of any such amount directly and solely
resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian's reliance on written instructions
from the Trustee or the Master Servicer. The provisions of this Section 3.8 shall survive the termination of this Custodial Agreement.
The Custodian and its directors, officers, employees and agents shall be entitled to indemnification and defense
from the Trust Fund for any loss, liability or expense incurred (other than as a result of any willful misfeasance or negligent or
bad-faith performance or non-performance on their part), arising out of, or in connection with, the acceptance or administration of
the custodial arrangement created hereunder, including the costs and expenses of defending themselves against any claim or liability
in connection with the exercise or performance of any of their powers or duties hereunder.
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 Company, Master Servicer and the Securities Administrator with the provisions
of Regulation AB and related rules and regulations of the Commission. The Company, Master Servicer and the Securities Administrator
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 Company, Master Servicer and the Securities Administrator 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 Company to deliver to the Company, Master Servicer, the Guarantor and Securities Administrator (including any of their
respective assignees or designees), any and all disclosure, statements, reports, certifications, records and any other information
necessary in the reasonable, good faith determination of the Company, Master Servicer and Securities Administrator to permit the
Company, Master Servicer and Securities Administrator to comply with the provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(1) [Reserved].
(2) The Custodian shall be deemed to represent to the Company as of the date hereof and on each date on which
information is provided to the Company under Section 4.3 that, except as disclosed in writing to the Company 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 Custodian
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 Company 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 Original Pooling and Servicing Agreement, as
identified by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction Party").
(3) If so requested by the Company 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
(1) 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 Company shall
not be given more than once each calendar quarter, unless the Company 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 Company's reporting obligation under the Exchange Act with respect to any class of
Certificates, the Custodian shall (a) notify the Company and the Securities Administrator in writing of any material litigation or
governmental proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide to the Company
and the Securities Administrator 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 Company or Securities Administrator 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,
the Custodian shall:
(1) deliver to the Company, the Master Servicer, the Guarantor and the Securities Administrator a report (in
form and substance reasonably satisfactory to the Company, the Master Servicer, the Guarantor and the Securities Administrator)
regarding the Custodian's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as
required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Company, the Master Servicer, the Guarantor and the Securities Administrator and signed by an authorized officer of the Custodian,
and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit Four hereto; and
(2) deliver to the Master Servicer, the Company, the Guarantor and the Securities Administrator, a report of a
registered public accounting firm reasonably acceptable to the Master Servicer, the Company and the Securities Administrator, that
attests to, and reports on, the assessment of compliance made by the Custodian and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act.
Section 4.5. Indemnification; Remedies.
(1) The Custodian shall indemnify the Company, each affiliate of the Company, the Master Servicer, the
Securities Administrator, the Trustee 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.
(2) In the case of any failure of performance described in clause (ii) of Section 4.5(1), the Custodian shall
promptly reimburse the Company, the Securities Administrator and the Master Servicer for all costs reasonably incurred by the Company
in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by 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. 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, and neither the Company, the Master Servicer, the
Securities Administrator nor the Trustee shall enter into any amendment hereof except as permitted by the Pooling and Servicing
Agreement. The Securities Administrator 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 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 5.4. 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 Company and at the Trust's expense, but only upon direction accompanied by an
Opinion of Counsel reasonably satisfactory to the Company and the Guarantor to the effect that the failure to effect such recordation
is likely to materially and adversely affect the interests of the Certificateholders.
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 5.5. 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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: CITIBANK, N.A., as Trustee
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 By:_____________________________________________________
Name: Xxxx Xxxxxx
Attention: Structured Finance Agency & Trust-BSALTA 2007-3 Title: Vice President
Telecopy: (000) 000-0000
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
000 Xxxxxxx Xxxxxx By:_____________________________________________________
Xxx Xxxx, Xxx Xxxx 00000 Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer and Securities Administrator
0000 Xxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000 By:______________________________________________________
Attention: BSALTA 2007-3 Name: Xxxxxx X. Xxxxxx
Title: Vice President
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian
0000 00xx Xxxxxx By:_______________________________________________________
Xxxxxxxxxxx, Xxxxxxxxx 00000 Name: Xxxxx Xxxxxx
Attention: BSALTA 2007-3 Title: Vice President
Telecopier: (000) 000-0000
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 30th day of April, 2007, before me, a notary public in and for said State, personally appeared Xxxx Xxxxxx,
known to me to be a Vice President of CITIBANK, N.A., a national banking association that executed the within instrument, and also
known to me to be the person who executed it on behalf of said association and acknowledged to me that such 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
[SEAL]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the 30th day of April, 2007, before me, a notary public in and for said State, personally appeared Xxxxx Xxxxxx,
known to me to be a Vice President of Xxxxx Fargo Bank, National Association, a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of said 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
[SEAL]
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 30th day of April, 2007, before me, a notary public in and for said State, personally appeared Xxxxx
Xxxxxxxxxxx, known to me to be a Senior Managing Director of Structured Asset Mortgage Investments II Inc., one of the companies that
executed the within instrument, and also known to me to be the person who executed it on behalf of said company, and acknowledged to
me that such 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 XXXXXX )
On the 30th day of April, 2007, before me, a notary public in and for said State, personally appeared Xxxxxx Xxxxxx,
known to me to be a Vice President of Xxxxx Fargo Bank, National Association, a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of said 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]
SCHEDULE I
MORTGAGE LOAN SCHEDULE
[Provided Upon Request]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
__, 20__
CITIBANK, N.A. Structured Asset Mortgage
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Investments II Inc.
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxx Xxxxxx
Attn: Structured Finance Agency & Trust-BSALTA 0000-0 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association Xxxxxx Xxx, Special Products Group,
0000 Xxx Xxxxxxxxx Xxxx Xxxx 0X-0X-00
Xxxxxxxx, Xxxxxxxx 00000 00000 Xxxxxxxxx Xxxxx
Attention: BSALTA 2007-3 Xxxxxxx, Xxxxxxxx 00000
Attention: Director
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Re: Custodial Agreement, dated as of April 30, 2007, by and among CITIBANK, N.A., Structured
Asset Mortgage Investments II Inc. and Xxxxx Fargo Bank, National Association relating to
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to Section 2.02 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:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________, 20__
CITIBANK, N.A. Structured Asset Mortgage
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Investments II Inc.
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxx Xxxxxx
Attn: Structured Finance Agency & Trust-BSALTA 0000-0 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association Xxxxxx Mae, Special Products Group,
0000 Xxx Xxxxxxxxx Xxxx Xxxx 0X-0X-00
Xxxxxxxx, Xxxxxxxx 00000 00000 Xxxxxxxxx Xxxxx
Attention: BSALTA 2007-3 Xxxxxxx, Xxxxxxxx 00000
Attention: Director
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Re: Custodial Agreement, dated as of April 30, 2007, by and among CITIBANK, N.A., Structured
Asset Mortgage Investments II Inc. and Xxxxx Fargo Bank, National Association relating to
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial 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 related 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:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________, 20__
CITIBANK, N.A. Structured Asset Mortgage
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Investments II Inc.
Xxx Xxxx, Xxx Xxxx 00000 000 Xxxxxxx Xxxxxx
Attn: Structured Finance Agency & Trust-BSALTA 0000-0 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association Xxxxxx Mae, Special Products Group,
0000 Xxx Xxxxxxxxx Xxxx Xxxx 0X-0X-00
Xxxxxxxx, Xxxxxxxx 00000 00000 Xxxxxxxxx Xxxxx
Attention: BSALTA 2007-3 Xxxxxxx, Xxxxxxxx 00000
Attention: Director
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Re: Custodial Agreement, dated as of April 30, 2007, by and among CITIBANK, N.A., Structured
Asset Mortgage Investments II Inc. and Xxxxx Fargo Bank, National Association relating to
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates, Series 2007-3
Ladies and Gentlemen:
In accordance with Section 2.3 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, subject to any exceptions listed on Schedule A
attached hereto, it has received a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule containing
with respect to each such Mortgage Loan:
(i) The original Mortgage Note, endorsed without recourse (A) to the order of the Trustee or (B) in the case of a
Mortgage Loan in the MERS System, in blank, and in each case showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee or a lost note affidavit together with a copy of the related Mortgage Note;
(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 if the original is not
available, a copy), with evidence of such recording indicated thereon;
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which may be in the form of a
blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to CITIBANK, N.A., as
Trustee, with evidence of recording with respect to each Mortgage Loan in the name of the Trustee thereon;
(iv) all intervening assignments of the Security Instrument, if applicable and only to the extent available to the
Seller with evidence of recording thereon;
(v) the original or a copy of the policy or certificate of primary mortgage guaranty insurance, to the extent
available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title insurance or commitment or binder
for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
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:
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 as below
as "Applicable Servicing Criteria";
_____________________________________________________________________________________________________________
Applicable
Servicing Criteria Servicing Criteria
_____________________________________________________________________________________________________________
Reference Criteria
_____________________________________________________________________________________________________________
General Servicing Considerations
_____________________________________________________________________________________________________________
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
_____________________________________________________________________________________________________________
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
_____________________________________________________________________________________________________________
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
_____________________________________________________________________________________________________________
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
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
_____________________________________________________________________________________________________________
Cash Collection and Administration
_____________________________________________________________________________________________________________
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 and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
_____________________________________________________________________________________________________________
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
1122(d)(2)(iii) specified in the transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(2)(v) 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.
_____________________________________________________________________________________________________________
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
1122(d)(2)(vii) 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
_____________________________________________________________________________________________________________
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
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
_____________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
_____________________________________________________________________________________________________________
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
_____________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
_____________________________________________________________________________________________________________
Pool Asset Administration
_____________________________________________________________________________________________________________
Collateral or security on pool assets is maintained as X
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
_____________________________________________________________________________________________________________
Pool assets and related documents are safeguarded as X*
1122(d)(4)(ii) required by the transaction agreements.
_____________________________________________________________________________________________________________
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
_____________________________________________________________________________________________________________
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
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
_____________________________________________________________________________________________________________
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
_____________________________________________________________________________________________________________
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
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
_____________________________________________________________________________________________________________
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
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
_____________________________________________________________________________________________________________
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
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
_____________________________________________________________________________________________________________
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
_____________________________________________________________________________________________________________
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
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
_____________________________________________________________________________________________________________
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
1122(d)(4)(xii) 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 H-1
______________________________________________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Owner
and
EMC MORTGAGE CORPORATION
Servicer
SERVICING AGREEMENT
Dated as of April 1, 2007
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Xxxxxxx ALT-A Trust, Mortgage Pass-Through Certificates
Series 2007-3
_________________________________________________________________
EXHIBITS Exhibit A-1 Mortgage Loan Schedule Exhibit A-2 Xxxxxx Mae Loans Exhibit A-3 RMIC Covered Loans Exhibit B Custodial Account Letter Agreement Exhibit C Escrow Account Letter Agreement Exhibit D Form of Request for Release Exhibit E Reporting Data for Monthly Report Exhibit F Reporting Data for Defaulted Loans Exhibit G Form of Owner Certification Exhibit H Summary of Regulation AB Servicing Criteria Exhibit I Summary of Applicable Regulation AB Requirements Exhibit J Servicing Criteria to be Addressed in Assessment of Compliance Exhibit K Reporting Data for Realized Losses and Gains
THIS IS A SERVICING AGREEMENT, dated as of April 1, 2007, and is executed between Structured Asset Mortgage Investments II
Inc. (the "Owner") and EMC Mortgage Corporation (the "Servicer").
W I T N E S S E T H :
WHEREAS, the Owner is the owner of the Mortgage Loans;
WHEREAS, the Owner and the Servicer wish to prescribe the permanent 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 Owner and the Servicer 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: The procedures, including prudent collection and loan administration procedures, and the
standard of care (i) employed by prudent mortgage servicers which service mortgage loans of the same type as the Mortgage Loans in
the jurisdictions in which the related Mortgage Properties are located or (ii) in accordance with the Xxxxxx Xxx Guide, subject to
the express provisions of this Agreement. Such standard of care shall not be lower than that the Servicer customarily employs and
exercises in servicing and administering similar mortgage loans for its own account and shall be in full compliance with all federal,
state, and local laws, ordinances, rules and regulations.
Adjustment Date: As to each ARM Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the terms
of the related Mortgage Note.
Agreement: This Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.
ARM Loans: First lien, conventional, 1-4 family residential Mortgage Loans with interest rates which adjust from time to
time in accordance with the related Index and are subject to Periodic Rate Caps and Lifetime Rate Caps and which may permit
conversion to fixed interest rates.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States of Maryland, Minnesota,
New York or the jurisdiction in which the Servicer conducts its servicing activities, or (iii) a day on which banks in the States of
Maryland, Minnesota, New York or the jurisdiction in which the Servicer conducts its servicing activities are authorized or obligated
by law or executive order to be closed.
Closing Date: April 30, 2007
Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto, and
applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Commission or SEC: The Securities and Exchange Commission.
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.
Custodial Account: One or more demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "EMC Custodial Account in trust for XXXX XX, Owner of Whole Loan Mortgages and various Mortgagors" established at a
Qualified Depository, each of which accounts shall be held by such Qualified Depository in a fiduciary capacity, separate and apart
from its funds and general assets.
Custodian: Xxxxx Fargo Bank, National Association, or such other custodian as Owner shall designate.
Cut-off Date: The open of business on April 1, 2007.
Delinquent: As defined in the Pooling and Servicing Agreement.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.
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 Remittance Date.
Due Date: Each day on which payments of principal and interest are required to be paid in accordance with the terms of the
related Mortgage Note, exclusive of any days of grace.
Due Period: With respect to each 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.
Effective Date: As defined in Section 4.01 herein.
Escrow Account: The separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "EMC Escrow Account, in trust for XXXX XX, Owner of Whole Loan Mortgages and various Mortgagors" and shall be established at
a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance limits.
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.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Xxxxxx Xxx: Federal National Mortgage Association, or any successor thereto.
Xxxxxx Mae Guide: The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all amendments or additions thereto.
Xxxxxx Xxx Loans: The mortgage loans identified on Exhibit A-2 attached hereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended from time to time.
Full Principal Prepayment: A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.
GAAP: Generally accepted accounting procedures, consistently applied.
Guarantor: Xxxxxx Mae.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to each ARM Loan, on the related Adjustment Date, the index used to determine the Mortgage Interest
Rate on each such ARM Loan.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lifetime Rate Cap: With respect to each ARM Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan,
as specified in the related Mortgage Note.
Liquidation Proceeds: Amounts, other than Insurance Proceeds and Condemnation Proceeds, 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, other than amounts received following the acquisition of an REO Property pursuant to Section 4.13.
Margin: With respect to each ARM 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.
Master Servicer: Xxxxx Fargo Bank, N.A. or its permitted successors in interest which meet the qualifications of the
Pooling and Servicing Agreement and this Agreement.
Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section 5.03.
Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly payment of principal and interest thereon which
is payable by the related 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 Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in accordance with the provisions
of the related Mortgage Note, and in the case of an ARM Loan, as adjusted from time to time on each Adjustment Date for such Mortgage
Loan to equal the Index for such Mortgage Loan plus the Margin for such Mortgage Loan, and subject to the limitations on such
interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: An individual Mortgage Loan described herein and as further identified on the Mortgage Loan Schedule, which
Mortgage Loan includes without limitation the Mortgage Loan Documents, 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.
Mortgage Loan Documents: The original mortgage loan legal documents held by the Custodian.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Owner,
which shall be equal to the related Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans attached hereto as Exhibit A-1, such schedule being acceptable to
the Owner and the Servicer.
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.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing Advances, Servicing
Fees and Monthly Advances and expenses incurred by the Servicer in connection with the liquidation of the Mortgage Loan and the
related Mortgaged Property.
Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to Section 5.03 or any Servicing Advance
proposed to be made by the Servicer in respect of a Mortgage Loan or REO Property which, in the good faith judgment of the Servicer,
may not be ultimately recoverable by the Servicer from Liquidation Proceeds or Insurance Proceeds on such Mortgage Loan or REO
Property as provided herein. The determination by the Servicer that it has made a Nonrecoverable Advance, or that a proposed advance
may constitute a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the Servicer delivered to the Owner, the
Master Servicer and, if requested, the Guarantor, and detailing the reasons for such determination.
Officer's 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 Servicer, and delivered to the Owner 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 Owner and, if applicable, the Guarantor.
Owner: Structured Asset Mortgage Investments II Inc. ("XXXX XX"), its successors in interest and assigns (including the
Trustee in connection with a Pass-Through Transfer).
Partial Principal Prepayment: A Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage Loan.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the 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 consisting, in whole or in part,
of some or all of the Mortgage Loans.
Periodic Rate Cap: With respect to each ARM Loan, the maximum increase or decrease in the Mortgage Interest Rate on any
Adjustment Date.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations the timely payment of which are 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 institution or
trust company incorporated under the laws of the United States of America or any state thereof (including any
Trustee or the Master Servicer) 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 the highest ratings category for short-term
securities or in one of the two highest rating categories for long-term securities, as applicable, by each Rating
Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the Federal
Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other
security issued or guaranteed by an 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, in either case 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 (including any Trustee or the
Master Servicer) incorporated under the laws of the United States of America or any state thereof that are rated in
the highest ratings category for short-term securities or in one of the two highest rating categories for long-term
securities, as applicable, by each Rating Agency at the time of such investment 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 securities
issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate outstanding principal
balances and amounts of all the Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in the highest ratings category for short-term securities or in one of the two highest rating categories for
long-term securities, as applicable, 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; 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 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 (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities (including money market or common trust funds
for which any Trustee or the Master Servicer or any affiliate thereof acts as a manager or an advisor) and which
money market funds are rated in the highest ratings category for short-term securities or in one of the two highest
rating categories for long-term securities, as applicable, 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 obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity 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.
Such Permitted Investment shall mature, or shall be subject to redemption or withdrawal, no later than the date on which
such funds are required to be withdrawn (i.e. Remittance Date). No Permitted Investment may be sold prior to its maturity.
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.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2007, among Structured
Asset Mortgage Investments II Inc., the Trustee, the Master Servicer, the Guarantor and the Owner.
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 as noted in the Mortgage Loan Schedule.
Prepayment Interest Excess: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full or in part during the portion of the related Prepayment Period occurring between the first day of the calendar
month in which such Remittance Date occurs and the Determination Date of the calendar month in which such Remittance Date occurs, an
amount equal to interest (to the extent received) at the applicable Mortgage Loan Remittance 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 Remittance Date occurs and ending
on the last date through which interest is collected from the related Mortgagor.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each such Mortgage Loan that was the subject of a
Principal Prepayment during the portion of the related Prepayment Period occurring between the first day of the related Prepayment
Period and the last day of the calendar month preceding the month in which such Remittance Date occurs, an amount equal to interest
(to be paid by the Servicer out of its own funds without reimbursement therefor) at the applicable Mortgage Loan Remittance Rate on
the amount of such Principal Prepayment for the number of days commencing on the date on which the prepayment is applied and ending
on the last day of the calendar month preceding such Remittance Date.
Prepayment Period: As to any Remittance Date, (a) in the case of Full Principal Prepayments, the period commencing on the
15th day of the month prior to the month in which the related Remittance Date occurs and ending on the 14th day of the month in which
such Remittance Date occurs, provided, however, that the initial Prepayment Period will be the period from the Closing Date through
the close of business on May 14, 2007, and (b) in the case of Partial Principal Prepayments or other recoveries, the preceding
calendar month.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance, or any replacement policy therefor obtained
by the Servicer pursuant to Section 4.08.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in The Wall Street Journal.
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 Charge 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.
Qualified Appraiser: An appraiser, duly appointed by the Servicer, 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, which appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Depository: (a) The Custodian, (b) a depository, the accounts of which are insured by the FDIC and the short
term debt ratings and the long term deposit ratings of which are rated in one of the two highest rating categories by either of
Xxxxx'x Investors Service, Inc. or Fitch, Inc., or (c) a depository, the short-term debt obligations, or other short-term deposits of
which are rated at least 'A-2' and the long-term unsecured debt obligations of which are rated at least 'AA-' by Standard & Poor's
Ratings Service, a division of The McGraw Hill Companies Inc.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are 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.
Rating Agency: Standard & Poor's Ratings Service, a division of The McGraw Hill Companies Inc., and Xxxxx'x Investors
Service, Inc.
Reconstitution Agreement: Any agreement involving any Pass-Through Transfer or Whole Loan Transfer.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as 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.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the Federal income tax law relating to a REMIC, which appear at Section 860A through
860G of the Code, and related provisions, and regulations, rulings or pronouncements promulgated thereunder, as the foregoing may be
in effect from time to time.
Remittance Date: The Remittance Date shall be the 20th day of any month, or if such 20th day is not a Business Day, the
first Business Day immediately preceding such 20th day.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: Amounts received by the Servicer in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.
RMIC: Republic Mortgage Insurance Company.
RMIC Covered Loans: The mortgage loans identified on Exhibit A-3 attached hereto.
RMIC Policy: The supplemental lender-paid mortgage insurance policy issued by RMIC, Policy No. N02MD10271. A copy of such
RMIC Policy shall be provided to the Company upon request.
XXXX XX: Structured Asset Mortgage Investments II Inc.
Sarbanes Certification: A certification required pursuant to The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations or amendments thereof by the Commission's staff).
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: The securities administrator with respect to any Pass-Through Transfer.
Servicer: EMC Mortgage Corporation, or any of its successors in interest or any successor under this Agreement appointed as
herein provided.
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 Servicer of its servicing obligations relating to each Mortgage
Loan, 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 Servicer specifies the Mortgage Loan(s) to which such expenses relate), (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 and (e) compliance with the obligations under Section 4.08.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit H for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit H and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes Certification with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit H).
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual servicing fee the Owner shall pay to the
Servicer, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the applicable Servicing Fee
Rate and (b) the outstanding principal balance of the 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
Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable from the interest portion of such Monthly Payment
collected by the Servicer or as otherwise provided under Section 4.05.
Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum equal to 0.250% or 0.375%, as indicated on the
Mortgage Loan Schedule.
Servicing File: The documents, records and other items pertaining to a particular Mortgage Loan and any additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.
Servicing Officer: Any officer of the Servicer 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 Servicer to the Owner upon request, as such list
may from time to time be amended.
Servicing Modification: Any modification of a Mortgage Loan which is effected by the
Servicer in accordance with the terms of this Agreement.
Special Servicer: As defined in Section 4.01 herein.
Specially Serviced Mortgage Loans: As defined in Section 4.01 herein.
Special Servicing Agreement: As defined in Section 4.01 herein.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan after giving effect to payments of principal due and received or for which a Monthly Advance has been made, minus (ii)
all amounts previously distributed to the Owner with respect to the Mortgage Loan representing Principal Prepayments.
Subcontractor: Any vendor, subcontractor or other Person, that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer or any Subservicer that is responsible for
the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing
functions required to be performed by the Servicer under this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB (and, with respect to the Xxxxxx Mae Loans, subject to the consent of the Guarantor which shall be provided
in accordance with Section 11.17 herein).
Trust: The trust created pursuant to the Pooling and Servicing Agreement for the Bear Xxxxxxx ALT-A Trust 2007-3, Mortgage
Pass-Through Certificates, Series 2007-3.
Trustee: Citibank, N.A., or its successor in interest, or any successor trustee appointed as provided in the Pooling and
Servicing Agreement.
Whole Loan Transfer: The sale or transfer of some or all of the ownership interest in the Mortgage Loans by the Owner to
one or more third parties in whole loan or participation format, which third party may be Xxxxxx Mae.
ARTICLE II
SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01. Servicing of Mortgage Loans.
The Servicer does hereby agree to service the Mortgage Loans in accordance with the terms of this Agreement. The rights of
the Owner to receive payments with respect to the Mortgage Loans shall be as set forth in this Agreement.
Section 2.02. Maintenance of Servicing Files.
The Servicer shall maintain a Servicing File consisting of all documents necessary to service the Mortgage Loans. The
possession of each Servicing File by the Servicer is for the sole purpose of servicing the Mortgage Loan, and such retention and
possession by the Servicer is in a custodial capacity only. The Servicer acknowledges that the ownership of each Mortgage Loan,
including the Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and obligations arising
therefrom or in connection therewith, has been vested in the Owner. 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 Servicer shall be received and held by the Servicer in trust for the
exclusive benefit of the Owner as the owner of the related Mortgage Loans. Any portion of the related Servicing Files retained by
the Servicer shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the related
Mortgage Loans by the Owner. The Servicer shall release its custody of the contents of the related Servicing Files only in
accordance with written instructions of the Owner, except when such release is required as incidental to the Servicer's servicing of
the Mortgage Loans, such written instructions shall not be required.
Section 2.03. Books and Records.
The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage
Loans which shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the Mortgage Loan
by the Owner. In particular, the Servicer shall maintain in its possession, available for inspection by the Guarantor, the Owner, or
their designee and shall deliver to the Guarantor and the Owner upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Xxxxxx Xxx 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 and eligibility of any condominium project for approval by Xxxxxx Mae 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 Servicer may be in the form of microfilm or microfiche or
such other reliable means of recreating original documents, including but not limited to, optical imagery techniques so long as the
Servicer complies with the requirements of the Xxxxxx Xxx Guide.
The Servicer shall maintain with respect to each Mortgage Loan and shall make available for inspection by the Guarantor, or
any Owner or their designees, the related Servicing File (or copies thereof) during the time the Owner retains ownership of a
Mortgage Loan and thereafter in accordance with applicable laws and regulations.
Section 2.04. Transfer of Mortgage Loans.
No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof and the Guarantor
(with respect to the Xxxxxx Mae Loans) and RMIC (with respect to the RMIC Covered Loans) consent to such transfer (such consent to be
provided in accordance with Section 11.17 herein). For the purposes of this Agreement, the Servicer 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 Servicer in accordance with this Section 2.04. The Owner may, subject to the terms of this Agreement, sell and
transfer one or more of the Mortgage Loans in accordance with Sections 10.02 and 11.11, provided, however, that the transferee will
not be deemed to be an Owner hereunder binding upon the Servicer unless such transferee shall agree in writing to be bound by the
terms of this Agreement and an assignment and assumption of this Agreement reasonably acceptable to the Servicer. The Owner shall
advise the Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Servicer shall xxxx its books
and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Owner from its
obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.05. Delivery of Mortgage Loan Documents.
The Servicer shall forward to the Custodian on behalf of the Owner original documents, with copies or imaged documents to
the Guarantor (with respect to the Xxxxxx Mae Loans) and RMIC (with respect to the RMIC Covered Loans), evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within 4 week(s)
of their execution; provided, however, that the Servicer shall provide the Custodian on behalf of the Owner with a certified true
copy of any such document submitted for recordation within 4 week(s) after 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 180 days of its execution. 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
Servicer shall continue to use its best efforts to effect delivery as soon as possible thereafter.
From time to time the Servicer may have a need for Mortgage Loan Documents to be released by the Custodian. If the Servicer
shall require any of the Mortgage Loan Documents, the Servicer shall notify the Custodian in writing of such request in the form of
the request for release attached hereto as Exhibit D. The Custodian shall deliver to the Servicer within five (5) Business Days, any
requested Mortgage Loan Document previously delivered to the Custodian, provided that such documentation is promptly returned to the
Custodian when the Servicer no longer requires possession of the document, and provided that during the time that any such
documentation is held by the Servicer, such possession is in trust for the benefit of the Owner.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SERVICER
The Servicer represents, warrants and covenants to the Owner that as of the date hereof or as of such date specifically
provided herein:
(a) The Servicer is a validly existing corporation in good standing under the laws of the State of its organization 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 exempt or not required under applicable law to
effect such qualification or license and no demand for such qualification or license has been made upon the Servicer by any such
state, and in any event the Servicer is in compliance with the laws of each 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 Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all
transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal,
valid and binding obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy laws and
other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity,
including those respecting the availability of specific performance;
(c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms,
conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a breach of
any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer 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 Servicer or its property is subject;
(d) There is no litigation pending or, to the Servicer's knowledge, threatened with respect to the Servicer which is
reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is
reasonably likely to have a material adverse effect on the financial condition of the Servicer;
(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 Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;
(f) The Servicer is an approved seller/servicer of residential mortgage loans for Xxxxxx Xxx. The Servicer is in good
standing to service mortgage loans for Xxxxxx Mae and no event has occurred which would make the Servicer unable to comply with
eligibility requirements or which would require notification to Xxxxxx Xxx;
(g) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Owner, the Master
Servicer and any 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 Servicer; (2) no material noncompliance with applicable
servicing criteria as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Servicer; (3) the Servicer
has not been terminated as servicer in a residential mortgage loan Pass-Through Transfer, either due to a servicing default or to
application of a servicing performance test or trigger; (4) no material changes to the Servicer's servicing policies and procedures
for similar loans have occurred in the preceding three years; (5) there are no aspects of the Servicer's financial condition that
could have a material adverse impact on the performance by the Servicer of its obligations hereunder; (6) there are no legal
proceedings pending, or known to be contemplated by governmental authorities, against the Servicer that could be material to
investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions
relating to the Servicer of a type that are described under Item 1119 of Regulation AB;
(h) If so requested by the Owner, the Master Servicer or any Depositor on any date, the Servicer shall, within five
Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in clause (g)
of this Article 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;
(i) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall cause each Subservicer) (i)
immediately notify the Owner, the Guarantor, the Master Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop
following the closing date of a Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in
clause (7) of paragraph (g) of this Article (and any other parties identified in writing by the requesting party) with respect to
such Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any
merger, consolidation or sale of substantially all of the assets of the Company, and (E) the Company's entry into an agreement with
a Subservicer to perform or assist in the performance of any of the Company's obligations under this Agreement or any Reconstitution
Agreement and (ii) provide to the Owner, the Guarantor and any Depositor a description of such proceedings, affiliations or
relationships;
(j) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Guarantor, the
Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x)
written notice to the Owner, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Owner, the Master Servicer and such Depositor, all information reasonably requested by
the Owner, the Master Servicer or any 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; and
(k) Servicer has delivered to the Owner and the Master Servicer 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, business, operations, financial
condition, properties or assets of the Servicer since the date of the Servicer's financial information that would have a material
adverse effect on its ability to perform its obligations under this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01. Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's and the Guarantor's reliance on the
Servicer), 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 Servicer may deem necessary or desirable and consistent with the terms of this Agreement
and with Accepted Servicing Practices and shall exercise the same care that it customarily employs for its own account. In addition,
the Servicer shall furnish information regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies
in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations. Except as set forth
in this Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with
the servicing provisions of the Xxxxxx Xxx Guide, 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 fidelity bond and errors and omissions insurance, inspections, the
restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims (including claims under
the RMIC Policy), and title insurance, management 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 Loan Documents, annual statements (pursuant to Section 6.04), 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 any of the servicing
provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be binding upon the Owner and the Servicer.
The Owner may, at its option, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to execute all
documentation requiring execution on behalf of Owner with respect to the servicing of the Mortgage Loans, including satisfactions,
partial releases, modifications and foreclosure documentation or, in the alternative, shall as promptly as reasonably possible,
execute and return such documentation to the Servicer.
Consistent with and in addition to the terms set forth in this Agreement, if a Mortgage Loan is in default or such default
is reasonably foreseeable, the Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to the postponement
of strict compliance with any such term or in any manner grant indulgence to any mortgagor, including without limitation, to (1)
capitalize any amounts owing on the Mortgage Loan by adding such amount to the outstanding principal balance of the Mortgage Loan,
(2) defer such amounts to a later date or the final payment date of such Mortgage Loan, (3) extend the maturity of any such Mortgage
Loan, (4) amend the related Mortgage Note to reduce the related Mortgage Rate with respect to any Mortgage Loan, (5) convert the
Mortgage Rate on any Mortgage Loan from a fixed rate to an adjustable rate or vice versa, (6) with respect to a mortgage loan with an
initial fixed rate period followed by an adjustable rate period, extend the fixed period and reduce the adjustable rate period,
and/or (7) forgive the amount of any interest and principal owed by the related Mortgagor; provided that, in the Servicer's
reasonable and prudent determination, such waiver, modification, postponement or indulgence: (A) is not materially adverse to the
interests of the Owner on a present value basis using reasonable assumptions (including taking into account any estimated realized
loss that might result absent such action); and (B) does not amend the related Mortgage Note to extend the maturity thereof later than
the date of the Latest Possible Maturity Date (as such term is defined in the Pooling and Servicing Agreement); provided further,
with respect to any Mortgage Loan that is not in default or if default is not reasonably foreseeable, unless the Servicer has
provided to the Guarantor and the Owner a certification addressed to the Guarantor and the Owner, based on the advice of counsel or
certified public accountants that have a national reputation with respect to taxation of REMICs that a modification of such Mortgage
Loan will not result in the imposition of taxes on or disqualify from REMIC status any of the REMICs and has obtained the prior
written consent of the Guarantor and the Owner, the Servicer shall not permit any modification with respect to any Mortgage Loan.
The Servicer shall send notice to the Master Servicer of any waiver, modification or variance of a Mortgage Loan within two (2)
Business Days of any such action.
Notwithstanding the foregoing, the Servicer may not waive, modify or vary any term of any Xxxxxx Xxx Loan (other than with
respect to a Prepayment Charge) or consent to the postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor relating to a Xxxxxx Xxx Loan without the consent of the Guarantor if it has received written notice by
the Master Servicer that such consent is required pursuant to the terms of the Pooling and Servicing Agreement.
In the event of any such waiver, modification, postponement or indulgence which has been agreed to in writing by the Owner
or the Guarantor, as applicable, and which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer
shall, on the Business Day immediately preceding the related 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 and Section 5.03, the
difference between (a) such month's principal and one month's interest at the related Mortgage Loan Remittance Rate on the unpaid
principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer 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 Servicer 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.
The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such
servicing responsibilities on its behalf (with the consent of the Guarantor with respect to the Xxxxxx Mae Loans), but the use by the
Servicer of a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain
responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the
Servicer. Any such subservicer must be a Xxxxxx Xxx approved seller/servicer in good standing and no event shall have 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 which would require notification to Xxxxxx Xxx. The Servicer shall pay all fees and expenses
of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.
At the cost and expense of the Servicer or the Guarantor (as applicable), without any right of reimbursement from the
Custodial Account, the Servicer or the Guarantor 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 meeting the requirements in the preceding
paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's
option, from electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties
under this Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner or Guarantor, the
Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of
termination of the Servicer. The Servicer or the Guarantor (as applicable) shall pay all fees, expenses or penalties necessary in
order to terminate the rights and responsibilities of each subservicer from the Servicer's or the Guarantor's (as applicable) own
funds without reimbursement from the Owner.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a
subservicer or any reference herein to actions taken through a Subservicer or otherwise, the Servicer shall not be relieved of its
obligations to the Owner or the Guarantor 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 Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit
or modify such indemnification.
Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer
shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or liabilities
with respect to such subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and expenses.
For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such payment.
To the extent the Class B-4 Certificates (as issued under the Pooling and Servicing Agreement) are no longer outstanding,
with respect to any Mortgage Loan which is Delinquent in payment by 90 days or more, the Guarantor shall have the right (with the
reasonable consent of the Master Servicer) to appoint a servicer (a "Special Servicer") with expertise in servicing delinquent
mortgage loans (such Mortgage Loan, a "Specially Serviced Mortgage Loan") and to enter into a special servicing agreement with such
Special Servicer (a "Special Servicing Agreement"), in the form reasonably acceptable to the Depositor, any Master Servicer and the
Guarantor.
At the direction of the Guarantor, the Servicer shall transfer the servicing of any Xxxxxx Mae Loan which is Delinquent by
ninety (90) days or more to a Special Servicer. The Special Servicer shall thereupon assume all of the rights and obligations of the
Servicer, as servicer, hereunder arising thereafter and the Servicer shall have no further rights or obligations, as servicer,
hereunder with respect to such Specially Serviced Mortgage Loan (except that the Special Servicer shall not be (i) liable for any
acts or omissions of the Servicer hereunder prior to the servicing transfer date or (ii) deemed to have made any representations and
warranties of the Servicer hereunder). Upon the transfer of the servicing of any such Xxxxxx Xxx Loan to a Special Servicer, the
Special Servicer shall be entitled to the Servicing Fee and other compensation accruing after the servicing transfer date with
respect to such Specially Serviced Mortgage Loan.
In connection with the transfer of the servicing of any Specially Serviced Mortgage Loan to a Special Servicer, the
Servicer, at the Special Servicer's expense, shall deliver to the Special Servicer all documents and records relating to such
Specially Serviced Mortgage Loan and an accounting of amounts collected or held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of the servicing to the Special Servicer. On the servicing transfer date, the Special Servicer
shall reimburse the Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees accrued as of such dates relating
to the Specially Serviced Mortgage Loan for which the servicing is being transferred. After the payment by the Special Servicer of
such amounts, the Special Servicer shall be entitled to be reimbursed for all amounts previously paid to the Servicer by the Special
Servicer. In addition, the Special Servicer shall notify the Master Servicer of such transfer and the effective date of such
transfer, and amend the Mortgage Loan Schedule to reflect that such Xxxxxx Mae Loans are Specially Serviced Mortgage Loans.
The Special Servicing Agreement shall be consistent with the provisions of this Agreement, including but not limited to this
Section 4.01, and shall include at a minimum that:
(i) the Special Servicer shall at all times meet the eligibility criteria described in this Agreement to the
satisfaction of the Depositor and any Master Servicer;
(ii) the Special Servicer shall agree to fulfill all requirements of the Servicer hereunder with respect to
Regulation AB in connection with the Specially Serviced Mortgage Loans;
(iii) the Special Servicer shall service the Specially Serviced Mortgage Loans in a manner consistent with the
provisions of this Agreement;
(iv) the Special Servicer shall use the Xxxxxx Xxx foreclosure network (and pay the customary fees therefor) for
foreclosures and bankruptcies relating to Specially Serviced Mortgage Loans;
(v) the Special Servicer shall use the Xxxxxx Mae disposition service (and pay the customary fees therefor) for
the disposition of REO Property related to Specially Serviced Mortgage Loans;
(vi) the Special Servicer shall make Monthly Advances on the Specially Serviced Mortgage Loans to the same
extent and in the same manner as the Servicer pursuant to this Agreement;
(vii) the Special Servicer shall be entitled to receive the related Servicing Fee with respect to all Specially
Serviced Mortgage Loans;
(viii) prior to the transfer of servicing to the Special Servicer, the Servicer and the Special Servicer shall
have provided all notices relating to such transfer of servicing as required to be delivered to the borrowers by applicable state and
federal law;
(ix) the Special Servicer shall indemnify the Servicer, the Guarantor and the Master Servicer for any
liabilities to them arising from failures of the Special Servicer to perform its obligations according to the terms of this Agreement;
(x) the Special Servicer shall promptly give notice thereof to the Guarantor and the Owner of the transfer of
servicing to the Special Servicer, including the loan number together with the borrower's name and the unpaid Stated Principal
Balance of the transferred Xxxxxx Xxx Loan at the time of transfer;
(xi) each of the respective obligations, duties, and liabilities of the Servicer with respect to the servicing
of the Specially Serviced Mortgage Loans that have arisen prior to the date on which the servicing of such Specially Serviced
Mortgage Loan was transferred to the Special Servicer (the "Effective Date"), and of the Special Servicer that arise on and after the
Effective Date, under this Agreement and the Special Servicing Agreement and that remain unperformed or unsatisfied shall survive any
transfer of servicing;
(xii) once a Xxxxxx Mae Loan becomes a Specially Serviced Mortgage Loan, such Xxxxxx Xxx Loan shall remain a
Specially Serviced Mortgage Loan, and shall continue to be serviced by the Special Servicer, until the earlier of the liquidation or
other disposition of such Xxxxxx Mae Loan or the termination of the Special Servicing Agreement, regardless of delinquency status or
otherwise;
(xiii) the Guarantor may remove the Special Servicer if the Special Servicer at any time fails to meet any of the
above criteria or otherwise, in the judgment of the Guarantor, fails to perform according to the terms of the subservicing agreement
and the provisions of this Section 4.01; provided that prior to any such removal the Guarantor shall designate a successor Special
Servicer (with the reasonable consent of the Master Servicer) meeting the requirements of this Section 4.01, and no removal of a
Special Servicer shall be effective until a successor Special Servicer has entered into a special subservicing agreement meeting the
requirements of this Section 4.01 and agreed to assume the duties of the Special Servicer or, the Servicer has undertaken such
duties; and
(xiv) in connection with any transfer of a Xxxxxx Xxx Loan to the Special Servicer as a Specially Serviced
Mortgage Loan, the Servicer shall execute any appropriate assignments or other documents reasonable and necessary to further the
servicing of the Special Servicer under the Special Servicing Agreement.
The Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Xxxxxx Mae Selling Guide
and that for each Mortgage Loan, the Servicer agrees it shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.
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 Servicer
will proceed with diligence 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 and the terms and provisions of 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 Servicer will take reasonable care in ascertaining and estimating annual ground rents, taxes,
assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in
the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.
The Servicer shall not waive any Prepayment Charge 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 Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the Remittance Date.
Notwithstanding anything to the contrary herein, no consent of the Guarantor (solely with respect to the Xxxxxx Xxx Loans) or RMIC
(solely with respect to the RMIC Covered Loans) shall be required with respect to any waiver of a Prepayment Charge in accordance
with the terms of this Agreement.
Section 4.03. Realization Upon Defaulted Mortgage Loans.
The Servicer shall use its reasonable efforts, consistent with the procedures that the Servicer would use in servicing loans
for its own account and the requirements of the Xxxxxx Mae Guide, 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; provided that, in connection with an acceptance of a deed in
lieu of foreclosure, the Servicer shall be required to obtain the consent of the Guarantor (with respect to the Xxxxxx Xxx Loans) and
the consent of RMIC (with respect to RMIC Covered Loans). In determining the delinquency status of any Mortgage Loan, the Servicer
will apply the definition of Delinquent as such term is defined under the Pooling and Servicing Agreement. The Servicer shall use its
reasonable efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by
the Owner, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the
provisions that, in any case in which Mortgaged Property shall have suffered damage, the Servicer 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 Owner after reimbursement to itself for such expenses, and (ii) that
such expenses will be recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. The Servicer shall be responsible for all costs and expenses incurred by it in any such
proceedings or functions as Servicing Advances; provided, however, that it shall be entitled to reimbursement therefor as provided 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 Servicer or the Guarantor has reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Owner or the Guarantor otherwise requests an environmental
inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector. Upon
completion of the inspection, the Servicer shall promptly provide the Owner and the Guarantor with a written report of the
environmental inspection. After reviewing the environmental inspection report, the Owner after consultation with the Guarantor,
shall determine how the Servicer shall proceed with respect to the Mortgaged Property. If it is determined that the Mortgaged
Property is contaminated by hazardous or toxic substances or wastes, the consent of the Guarantor (with respect to the Xxxxxx Mae
Loans) and RMIC (with respect to the RMIC Covered Loans) is required in connection with the foreclosure or acceptance of a deed in
lieu of foreclosure of such Mortgaged Property.
Section 4.04. Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Servicer 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. Each Custodial Account
shall be established with a Qualified Depository. To the extent such funds are not deposited in a Custodial Account, such funds may
be invested in Permitted Investments for the benefit of the Owner (with any income earned thereon for the benefit of the Servicer).
Custodial Accounts will be reconciled within 45 days after bank statement cutoff date. Funds deposited in the Custodial Account may
be drawn on by the Servicer 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 Owner upon request.
The Servicer acknowledges and agrees that the Servicer shall bear any losses incurred with respect to Permitted Investments. The
amount of any such losses shall be immediately deposited by the Servicer in the Custodial Account, out of the Servicer's own funds,
with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account or Accounts no
later than two (2) Business Days after receipt and identification of funds and retain therein the following payments and collections:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans received after
the Cut-off Date;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance
Rate received after the Cut-off Date;
(iii) all Net Liquidation Proceeds received after the Cut-off Date;
(iv) any net amounts received by the Servicer after the Cut-off Date in connection with any REO Property
pursuant to Section 4.13;
(v) all Insurance Proceeds received after the Cut-off Date including amounts required to be deposited pursuant
to Sections 4.08 and 4.10, 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 the Servicer's normal servicing procedures, the loan
documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property received after the Cut-off Date 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 the Servicer's normal servicing procedures, the loan documents or applicable law;
(vii) any Monthly Advances as provided in Section 5.03;
(viii) any amounts received after the Cut-off Date and required to be deposited in the Custodial Account pursuant
to Section 6.02; and
(ix) with respect to each full or partial Principal Prepayment received after the Cut-off Date, any Prepayment
Interest Shortfalls, to the extent of the Servicer's aggregate Servicing Fee received with respect to the related Due Period.
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, assumption fees and ancillary fees,
to the extent permitted by Section 6.01, and all Prepayment Interest Excess need not be deposited by the Servicer in the Custodial
Account.
Section 4.05. Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:
(i) to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Servicer'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;
(iii) to reimburse itself for unreimbursed Servicing Advances and Monthly Advances, the Servicer's right to reimburse
itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds received after the Cut-off Date related to such Mortgage Loan;
(iv) to pay to itself as 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
recovery attributable to interest on a particular Mortgage Loan;
(v) to reimburse itself for any Nonrecoverable Advances or advances made in connection with any Servicing Modification
pursuant to Section 4.01;
(vi) to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;
(vii) to reimburse itself as provided in Section 8.03 hereof;
(viii) to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06. Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer 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. Each Escrow Account shall be established with a Qualified Depository. To the extent such funds are not deposited in an
Escrow Account, such funds may be invested in Permitted Investments. Funds deposited in an Escrow Account may be drawn on by the
Servicer 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 Owner upon request. The Servicer acknowledges
and agrees that the Servicer shall bear any losses incurred with respect to Permitted Investments. The amount of any such losses
shall be immediately deposited by the Servicer in the Escrow Account, as appropriate, out of the Servicer's own funds, with no right
to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts no later
than two (2) Business Days after receipt and identification of funds and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
items as are 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 Servicer shall make withdrawals from an Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth in and in accordance with Section 4.07. Except as provided in
Section 4.07, the Servicer shall be entitled to retain any interest paid on funds deposited in an Escrow Account by the Qualified
Depository.
Section 4.07. Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, fire and hazard insurance premiums,
Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;
(ii) to reimburse Servicer for any Servicing Advance made by Servicer 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 connection with an acquisition of REO Property;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;
(viii) to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in an 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.
Section 4.08. Payment of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage Insurance Policies;
Maintenance of the RMIC Policy; Collections Thereunder.
With respect to each Mortgage Loan, the Servicer 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 Policy 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 Servicer 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 Servicer shall determine that any such payments are made by the Mortgagor when due. The Servicer 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 Servicer 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 maintained until the ratio of the
current outstanding principal balance of the related Mortgage Loan to the appraised value of the related Mortgaged Property, based on
the most recent appraisal of the Mortgaged Property performed by a Qualified Appraiser, such appraisal to be included in the
Servicing File, is reduced to an amount for which Xxxxxx Xxx no longer requires such insurance to be maintained. The Servicer will
not cancel or refuse to renew any Primary Mortgage Insurance Policy 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 Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Servicer 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 Servicer 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 Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
provided above.
In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and the
Owner, 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.
The Servicer shall take whatever action is appropriate to maximize the amounts payable under the RMIC Policy and to service
the RMIC Covered Loans in the manner required by the RMIC Policy. The Servicer shall prepare and submit, or cause the related
Subservicer to prepare and submit, all claims eligible for submission under the RMIC Policy. If the RMIC Policy is terminated for
any reason other than the exhaustion of its coverage, or if the Servicer has knowledge that the financial strength rating of RMIC is
reduced to below investment grade, the Servicer will use its best efforts to obtain, or cause the related Subservicer to obtain, a
comparable policy from a qualified insurer. The replacement policy, if available, shall provide coverage equal to the then remaining
coverage of the RMIC Policy.
In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and the
Owner, claims to the insurer under the RMIC Policy in a timely fashion in accordance with the terms of such RMIC Policy, and, in this
regard, to take such action as shall be necessary to permit recovery under the RMIC Policy respecting a defaulted Mortgage Loan.
Pursuant to Section 4.04, any amounts collected by the Servicer under any Primary Mortgage Insurance Policy or the RMIC Policy shall
be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09. Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time to
time. The Servicer shall notify the Owner of any such transfer within 15 Business Days of transfer. If any one of the investment
ratings of a Qualified Depository holding funds or Eligible Investments in the Custodial Account or Escrow Account is downgraded by
the issuing rating agency, the Servicer shall, within three (3) Business Days of receipt of notice of the downgrading, transfer all
such accounts, funds and Permitted Investments to a different Qualified Depository in accordance with this Agreement.
Section 4.10. Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
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) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the Mortgagee from
becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency
Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the Servicer will
cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, 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. The
Servicer shall also maintain on the 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, liability insurance 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 Servicer 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 the Servicer's
normal servicing procedures, 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 Servicer or the Mortgagor or maintained on property
acquired in respect of the Mortgage Loans, other than pursuant to the Xxxxxx Mae Guide 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 Servicer 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 Servicer. The
Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided,
however, that the Servicer shall not accept any such insurance policies from insurance companies unless such companies currently
reflect a General Policy Rating in Best's Key Rating Guide currently acceptable to Xxxxxx Xxx and are licensed to do business in the
state wherein the property subject to the policy is located.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a mortgage impairment or blanket policy issued by an issuer that
has a Best rating of A:VI insuring against hazard losses on all of Mortgaged Properties securing 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, the Servicer 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 Servicer 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 one or more losses 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 Servicer agrees to prepare and present, on behalf of the Owner, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy. Upon request of the Owner, the Servicer shall cause to be
delivered to the Owner a certified true copy of such policy and 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 Owner.
Section 4.12. Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies that would meet the requirements of Xxxxxx Mae on all officers, employees or other persons
acting in any capacity with regard to the Mortgage Loans and who handle funds, money, documents and papers relating to the Mortgage
Loans. The Fidelity Bond and errors and omissions insurance shall be in the form of the Mortgage Banker's Blanket Bond and shall
protect and insure the Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent
acts of such persons. Such Fidelity Bond and errors and omissions insurance shall also protect and insure the Servicer against
losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this
Section 4.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties
and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at
least equal to the corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae Guide. The Servicer shall, upon request of Owner,
deliver to the Owner 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 Owner. The Servicer shall notify the
Owner 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 Owner and its 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.
Section 4.13. Title, Management and Disposition of REO Property.
In the event that title to any 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 Owner or its designee. Any such Person or Persons holding such title other
than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.
The Servicer shall assume the responsibility for marketing each REO Property in accordance with Accepted Servicing
Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Owner relating to such REO
Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar year
of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and
REO Property are held and the Owner and the Guarantor shall have been supplied with an Opinion of Counsel (at the Servicer's expense)
to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying
the period beyond such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on
"prohibited transactions" of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify
as a REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel).
Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property held by a
REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf of the
related trust or sold or managed in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify at any time as "foreclosure property" within a meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on "net income from foreclosure property" with respect to such Mortgaged Property
within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the
related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code. If requested, the Servicer
shall provide the Guarantor an Opinion of Counsel to the effect that certain actions taken by the Servicer with respect to REO
Property will not cause such property to fail to qualify as "foreclosure property" within the meaning of the Code.
The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account all revenues received with
respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance
of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall
maintain separate records with respect to each REO Property identifying all deposits and withdrawals from the Custodial Account for
each REO Property.
The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for each REO Property covering the
operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as
the Owner shall reasonably request.
The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Xxxxxx Xxx Guide,
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. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer
deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be promptly
deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall
reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.
The Servicer 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 may be required by the circumstances. The
Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.
Section 4.14. Notification of Adjustments.
With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date in compliance with requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall
execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the Mortgage Interest Rate adjustments. The Servicer shall promptly, upon written request therefor, deliver to
the Guarantor (with respect to the Xxxxxx Mae Loans), RMIC (with respect to the RMIC Covered Loans) and the Owner such notifications
and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon
the discovery by the Servicer or the receipt of notice from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate
in accordance with the terms of the related Mortgage Note and Mortgage, the Servicer shall immediately deposit in the Custodial
Account from its own funds the amount of any interest loss or deferral caused to the Owner thereby.
ARTICLE V
PAYMENTS TO THE OWNER
Section 5.01. Remittances.
On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited to the Custodial Account as of the
close of business on the last day of the calendar month preceding the Determination Date, net of charges against or withdrawals from
the Custodial Account pursuant to Section 4.05, except (a) Full Principal Prepayments received on or before the 14th day of the month
in which a Remittance Date occurs shall be remitted to the Owner on the Remittance Date of such month, and (b) Full Principal
Prepayments received after the 14th day of the month in which a Remittance Date occurs shall be remitted to the Owner on the next
following Remittance Date, plus, to the extent not already deposited in the Custodial Account, the sum of (ii) all Monthly Advances,
if any, which the Servicer is obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment Interest Shortfalls the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected after the
Cut-off Date but due on a Due Date or Dates subsequent to the last day of the related Due Period, which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Owner after the Business Day on which such payment was due, the Servicer
shall pay to the Owner interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each
change, plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall
be remitted to the Owner by the Servicer on the date such late payment is made and shall cover the period commencing with the day
following such Business Day and ending with the Business Day on which such payment is made, both inclusive. The payment by the
Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Servicer.
Section 5.02 Statements to the Owner, the Guarantor and the Master Servicer.
The Servicer shall furnish to the Master Servicer and Guarantor an individual Mortgage Loan accounting report (a "Report"),
as of the last Business Day of each month and the end of the related Prepayment Period, as applicable, in the Servicer's assigned
loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, such
Report shall be received by the Owner, the Guarantor and the Master Servicer no later than the tenth Business Day of the month of the
related Remittance Date (or, with respect to information as to Full Principal Prepayments and prepayment penalties no later than 3:00
pm New York time on the first Business Day after the end of each Prepayment Period), a report in an Excel (or compatible) electronic
format, in such format as may be mutually agreed upon by both the Owner and the Servicer, and which shall provide the information
required to be contained in the monthly statements to certificateholders as specified in the related pooling and servicing Agreement,
to the extent applicable to the Servicer.
In addition, the Servicer shall provide to the Master Servicer and the Owner such other information known or available to
the Servicer that is necessary in order to provide the distribution and pool performance information as required under Regulation AB,
as amended from time to time, as determined by the Owner in its sole discretion. The Servicer shall also provide a monthly report,
in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Servicer, the Owner and the Master Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit K, with respect to realized losses and gains, with each such report.
The Servicer shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to the Master Servicer pursuant to any applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Servicer shall provide the Owner and the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Owner and the Master Servicer to prepare its federal income tax return as Owner
and the Master Servicer may reasonably request from time to time.
In addition, not more than 60 days after the end of each calendar year, the Servicer shall furnish to each Person who was an
Owner and the Master Servicer 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 of principal and interest for the applicable portion of such
year.
Section 5.03. Monthly Advances by the Servicer.
Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Servicer, whether or not deferred pursuant to
Section 4.01, of Monthly Payments, adjusted to the related Mortgage Loan Remittance Rate, which are delinquent at the close of
business on the related Determination Date; provided, however, that the amount of any such deposit may be reduced by the Amount Held
for Future Distribution (as defined below) then on deposit in the Custodial Account. Any portion of the Amount Held for Future
Distribution used to pay Monthly Advances shall be replaced by the Servicer by deposit into the Custodial Account on any future
Remittance Date to the extent that the funds that are available in the Custodial Account for remittance to the Owner on such
Remittance Date are less than the amount of payments required to be made to the Owner on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination Date which were received after the Cut-off Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of such Remittance Date, and (ii)
payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the
related Due Date.
The Servicer's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the final disposition
or liquidation of the Mortgaged Property, unless the Servicer deems such advance to be nonrecoverable from Liquidation Proceeds, REO
Disposition Proceeds or Insurance Proceeds with respect to the applicable Mortgage Loan. In such latter event, the Servicer shall
deliver to the Owner an Officer's Certificate of the Servicer to the effect that an officer of the Servicer has reviewed the related
Servicing File and has obtained a recent appraisal and has made the reasonable determination that any additional advances are
nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.
Section 5.04. Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Master Servicer pursuant to a
deed-in-lieu of foreclosure, the Servicer shall submit to the Master Servicer a liquidation report with respect to such Mortgaged
Property in such form as the Servicer and the Master Servicer shall agree. The Servicer shall also provide reports on the status of
REO Property containing such information as Master Servicer may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01. Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of a
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 Servicer 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, or if coverage under the RMIC Policy would be
adversely affected. If the Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the
Servicer, with the consent of the Guarantor (with respect to the Xxxxxx Xxx Loans) and the consent of RMIC (with respect to RMIC
Covered Loans) 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
Servicer, with the prior consent of the primary mortgage insurer, if any, the Guarantor (with respect to the Xxxxxx Mae Loans) and
RMIC (with respect to RMIC Covered Loans) 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 Servicer shall follow the underwriting practices
and procedures of the Xxxxxx Xxx Guide. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne
by the related Mortgage Note and the amount of the Monthly Payment may not be changed. The Servicer shall notify the Owner, RMIC
(with respect to any RMIC Covered Loan) and the Guarantor (with respect to any Xxxxxx Mae Loan) that any such substitution of
liability or assumption agreement has been completed by forwarding to the Owner the original (with copies to the Guarantor or RMIC,
as applicable) of any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage
Loan Documents and shall, for all purposes, be considered a part of such related mortgage file to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Servicer for entering into an assumption or
substitution of liability agreement shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this section or any other provision of this Agreement, the Servicer shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Servicer 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 Loan Documents.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Custodian with a certification and
request for release by a Servicing Officer, which certification shall include a statement to the effect that all amounts received in
connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been so
deposited, and a request for delivery to the Servicer of the portion of the Mortgage Loan Documents held by the Custodian. Upon
receipt of such certification and request, the Owner shall promptly release or cause the Custodian to promptly release the related
Mortgage Loan Documents to the Servicer and the Servicer shall prepare and deliver for execution by the Owner or at the Owner's
option execute under the authority of a power of attorney delivered to the Servicer by the Owner any satisfaction or release. 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 Servicer 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 Owner may have under the mortgage instruments, the Servicer,
upon written demand, shall remit within one Business Day to the Owner the then outstanding principal balance of the related Mortgage
Loan by deposit thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond insuring the Servicer 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 Loans, including for the purpose of
collection under any Primary Mortgage Insurance Policy, upon request of the Servicer and delivery to the Custodian of a servicing
receipt signed by a Servicing Officer, the Custodian shall release the portion of the Mortgage Loan Documents held by the Custodian
to the Servicer. Such servicing receipt shall obligate the Servicer to promptly return the related Mortgage Loan Documents to the
Custodian, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or such documents have 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 Servicer has promptly
delivered to the Owner or the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to
which such documents were 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 Owner or the Custodian, as
applicable, to the Servicer.
Section 6.03. Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to withdraw from the Custodial Account or to
retain from interest payments on the Mortgage Loans the amounts provided for as the Servicer's Servicing Fee. Additional servicing
compensation in the form of assumption fees, as provided in Section 6.01, late payment charges and other ancillary fees shall be
retained by the Servicer to the extent not required to be deposited in the Custodial Account. The Servicer 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; Annual Certification.
(a) The Servicer will deliver to the Owner and the Master Servicer, not later than March 15th of each calendar year
commencing with 2007 and continuing each year thereafter, an Officer's Certificate (an "Annual Statement of Compliance") stating, as
to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of 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, the Servicer 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 cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement
shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of
the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans
to a Subservicer, the Servicer shall deliver an Annual Statement of Compliance of the Subservicer as described above as to each
Subservicer as and when required with respect to the Servicer.
(b) With respect to the Mortgage Loans, by March 15th of each calendar year commencing with 2007 and continuing each
year thereafter, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the
Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of each such entity and such
entity's affiliates and the officers, directors and agents of any such entity and such entity's affiliates, in the form attached
hereto as Exhibit G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans
to a Subservicer or a Subcontractor, to the extent such Subcontractor is "participating in the servicing function" pursuant to Item
1122 of Regulation AB, the Servicer shall deliver an Annual Certification as to each such Subservicer and Subcontractor, as and when
required with respect to the Servicer.
In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and
obligations under, or resigns pursuant to the terms of this 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 6.04 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, assignment or resignation.
The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 6.04 or Section 6.09 or the negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the
Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims,
damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master
Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section
6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.
Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the audited
(if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent fiscal
year of the Servicer.
Section 6.05. [Reserved]
Section 6.06. Owner and Guarantor's Right to Examine Servicer Records.
Each of the Owner and the Guarantor shall have the right to examine and audit, at its expense, upon reasonable notice to the
Servicer, 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 Servicer, or held by another for the Servicer or on its behalf or
otherwise, which relate to the performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Owner, the Guarantor and any supervisory agents or examiners representing a state or
federal governmental agency having jurisdiction over the Owner or the Guarantor access to any documentation regarding the Mortgage
Loans in the possession of the Servicer 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 Servicer, and in accordance with the
applicable federal or state government regulations.
Section 6.07. Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held,
the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the 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 "contribution" to a REMIC set forth in Section 860G(d) of the Code unless the
Servicer and the Guarantor, if applicable, have received an Opinion of Counsel (at the expense of the party seeking to take such
actions) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.
Section 6.08. Non-solicitation.
The Servicer shall not knowingly conduct any solicitation exclusively targeted to the Mortgagors for the purpose of inducing
or encouraging the early prepayment or refinancing of the related Mortgage Loans. It is understood and agreed that promotions
undertaken by the Servicer or any agent or affiliate of the Servicer which are directed to the general public at large, including,
without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements shall
not constitute solicitation under this section. Nothing contained herein shall prohibit the Servicer from (i) distributing to
Mortgagors any general advertising including information brochures, coupon books, or other similar documentation which indicates
services the Servicer offers, including refinances or (ii) providing financing of home equity loans to Mortgagors at the Mortgagor's
request.
Section 6.09. Assessment of Compliance with Servicing Criteria.
On and after January 1, 2007, the Servicer shall service and administer, and shall cause each subservicer to service or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the
Securities Administrator, and any Depositor on or before March 15th of each calendar year commencing with 2007 and continuing each
year thereafter, a report (an "Assessment of Compliance") regarding the Servicer's assessment of compliance with the Servicing
Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the
Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer's Assessment
of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto.
With respect to the Mortgage Loans, on or before March 15th of each calendar year commencing with 2007 and continuing each
year thereafter, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Securities Administrator and any
Depositor a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment
of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or
as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation
reports issued or adopted by the Public Company Accounting Oversight Board.
The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master
Servicer, the Securities Administrator and any Depositor an assessment of compliance and accountants' attestation as and when
provided in Section 6.09.
In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and
obligations under, or resigns pursuant to the terms of this 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 6.09 or to the related section of such other applicable agreement, as the case may be,
notwithstanding any such termination , assignment or resignation.
Section 6.10. Intent of the Parties; Reasonableness.
The Owner and the Servicer acknowledge and agree that a purpose of clause (g) of Article III, Sections 5.02, 6.04, 6.09 and
10.02 of this Agreement is to facilitate compliance by the Owner and any Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission. None of the Owner, the Master Servicer or any Depositor shall 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 thereunder. The Servicer 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 asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Owner or any Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Servicer shall cooperate
fully with the Owner to deliver to the Owner (including any of its assignees or designees) and any Depositor, any and all statements,
reports, certifications, records and any other information necessary in the good faith determination of the Owner or any Depositor to
permit the Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the
Servicer, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Owner or any
Depositor to be necessary in order to effect such compliance.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01. Servicer Shall Provide Information as Reasonably Required.
The Servicer shall furnish to the Owner and the Guarantor upon request, during the term of this Agreement, such periodic,
special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with
respect to the purposes of this Agreement. The Servicer may negotiate with the Owner or the Guarantor, as applicable, for a
reasonable fee for providing such report or information, unless (i) the Servicer is required to supply such report or information
pursuant to any other section of this Agreement, or (ii) the report or information has been requested in connection with Internal
Revenue Service or other regulatory agency requirements. All such reports or information shall be provided by and in accordance with
all reasonable instructions and directions given by the Owner or the Guarantor, as applicable. The Servicer agrees to execute and
deliver all such instruments and take all such action as the Owner and the Guarantor, from time to time, may reasonably request in
order to effectuate the purpose and to carry out the terms of this Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01. Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Owner, its successors and assigns, any agent of the Owner, and the Master Servicer, and
hold each of such Persons 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 such Person may sustain in any way related to the failure
of the Servicer to perform in any way its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement
and for breach of any representation or warranty of the Servicer contained herein. Additionally, the Servicer agrees to indemnify
the Guarantor and hold it harmless against any and all losses resulting from a shortfall in any collection or liability resulting
from or attributable to an adjustment to the Mortgage Interest Rate of a Xxxxxx Xxx Loan that was made by the Servicer in a manner
not consistent with the terms of the related Mortgage Note and this Agreement. The Servicer shall immediately notify the Owner, the
Guarantor or other indemnified Person if a claim is made by a third party with respect to this Agreement or the Mortgage Loans,
assume (with the consent of the Owner, the Guarantor, if applicable, and such other Indemnified Person and with counsel reasonably
satisfactory to the Owner, the Guarantor, if applicable, and such Person) 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 such other indemnified Person in respect of such claim but failure to so notify the Owner, the Guarantor and such other
indemnified Person shall not limit its obligations hereunder. The Servicer agrees that it will not enter into any settlement of any
such claim without the consent of the Owner, the Guarantor, if applicable, and such other indemnified Person unless such settlement
includes an unconditional release of the Owner, the Guarantor and such other indemnified Person from all liability that is the
subject matter of such claim. The provisions of this Section 8.01 shall survive termination of this Agreement.
Section 8.02. Merger or Consolidation of the Servicer.
The Servicer 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 Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer whether or not
related to loan servicing, shall be the successor of the Servicer 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, or which is a HUD-approved mortgagee whose primary business is in origination and servicing of first
lien mortgage loans, and (iii) which is a Xxxxxx Mae approved seller/servicer in good standing.
Section 8.03. Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the officers, employees or agents of the Servicer shall be under any liability to the Owner,
RMIC or the Guarantor 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 Servicer or any such
person against any breach of warranties or representations made herein, or failure to perform in any way its obligations in
compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of
gross negligence or any breach of the terms and conditions of this Agreement. The Servicer and any officer, employee or agent of the
Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by the Owner, RMIC or the
Guarantor respecting any matters arising hereunder. The Servicer 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 opinion may involve it in any expenses or liability; provided, however, that the Servicer may, with the consent of the Owner and
the Guarantor, 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. 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 Owner or the
Guarantor, if applicable, will be liable, and the Servicer shall be entitled to be reimbursed therefor from the Custodial Account
pursuant to Section 4.05.
Section 8.04. Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties hereby imposed on it except with the consent of the Owner and
the Guarantor or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity
cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion
of Counsel to such effect delivered to the Owner and the Guarantor, which Opinion of Counsel shall be in form and substance
acceptable to the Owner and the Guarantor. No such resignation shall become effective until a successor shall have assumed the
Servicer'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 Servicer to service the Mortgage Loans hereunder, the Servicer acknowledges that the
Owner and the Guarantor have acted in reliance upon the Servicer'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 Servicer 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 Owner and the Guarantor, if applicable, which approval shall not be
unreasonably withheld; provided that the Servicer may assign the Agreement and the servicing hereunder without the consent of Owner
(and with the consent of the Guarantor) to an affiliate of the Servicer to which all servicing of the Servicer is assigned so long as
(i) such affiliate is a Xxxxxx Xxx approved servicer and (ii) if it is intended that such affiliate be spun off to the shareholders
of the Servicer, such affiliate have a GAAP net worth of at least $25,000,000 and (iii) such affiliate shall deliver to the Owner and
the Guarantor a certification pursuant to which such affiliate shall agree to be bound by the terms and conditions of this Agreement
and shall certify that such affiliate is a Xxxxxx Mae approved servicer in good standing.
ARTICLE IX
DEFAULT
Section 9.01. Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:
(i) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement
which continues unremedied for one (1) Business Day after written notice thereof (it being understood that this subparagraph shall
not affect Servicer's obligation pursuant to Section 5.01 to pay default interest on any remittance received by the Owner after the
Business Day on which such payment was due); or
(ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer set forth in this Agreement (other than those described in clause (ix) hereof),
the breach of which has a material adverse effect and which continue unremedied for a period of thirty 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 Servicer by the Owner; 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 Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Servicer 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 Servicer or of or
relating to all or substantially all of its property; or
(v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Servicer ceases to be approved by Xxxxxx Xxx (to the extent such entities are then operating in a capacity
similar to that in which they operate on the date hereof) as a mortgage loan servicer for more than thirty days to the extent such
entities perform similar functions; or
(vii) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts, without the
consent of the Owner and the Guarantor, if applicable, 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; or
(viii) the Servicer 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 Servicer's ability to perform its obligations
hereunder; or
(ix) failure by the Servicer to duly perform, within the required time period, its obligations under Section 6.04, 6.09
or any of clauses (v) through (viii) of Section 10.02;
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Owner or the Guarantor with
respect to the Xxxxxx Mae Loans, by notice in writing to the Servicer and the Guarantor may, in addition to whatever rights the Owner
may have under Section 8.01 and at law or equity to damages, including injunctive relief and specific performance, terminate all the
rights and obligations of the Servicer (and if the Servicer is servicing any of the Mortgage Loans in a Pass-Through Transfer,
appoint a successor servicer reasonably acceptable to the Master Servicer for such Pass-Through Transfer) under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer 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
Owner or the Guarantor, the Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in such
successor's possession all Servicing 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 Servicer's sole expense. The Servicer agrees to cooperate with the Owner, the Guarantor and
such successor in effecting the termination of the Servicer'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 Servicer to
the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
The Servicer shall promptly reimburse the Guarantor, the Owner (or any designee of the Owner, such as a master servicer) and
any Depositor, as applicable, for all reasonable expenses incurred by the Guarantor, the Owner (or such designee) or such Depositor,
as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage
Loans to a successor servicer, if the termination and/or transfer of servicing is for cause related to a servicer default. The
provisions of this paragraph shall not limit whatever rights the Guarantor, the Owner or any Depositor may have under other
provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an
action for damages, specific performance or injunctive relief.
Section 9.02. Waiver of Defaults.
The Owner or the Guarantor with respect to the Xxxxxx Xxx Loans may waive only by written notice to the Servicer and the
Guarantor, any default by the Servicer 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 Servicer shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property and the
remittance of all funds due hereunder; or (ii) by consent of the Servicer, the Guarantor and the Owner in writing; or (iii)
termination by the Owner pursuant to Section 9.01; or (iv) at the direction of the Guarantor to terminate the Agreement as it relates
to and governs the servicing of the Xxxxxx Mae Loans. Simultaneously with any such termination and the transfer of servicing
hereunder, the Servicer shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
Section 10.02. Cooperation of Servicer with a Reconstitution.
The Servicer and the Owner 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 Owner's sole option, the Owner 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.
Notwithstanding the foregoing, no more than three (3) Reconstitutions may occur with respect to any Mortgage Loan.
The Servicer agrees to execute in connection with any agreements among the Owner, the Servicer, and any servicer in
connection with a Whole Loan Transfer, an assignment, assumption and recognition agreement, or, at Owner'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. It is understood that any such Reconstitution Agreements will not contain any greater
obligations on the part of Servicer than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Owner, the Servicer agrees (1)
to cooperate fully with the Owner 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 Owner; (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").
In addition, the Servicer shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall request
upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Servicer as are reasonably agreed upon by the Servicer and the Owner or any such other
participant;
(iii) within 5 Business Days after request by the Owner, the information with respect to the Servicer (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit I for convenience of reference only, as determined by Owner in its sole discretion. In the event that the Servicer has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall provide the
information required pursuant to this clause with respect to the Subservicer;
(iv) within 5 Business Days after request by the Owner,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Servicer (as
servicer) and each Subservicer as required by Item 1117 of Regulation AB, a summary of the requirements of which as of the date
hereof is attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion,
(b) information regarding affiliations with respect to the Servicer (as servicer) and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit I for
convenience of reference only, as determined by Owner in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Servicer (as servicer) and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is
attached hereto as Exhibit I for convenience of reference only, as determined by Owner in its sole discretion;
(v) for the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) provide prompt notice to the Owner, the Master
Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer or any
Subservicer, (B) any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the
Servicer or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the
Servicer, and (E) the Servicer's entry into an agreement with a Subservicer to perform or assist in the performance of any of the
Servicer's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a
description of such proceedings, affiliations or relationships;
(vi) as a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any 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;
(vii) in addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions
of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Pass-Through Transfer that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such
Subservicer, as applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for
filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with
all information, data, and materials related thereto as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced below):
(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); and
(viii) the Servicer shall provide to the Owner, the Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or
such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit I and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following parties participating in a
Pass-Through Transfer: each issuing entity; each Person (including, but not limited to, the Master Servicer, if applicable)
responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person
who controls any of such parties or the Depositor (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, agents and affiliates of each of the foregoing
and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, 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, data, accountants' letter or other material provided under this Section 10.02 by or on behalf of the Servicer, or
provided under this Section 10.02, Sections 6.04 and 6.09 and by or on behalf of any Subservicer or Subcontractor (collectively, the
"Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be
stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely
by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Servicer of its obligations under this Section 10.02, including particularly any failure by the
Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other
material when and as required under this Section 10.02, including any failure by the Servicer to identify pursuant to Section 11.15
any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Servicer of a representation or warranty set forth in Section Article III or in a writing furnished
pursuant to clause (h) of Article III and made as of a date prior to the closing date of the related Pass-Through Transfer, to the
extent that such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing
furnished pursuant to clause (h) of Article III to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Servicer in connection with its performance under this Section
10.02.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Servicer on the other.
In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor,
as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the
Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, 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
or Section 6.04 or Section 6.09 as required by the Servicer, any Subservicer or any Subcontractor.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass Through Transfer shall be subject to
this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this
Agreement shall remain in full force and effect.
Section 10.03. Master Servicer.
The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which
Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Owner, shall have the same rights as the Owner to enforce the obligations of
the Servicer under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer
under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement if such failure
constitutes an Event of Default as provided in Article IX of this Agreement. Notwithstanding anything to the contrary, in no event
shall the Master Servicer assume any of the obligations of the Owner under this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Successor to the Servicer.
Prior to termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 8.04, 9.01 or
10.01(ii), (1) to the extent the Owner terminates the Servicer, the Owner shall (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor with the consent of the Guarantor
to the extent set forth in the Pooling and Servicing Agreement (which consent shall not be unreasonably withheld or delayed) 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 Servicer under this Agreement prior to the termination of the Servicer's responsibilities, duties and
liabilities under this Agreement, (2) to the extent that the Guarantor terminates the Servicer, the Guarantor shall appoint a
successor with the consent of the Master Servicer (which consent shall not be unreasonably withheld or delayed). In connection with
such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as the Owner and such successor shall agree. In the event that the Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Servicer 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
the Servicer 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 Servicer of the representations and warranties made pursuant to Article III and the
remedies available to the Owner or the Guarantor under Section 8.01, it being understood and agreed that the provisions of such
Article III and Section 8.01 shall be applicable to the Servicer notwithstanding any such resignation or termination of the Servicer,
or the termination of this Agreement.
Notwithstanding any other section contained herein to the contrary, to the extent the Owner or any other Person has the
right to terminate or remove the Servicer with respect to the Xxxxxx Xxx Loans, such Person must obtain the prior written consent of
the Guarantor (other than with respect to a removal for a failure on the part of the Servicer to remit payment) and such consent may
not be unreasonably delayed or withheld.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer, the Guarantor and the
Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not affect
any claims that the Owner or the Guarantor may have against the Servicer arising prior to any such termination or resignation.
The Servicer shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Servicing Files and related documents and statements held by it hereunder and the Servicer shall account for all funds. The Servicer
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 Servicer.
The successor shall make such arrangements as it may deem appropriate to reimburse the Servicer for unrecovered Monthly Advances and
Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Servicer pursuant to
this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner and the Guarantor of such
appointment.
All reasonable costs and expenses incurred in connection with replacing the Servicer upon its resignation or the termination
of the Servicer in accordance with the terms of this 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 Servicer as a result of an
Event of Default 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, shall be payable on demand by the resigning or terminated Servicer without any
right of reimbursement therefor.
Section 11.02. Amendment.
This Agreement may be amended from time to time by written agreement signed by the Servicer and the Owner, and with the
consent of the Guarantor. The Servicer shall provide to the Guarantor a copy of any amendment or supplement to this Agreement. The
Servicer shall provide to the Guarantor a copy of any amendment or supplement to this Agreement. Notwithstanding any provision of
this Agreement to the contrary, no amendment to this Agreement shall be made that may cause the Trust to cease to be a "qualifying
special purpose entity under accounting principles generally accepted in the United States of America."
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 all 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
Servicer at the Owner's expense on direction of the Owner and the Guarantor accompanied by an opinion of counsel to the effect that
such recordation materially and beneficially affects the interest of the Owner and the Guarantor or is necessary for the
administration or servicing the Mortgage Loans.
Section 11.04. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. 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 transmitted by telecopier and confirmed by a similar mailed writing, as follows:
(i) if to the Servicer:
EMC Mortgage Corporation
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000.
(ii) if to the Owner:
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Attention: Global Credit Administration
Telecopier No.: (000) 000-0000
(iii) if to the Master Servicer:
Xxxxx Fargo Bank, National Association
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Attention: Master Servicing - Bear Xxxxxxx ALT-A Trust 2007-3
And for overnight delivery to:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Master Servicing - Bear Xxxxxxx ALT-A Trust 2007-3
Telecopier No.: (000) 000-0000
(iv) if to the Guarantor, in accordance with Section 11.17 hereunder:
Xxxxxx Mae, Special Products Group,
Mail Stop 5H-5W-03
00000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Director
Telecopier: (000) 000-0000
(v) if to RMIC, in accordance with Section 11.17 hereunder:
Republic Mortgage Insurance Company
000 Xxx Xxxxx Xxxxxxxxx
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx
Attention: Bulk Transactions
Facsimile: (000) 000-0000
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 address (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 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 which 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; and
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration.
Section 11.09. Reproduction of Documents.
This Agreement and all documents relating hereto, 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. Except as required to be disclosed by law, 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 this Agreement.
Section 11.11. Assignment by the Owner.
The Owner shall have the right, without the consent of the Servicer hereof, 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 Owner
hereunder, by executing an assignment and assumption agreement reasonably acceptable to the Servicer and the assignee or designee
shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. In no event shall Owner sell
a partial interest in any Mortgage Loan. All references to the Owner in this Agreement shall be deemed to include its assignees or
designees. It is understood and agreed between the Owners and the Servicer that no more than five (5) Persons shall have the right
of owner under this Agreement at any one time. The Owner shall provide notice of any assignment, in whole or in part, to the
Guarantor and RMIC.
Section 11.12. 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 Servicer shall be rendered as an independent contractor and not as agent for Owner.
Section 11.13. 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 Section 8.05, this Agreement shall inure to the benefit of and be binding upon the Servicer and the Owner and
their respective successors and assigns.
Section 11.14. Entire Agreement.
Each of the Servicer and the Owner acknowledge that no representations, agreements or promises were made to it by the other
party or any of its employees other than those representations, agreements or promises specifically contained herein. This Agreement
sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.
Section 11.15. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations
of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (b) of this Section and has received the consent of the Guarantor. The Servicer shall not hire or otherwise utilize the
services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the servicers of any Subcontractor,
to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the
Servicer complies with the provisions of paragraph (d) of this Section and has received the consent of the Guarantor. The Servicer
must notify the Owner, the Guarantor, the Master Servicer and any Depositor in writing of any affiliations or relationships that
develop following the closing date between the Servicer or any Subservicer.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Owner
and any Depositor to comply with the provisions of this Section and with clauses (g) and (j) of Article III, Sections 6.04, 6.09 and
10.02 of this Agreement to the same extent as if such Subservicer were the Owner, and to provide the information required with
respect to such Subservicer under Section 3.01(i) of this Agreement. The Servicer shall be responsible for obtaining from each
Subservicer and delivering to the Owner, the Master Servicer and any Depositor any Annual Statement of Compliance required to be
delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by
such Subservicer under Section 6.09, any Annual Certification required under Section 6.04(b), any Additional Form 10-D Disclosure and
any Form 8-K Disclosure Information, as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Owner, the Guarantor, the Master Servicer and any Depositor
(or any designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Owner,
the Guarantor, if applicable, the Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the
Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this
paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any
Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 6.07 and 10.02 of this
Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and Attestation Report and other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.09 (and any Annual Certification
required under Section 6.09(b)), in each case as and when required to be delivered.
Unless otherwise specified herein, the Servicer must obtain the written consent of the Guarantor prior to entering into any
agreement into which the Servicer assigns any of it's rights or obligations under this Agreement, including any rights of the
Servicer to receive any payments or reimbursements hereunder.
11.16. Third Party Beneficiary.
For purposes of this Agreement, the Guarantor, RMIC and each Master Servicer shall be considered a third party beneficiary
to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
11.17. Notices to the Guarantor and RMIC.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, if the
consent of the Guarantor (solely with respect to the Xxxxxx Xxx Loans) or the consent of RMIC (solely with respect to the RMIC
Covered Loans) is requested by the Servicer pursuant to the terms of this Agreement, and notice of such consent or lack thereof is
not received by the requesting party within five (5) Business Days (other than as set forth below) of receipt of such request,
consent of the Guarantor (solely with respect to the Xxxxxx Mae Loans) or RMIC (solely with respect to the RMIC Covered Loans) shall
be deemed to have been provided. Notwithstanding the foregoing, if the consent of the Guarantor (solely with respect to the Xxxxxx
Xxx Loans) or the consent of RMIC (solely with respect to RMIC Covered Loans) is requested in connection with the foreclosure or the
acceptance of a deed in lieu of foreclosure of any related Mortgaged Property, and such consent or lack thereof is not received by
the requesting party within three (3) Business Days of receipt of such request, consent of the Guarantor (solely with respect to the
Xxxxxx Mae Loans) or RMIC (solely with respect to the RMIC Covered Loans) shall be deemed to have been provided.
IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the date and year first above written.
EMC MORTGAGE CORPORATION
Servicer
By:_______________________________
Name:
Title:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Owner
By:_______________________________
Name:
Title:
EXHIBIT A-1
MORTGAGE LOAN SCHEDULE
[Provided Upon Request]
EXHIBIT A-2
XXXXXX XXX LOANS
[Provided Upon Request]
EXHIBIT A-3
RMIC COVERED LOANS
[Provided Upon Request]
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of April 1, 2007, (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 "BSALTA 2007-3
Custodial Account, in trust for XXXX XX, Owner of Whole Loan Mortgages, and various Mortgagors." All deposits in the account shall
be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of
the requirement that the account be fully insured as described below. 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.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of April 1, 2007 (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 "BSALTA 2007-3
Escrow Account, in trust for XXXX XX, Owner of Whole Loan Mortgages, and various Mortgagors." All deposits in the account shall be
subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. 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.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, National Association
0000 00xx Xxxxxx X.X.
Xxxx., XX 00000
Attn: ________________
Re: Custodial Agreement dated as of April 1, 2007, between EMC Mortgage Corporation and Xxxxx Fargo Bank, National
Association, as Custodian
In connection with the administration of the Mortgage Loans held by you as Custodian for the Owner pursuant to the
above-captioned Custody Agreement, we request the release, and hereby acknowledge receipt, of the Custodian's 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
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation [Reason:_______________________________]
Address to which Custodian should
Deliver the Custodian's Mortgage File: __________________________________________
__________________________________________
__________________________________________
By:_______________________________________
(authorized signer)
Issuer:____________________________________
Address:___________________________________
___________________________________
Date:______________________________________
Custodian
Xxxxx Fargo Bank, National Association
Please acknowledge the execution of the above request by your signature and date below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
_________________________________________________________________________________________________________________________________________________________________________
Standard Loan Level File Layout - Master Servicing
_________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________________________________________
Exhibit 1: Layout
_________________________________________________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
_________________________________________________________________________________________________________________________________________________________________________
Each file requires the following fields:
_________________________________________________________________________________________________________________________________________________________________________
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans. Text up to 20 digits
20
_________________________________________________________________________________________________________________________________________________________________________
LOAN_NBR A unique identifier assigned to each loan by the investor. Text up to 10 digits
10
_________________________________________________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may Text up to 10 digits
be different than the LOAN_NBR. 10
_________________________________________________________________________________________________________________________________________________________________________
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest payment that 2 No commas(,) or dollar
a borrower is expected to pay, P&I constant. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6
6
_________________________________________________________________________________________________________________________________________________________________________
NET_INT_RATE The loan gross interest rate less the service fee rate as 4 Max length of 6
reported by the Servicer. 6
_________________________________________________________________________________________________________________________________________________________________________
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the Servicer. 4 Max length of 6
6
_________________________________________________________________________________________________________________________________________________________________________
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar
Servicer. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6
6
_________________________________________________________________________________________________________________________________________________________________________
ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted rate. 4 Max length of 6
6
_________________________________________________________________________________________________________________________________________________________________________
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning of the 2 No commas(,) or dollar
processing cycle. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the 2 No commas(,) or dollar
processing cycle. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's MM/DD/YYYY
next payment is due to the Servicer, as reported by Servicer. 10
_________________________________________________________________________________________________________________________________________________________________________
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment MM/DD/YYYY
amount. 10
_________________________________________________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SERV_CURT_DATE_2 The curtailment date associated with the second curtailment MM/DD/YYYY
amount. 10
_________________________________________________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________________________________________
Exhibit 1: Continued Standard Loan Level File Layout
_________________________________________________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
_________________________________________________________________________________________________________________________________________________________________________
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment MM/DD/YYYY
amount. 10
_________________________________________________________________________________________________________________________________________________________________________
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
PIF_AMT The loan "paid in full" amount as reported by the Servicer. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY
10
_________________________________________________________________________________________________________________________________________________________________________
Action Code Key:
ACTION_CODE The standard FNMA numeric code used to indicate the 15=Bankruptcy, 2
default/delinquent status of a particular loan. 00xXxxxxxxxxxx, , 00xXXX,
63=Substitution,
65=Repurchase,70=REO
_________________________________________________________________________________________________________________________________________________________________________
INT_ADJ_AMT The amount of the interest adjustment as reported by the 2 No commas(,) or dollar
Servicer. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if applicable. 2 No commas(,) or dollar
signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
Plus the following applicable fields:
_________________________________________________________________________________________________________________________________________________________________________
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the beginning 2 No commas(,) or dollar
of the cycle date to be passed through to investors. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the end of 2 No commas(,) or dollar
a processing cycle. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer for 2 No commas(,) or dollar
the current cycle -- only applicable for Scheduled/Scheduled signs ($) 11
Loans.
_________________________________________________________________________________________________________________________________________________________________________
SCHED_NET_INT The scheduled gross interest amount less the service fee amount 2 No commas(,) or dollar
for the current cycle as reported by the Servicer -- only signs ($) 11
applicable for Scheduled/Scheduled Loans.
_________________________________________________________________________________________________________________________________________________________________________
ACTL_PRIN_AMT The actual principal amount collected by the Servicer for the 2 No commas(,) or dollar
current reporting cycle -- only applicable for Actual/Actual signs ($) 11
Loans.
_________________________________________________________________________________________________________________________________________________________________________
ACTL_NET_INT The actual gross interest amount less the service fee amount 2 No commas(,) or dollar
for the current reporting cycle as reported by the Servicer -- signs ($) 11
only applicable for Actual/Actual Loans.
_________________________________________________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on his loan 2 No commas(,) or dollar
as reported by the Servicer. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by the 2 No commas(,) or dollar
servicer. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________________________________________
Exhibit 1: Continued Standard Loan Level File Layout
_________________________________________________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment Max
Size
_________________________________________________________________________________________________________________________________________________________________________
MOD_DATE The Effective Payment Date of the Modification for the loan. MM/DD/YYYY
10
_________________________________________________________________________________________________________________________________________________________________________
MOD_TYPE The Modification Type. Varchar - value can be
alpha or numeric 30
_________________________________________________________________________________________________________________________________________________________________________
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances made by 2 No commas(,) or dollar
Servicer. signs ($) 11
_________________________________________________________________________________________________________________________________________________________________________
Flag to indicate if the repurchase of a loan is due to a breach Y=Breach
BREACH_FLAG of Representations and Warranties N=NO Breach 1
Let blank if N/A
_________________________________________________________________________________________________________________________________________________________________________
Exhibit 2: Monthly Summary Report by Single Investor
MONTHLY SUMMARY REPORT
For Month Ended:________mm/dd/yyyy Servicer Name______________________________
Prepared by:_________________________ Investor Nbr_______________________________
Section 1. Remittances and Ending Balances - Required Data
_________________________________________________________________________________________________________________________________________
Beginning Ending Total Monthly Total Ending Unpaid Total Monthly Principal
Loan Count Loan Count Remittance Amou Principal Balance Balance
_________________________________________________________________________________________________________________________________________
0 0 $0.00 $0.00 $0.00
_________________________________________________________________________________________________________________________________________
Principal Calculation
1. Monthly Principal Due + $0.00
________________________
2. Current Curtailments + $0.00
________________________
3. Liquidations + $0.00
________________________
4. Other (attach explanation) + $0.00
________________________
5. Principal Due $0.00
________________________
6. Interest (reported "gross") + $0.00
________________________
7. Interest Adjustments on Curtailments + $0.00
________________________
8. Servicing Fees - $0.00
________________________
9. Other Interest (attach explanation) + $0.00
________________________
10. Interest Due (need to subtract ser fee) $0.00
========================
Remittance Calculation
11. Total Principal and Interest Due (lines 5+10) + $0.00
________________________
12. Reimbursement of Non-Recoverable Advances - $0.00
________________________
13. Total Realized gains + $0.00
________________________
14. Total Realized Losses - $0.00
________________________
15. Total Prepayment Penalties + $0.00
________________________
16. Total Non-Supported Compensating Interest - $0.00
________________________
17. Other (attach explanation) $0.00
________________________
18. Net Funds Due on or before Remittance Date $ $0.00
________________________
_________________________________________________________________________________________________________________________________________
Section 2. Delinquency Report - Optional Data for Loan Accounting
_________________________________________________________________________________________________________________________________________
Installments Delinquent
_________________________________________________________________________________________________________________________________________
Total No. Total No. In Total Dollar
Real Estate
of of 30- 60- 90 or more Foreclosure Amount of
Owned
Loans Delinquencies Days Days Days (Optional) Delinquencies
(Optional)
_________________________________________________________________________________________________________________________________________
0 0 0 0 0 0 0 $0.00
_________________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________________
Section 3. REG AB Summary Reporting - REPORT ALL APPLICABLE FIELDS
_________________________________________________________________________________________________________________________________________
REG XX XXXXXX LOAN COUNT BALANCE
_________________________________________________________________________________________________________________________________________
PREPAYMENT PENALTY AMT 0 $0.00
_________________________________________________________________________________________________________________________________________
PREPAYMENT PENALTY AMT WAIVED 0 $0.00
_________________________________________________________________________________________________________________________________________
DELINQUENCY P&I AMOUNT 0 $0.00
_________________________________________________________________________________________________________________________________________
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Exhibit : Standard File Layout - Delinquency Reporting
*The column/header names in bold are the minimum fields Xxxxx Fargo must receive from every Servicer
_____________________________________________________________________________________________________________________________________________________________________________________
Column/Header Name Description Decimal Format Comment
_____________________________________________________________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be different than the
LOAN_NBR
_____________________________________________________________________________________________________________________________________________________________________________________
LOAN_NBR A unique identifier assigned to each loan by the originator.
_____________________________________________________________________________________________________________________________________________________________________________________
CLIENT_NBR Servicer Client Number
_____________________________________________________________________________________________________________________________________________________________________________________
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to identify a group of
loans in their system.
_____________________________________________________________________________________________________________________________________________________________________________________
BORROWER_FIRST_NAME First Name of the Borrower.
_____________________________________________________________________________________________________________________________________________________________________________________
BORROWER_LAST_NAME Last name of the borrower.
_____________________________________________________________________________________________________________________________________________________________________________________
PROP_ADDRESS Street Name and Number of Property
_____________________________________________________________________________________________________________________________________________________________________________________
PROP_STATE The state where the property located.
_____________________________________________________________________________________________________________________________________________________________________________________
PROP_ZIP Zip code where the property is located.
_____________________________________________________________________________________________________________________________________________________________________________________
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the servicer at the end of MM/DD/YYYY
processing cycle, as reported by Servicer.
_____________________________________________________________________________________________________________________________________________________________________________________
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
_____________________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
_____________________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing.
_____________________________________________________________________________________________________________________________________________________________________________________
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by the courts MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged MM/DD/YYYY
and/or a Motion For Relief Was Granted.
_____________________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
_____________________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with instructions to begin MM/DD/YYYY
foreclosure proceedings.
_____________________________________________________________________________________________________________________________________________________________________________________
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property from the borrower. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
OCCUPANT_CODE Classification of how the property is occupied.
_____________________________________________________________________________________________________________________________________________________________________________________
PROP_CONDITION_CODE A code that indicates the condition of the property.
_____________________________________________________________________________________________________________________________________________________________________________________
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
CURR_PROP_VAL The current "as is" value of the property based on brokers price opinion or 2
appraisal.
_____________________________________________________________________________________________________________________________________________________________________________________
REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed pursuant to a 2
broker's price opinion or appraisal.
_____________________________________________________________________________________________________________________________________________________________________________________
If applicable:
_____________________________________________________________________________________________________________________________________________________________________________________
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
_____________________________________________________________________________________________________________________________________________________________________________________
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this cycle.
_____________________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company. MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool Insurer MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
FRCLSR_BID_AMT The foreclosure sale bid amount 11 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA
_____________________________________________________________________________________________________________________________________________________________________________________
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
BPO_DATE The date the BPO was done.
_____________________________________________________________________________________________________________________________________________________________________________________
CURRENT_FICO The current FICO score
_____________________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard Insurance Company. 10 MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. 11 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim payment. 10 MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. 11 No commas(,) or
dollar signs ($)
_____________________________________________________________________________________________________________________________________________________________________________________
ACTION_CODE Indicates loan status Number
_____________________________________________________________________________________________________________________________________________________________________________________
NOD_DATE MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
NOI_DATE MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
ACTUAL_PAYMENT_ PLAN_END_DATE
_____________________________________________________________________________________________________________________________________________________________________________________
ACTUAL_REO_START_DATE MM/DD/YYYY
_____________________________________________________________________________________________________________________________________________________________________________________
REO_SALES_PRICE Number
_____________________________________________________________________________________________________________________________________________________________________________________
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
_____________________________________________________________________________________________________________________________________________________________________________________
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
____________________________________________________________________________________________________________________
Delinquency Code Delinquency Description
____________________________________________________________________________________________________________________
001 FNMA-Death of principal mortgagor
____________________________________________________________________________________________________________________
002 FNMA-Illness of principal mortgagor
____________________________________________________________________________________________________________________
003 FNMA-Illness of mortgagor's family member
____________________________________________________________________________________________________________________
004 FNMA-Death of mortgagor's family member
____________________________________________________________________________________________________________________
005 FNMA-Marital difficulties
____________________________________________________________________________________________________________________
006 FNMA-Curtailment of income
____________________________________________________________________________________________________________________
007 FNMA-Excessive Obligation
____________________________________________________________________________________________________________________
008 FNMA-Abandonment of property
____________________________________________________________________________________________________________________
009 FNMA-Distant employee transfer
____________________________________________________________________________________________________________________
011 FNMA-Property problem
____________________________________________________________________________________________________________________
012 FNMA-Inability to sell property
____________________________________________________________________________________________________________________
013 FNMA-Inability to rent property
____________________________________________________________________________________________________________________
014 FNMA-Military Service
____________________________________________________________________________________________________________________
015 FNMA-Other
____________________________________________________________________________________________________________________
016 FNMA-Unemployment
____________________________________________________________________________________________________________________
017 FNMA-Business failure
____________________________________________________________________________________________________________________
019 FNMA-Casualty loss
____________________________________________________________________________________________________________________
022 FNMA-Energy environment costs
____________________________________________________________________________________________________________________
023 FNMA-Servicing problems
____________________________________________________________________________________________________________________
026 FNMA-Payment adjustment
____________________________________________________________________________________________________________________
027 FNMA-Payment dispute
____________________________________________________________________________________________________________________
029 FNMA-Transfer of ownership pending
____________________________________________________________________________________________________________________
030 FNMA-Fraud
____________________________________________________________________________________________________________________
031 FNMA-Unable to contact borrower
____________________________________________________________________________________________________________________
INC FNMA-Incarceration
____________________________________________________________________________________________________________________
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
____________________________________________________________________________________________________________________
Status Code Status Description
____________________________________________________________________________________________________________________
09 Forbearance
____________________________________________________________________________________________________________________
17 Pre-foreclosure Sale Closing Plan Accepted
____________________________________________________________________________________________________________________
24 Government Seizure
____________________________________________________________________________________________________________________
26 Refinance
____________________________________________________________________________________________________________________
27 Assumption
____________________________________________________________________________________________________________________
28 Modification
____________________________________________________________________________________________________________________
29 Charge-Off
____________________________________________________________________________________________________________________
30 Third Party Sale
____________________________________________________________________________________________________________________
31 Probate
____________________________________________________________________________________________________________________
32 Military Indulgence
____________________________________________________________________________________________________________________
43 Foreclosure Started
____________________________________________________________________________________________________________________
44 Deed-in-Lieu Started
____________________________________________________________________________________________________________________
49 Assignment Completed
____________________________________________________________________________________________________________________
61 Second Lien Considerations
____________________________________________________________________________________________________________________
62 Veteran's Affairs-No Bid
____________________________________________________________________________________________________________________
63 Veteran's Affairs-Refund
____________________________________________________________________________________________________________________
64 Veteran's Affairs-Buydown
____________________________________________________________________________________________________________________
65 Chapter 7 Bankruptcy
____________________________________________________________________________________________________________________
66 Chapter 11 Bankruptcy
____________________________________________________________________________________________________________________
67 Chapter 13 Bankruptcy
____________________________________________________________________________________________________________________
EXHIBIT G
FORM OF SERVICER CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
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]
[Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the "Company Servicing Information");
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;
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] [Securities Administrator] [Trustee];
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
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment
and Attestation Report required to be provided by the Company and by any Subservicer and 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.
EXHIBIT H
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit H is provided for convenience of reference only. In the event of a conflict or inconsistency between the
terms of this Exhibit H and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of
the SEC shall control.
Item 1122(d)
(a) General servicing considerations.
(1) Policies and procedures are instituted to monitor any performance or other triggers and events of default
in accordance with the transaction agreements.
(2) 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.
(3) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are
maintained.
(4) 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.
(b) Cash collection and administration.
(1) Payments on mortgage loans 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.
(2) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized
personnel.
(3) 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.
(4) 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.
(5) 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.
(6) Unissued checks are safeguarded so as to prevent unauthorized access.
(7) 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 45 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.
(c) Investor remittances and reporting.
(1) 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 mortgage loans serviced by the
Servicer.
(2) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority
and other terms set forth in the transaction agreements.
(3) 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.
(4) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of
payment, or custodial bank statements.
(d) Mortgage Loan administration.
(1) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related
mortgage loan documents.
(2) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(3) 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.
(4) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan
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 mortgage loan documents.
(5) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an
obligor's unpaid principal balance.
(6) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or
re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage
loan documents.
(7) 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.
(8) Records documenting collection efforts are maintained during the period a mortgage loan 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 mortgage loans including, for example,
phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(9) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based
on the related mortgage loan documents.
(10) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed,
in accordance with the obligor's mortgage loan 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 mortgage loan
documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction agreements.
(11) 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.
(12) 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.
(13) 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.
(14) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the
transaction agreements.
(15) 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 I
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit I is provided for convenience of reference only. In the event of a conflict or inconsistency between the
terms of this Exhibit I and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of
the SEC shall control.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Owner's form of organization;
-a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the
Servicer's experience in servicing assets of any type as well as a more detailed discussion of the Servicer's experience in, and
procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding
the size, composition and growth of the Servicer's portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Servicer that may be material to any analysis of the servicing of the Mortgage Loans or the
related asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred
as to any other securitization due to any act or failure to act of the Servicer, whether any material noncompliance with applicable
servicing criteria as to any other securitization has been disclosed or reported by the Servicer, and the extent of outsourcing the
Servicer uses;
-a description of any material changes to the Servicer's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Servicer's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Servicer's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Servicer on the Mortgage Loans and the
Servicer's overall servicing portfolio for the past three years; and
-the Owner's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1117
-describe any legal proceedings pending against the Servicer or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Servicer, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Servicer, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Servicer, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
EXHIBIT J
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
(RMBS unless otherwise noted)
Key:
X - obligation
_____________________________________________________________________________________________________________________________________________________________________________
RegAB Reference Servicing Criteria Servicers
_____________________________________________________________________________________________________________________________________________________________________________
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 X
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 X
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 X
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 X
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. X
_____________________________________________________________________________________________________________________________________________________________________________
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees X
1122(d)(2)(iii) charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over X
collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
_____________________________________________________________________________________________________________________________________________________________________________
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction X
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
1122(d)(2)(v) Securities Exchange Act.
_____________________________________________________________________________________________________________________________________________________________________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
_____________________________________________________________________________________________________________________________________________________________________________
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including X
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.
_____________________________________________________________________________________________________________________________________________________________________________
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 X
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.
_____________________________________________________________________________________________________________________________________________________________________________
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms X
1122(d)(3)(ii) set forth in the transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other X
1122(d)(3)(iii) number of days specified in the transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or X
1122(d)(3)(iv) 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 pool asset X
documents.
_____________________________________________________________________________________________________________________________________________________________________________
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements X
_____________________________________________________________________________________________________________________________________________________________________________
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any X
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 X
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.
_____________________________________________________________________________________________________________________________________________________________________________
The Servicer's records regarding the pool assets agree with the Servicer's records with respect to an obligor's unpaid X
1122(d)(4)(v) principal balance.
_____________________________________________________________________________________________________________________________________________________________________________
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, X
reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset
1122(d)(4)(vi) documents.
_____________________________________________________________________________________________________________________________________________________________________________
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, X
foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes
1122(d)(4)(vii) or other requirements established by the transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the X
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).
_____________________________________________________________________________________________________________________________________________________________________________
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related X
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 X
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.
_____________________________________________________________________________________________________________________________________________________________________________
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or X
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
1122(d)(4)(xi) transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's X
1122(d)(4)(xii) funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
_____________________________________________________________________________________________________________________________________________________________________________
Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the X
1122(d)(4)(xiii) servicer, or such other number of days specified in the transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction X
1122(d)(4)(xiv) agreements.
_____________________________________________________________________________________________________________________________________________________________________________
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv) maintained as set forth in the transaction agreements.
_____________________________________________________________________________________________________________________________________________________________________________
EXHIBIT K
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due within 90 days of liquidation. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer
efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
_____________________________________________________________________________________________________________________________________________________________________________
Servicer Loan No. Servicer Name Servicer Address
_____________________________________________________________________________________________________________________________________________________________________________
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ _______________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance _______________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections _______________(10)
(11) FC Costs/Other Legal Expenses _______________(11)
(12) Other (itemize) _______________(12)
Cash for Keys__________________________ _______________(12)
HOA/Condo Fees_______________________ _______________(12)
______________________________________ _______________(12)
Total Expenses $ ______________(13)
Credits:
(14) Escrow Balance $ ______________(14)
(15) HIP Refund _______________(15)
(16) Rental Receipts _______________(16)
(17) Hazard Loss Proceeds _______________(17)
(18) Primary Mortgage Insurance / Gov't Insurance _______________(18a)
HUD Part A
_______________(18b)
HUD Part B
(19) Pool Insurance Proceeds _______________(19)
(20) Proceeds from Sale of Acquired Property _______________(20)
(21) Other (itemize) _______________(21)
_________________________________________ _______________(21)
Total Credits $ ______________(22)
Total Realized Loss (or Amount of Gain) $ ______________(23)
Escrow Disbursement Detail
_____________________________________________________________________________________________________________________________________________________________
Type Date Paid Period of Coverage Total Paid Base Amount Penalties Interest
(Tax /Ins.)
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
EXHIBIT H-2
EMC MORTGAGE CORPORATION
Purchaser,
HSBC MORTGAGE CORPORATION (USA)
Company,
AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
TABLE OF CONTENTS
ARTICLE I
Section 1.01 Defined Terms.............................................................................2
ARTICLE II
Section 2.01 Agreement to Purchase....................................................................14
Section 2.02 Purchase Price...........................................................................15
Section 2.03 Servicing of Mortgage Loans..............................................................15
Section 2.04 Record Title and Possession of Mortgage Files;
Maintenance of Servicing Files...................................................15
Section 2.05 Books and Records........................................................................16
Section 2.06 Transfer of Mortgage Loans...............................................................17
Section 2.07 Delivery of Mortgage Loan Documents......................................................17
Section 2.08 Quality Control Procedures...............................................................19
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults..............................19
Section 2.10 Modification of Obligations..............................................................19
ARTICLE III
Section 3.01 Representations and Warranties of the Company............................................21
Section 3.02 Representations and Warranties as to
Individual Mortgage Loans........................................................24
Section 3.03 Repurchase; Substitution.................................................................33
Section 3.04 Representations and Warranties of the Purchaser..........................................35
ARTICLE IV
Section 4.01 Company to Act as Servicer...............................................................36
Section 4.02 Collection of Mortgage Loan Payments.....................................................39
Section 4.03 Realization Upon Defaulted Mortgage Loans................................................40
Section 4.04 Establishment of Custodial Accounts;
Deposits in Custodial Accounts...................................................41
Section 4.05 Permitted Withdrawals from the
Custodial Account................................................................42
Section 4.06 Establishment of Escrow Accounts;
Deposits in Escrow Accounts......................................................43
Section 4.07 Permitted Withdrawals From Escrow Account................................................44
Section 4.08 Payment of Taxes, Insurance and Other
Charges; Maintenance of Primary Mortgage
Insurance Policies; Collections Thereunder......................................45
Section 4.09 Transfer of Accounts.....................................................................46
Section 4.10 Maintenance of Hazard Insurance..........................................................46
Section 4.11 Maintenance of Mortgage Impairment
Insurance Policy.................................................................47
Section 4.12 Fidelity Bond, Errors and Omissions
Insurance.........................................................................48
Section 4.13 Title, Management and Disposition of REO Property........................................48
Section 4.14 Notification of Maturity Date............................................................50
ARTICLE V
Section 5.01 Distributions............................................................................50
Section 5.02 Statements to the Purchaser..............................................................51
Section 5.03 Monthly Advances by the Company..........................................................53
Section 5.04 Liquidation Reports......................................................................53
ARTICLE VI
Section 6.01 Assumption Agreements....................................................................53
Section 6.02 Satisfaction of Mortgages and Release
of Mortgage Files................................................................54
Section 6.03 Servicing Compensation...................................................................55
Section 6.04 Annual Statement as to Compliance........................................................56
Section 6.05 Annual Independent Certified Public
Accountants' Servicing Report....................................................56
Section 6.06 Purchaser's Right to Examine Company Records.............................................56
ARTICLE VII
Section 7.01 Company Shall Provide Information as Reasonably
Required........................................................................57
ARTICLE VIII
Section 8.01 Indemnification; Third Party Claims......................................................58
Section 8.02 Merger or Consolidation of the Company...................................................58
Section 8.03 Limitation on Liability of the Company and Others........................................59
Section 8.04 Company Not to Assign or Resign..........................................................59
Section 8.05 No Transfer of Servicing.................................................................59
ARTICLE IX
Section 9.01 Events of Default........................................................................61
Section 9.02 Waiver of Defaults.......................................................................62
ARTICLE X
Section 10.01 Termination.............................................................................62
Section 10.02 Termination without cause...............................................................63
ARTICLE XI
Section 11.01 Successor to the Company................................................................63
Section 11.02 Amendment...............................................................................64
Section 11.03 Recordation of Agreement................................................................65
Section 11.04 Governing Law...........................................................................65
Section 11.05 Notices.................................................................................65
Section 11.06 Severability of Provisions..............................................................66
Section 11.07 Exhibits................................................................................66
Section 11.08 General Interpretive Principles.........................................................66
Section 11.09 Reproduction of Documents...............................................................67
Section 11.10 Confidentiality of Information..........................................................67
Section 11.11 Recordation of Assignment of Mortgage...................................................67
Section 11.12 Assignment by Purchaser.................................................................68
Section 11.13 No Partnership..........................................................................68
Section 11.14 Execution: Successors and Assigns.......................................................68
Section 11.15 Entire Agreement........................................................................68
Section 11.16 No Solicitation.........................................................................68
Section 11.17 Closing.................................................................................69
Section 11.18 Cooperation of Company with Reconstitution..............................................70
Section 11.19 Monthly Reporting with Respect to a 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
J Reconstituted Mortgage Loan Reporting
This is an Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, which amends
and restates the Purchase, Warranties and Servicing Agreement, originally dated May 1, 2002, each 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 HSBC Mortgage Corporation (USA), with offices located at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxx 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 lesser of (i) the value thereof as determined by an appraisal
made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum
requirements of Xxxxxx Xxx and FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is
based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of XXXXXX MAE and FHLMC. However in
the case of a mortgage made on property in New York State value will always be determined by the appraisal for determining any
requirement for primary mortgage insurance only.
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.
Buydown Agreement: An agreement between the Seller and a Mortgagor, or an agreement among the Company, a Mortgagor and a
seller of a Mortgaged Property or a third party with respect to a Mortgage Loan which provides for the application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by seller of a Mortgaged Property subject to
a Buydown Mortgage Loan, the buyer of such property, the Company or any other source, plus interest earned thereon, in order to
enable the Mortgagor to reduce the payments required to be made from the mortgagor's fund in the early years of a Mortgage Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less
than the full monthly payments specified in the Mortgage Note for a specified period, and (ii) the difference between the payments
required under such Buydown Agreement and the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a related Buydown Mortgage Loan.
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: HSBC Mortgage Corporation (USA), their successors in interest and assigns, as permitted by this Agreement.
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.
Consumer Information: Information including, but not limited to, all personal information about Mortgagors that is supplied
to the Purchaser by or on behalf of the Company.
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.
Credit Score: The credit score of the Mortgagor provided by Fair, Xxxxx & Company, Inc. or such other organization providing
credit scores as per HSBC underwriting/program guidelines in affect at the time of the origination of a Mortgage Loan.
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 "[_____________________], 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: 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 HSBC underwriting manual in effect at the time of
origination.
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "__________________, 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 Xxx: The Federal National Mortgage Association, or any successor thereto.
Xxxxxx Mae Guide(s): The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae 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.
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.
Interest Only Mortgage Loan: A Mortgage Loan that requires payment of interest for a period of time specified on the
related Mortgage Note during the interest-only period followed by full amortization of the remaining balance for the remaining
duration of the loan.
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-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to the lower of the Appraised Value or the Sales Price of the Mortgaged Property. However, in the case of a
mortgage made on property in New York State, value will always be determined by the appraisal for determining any requirement for
primary mortgage insurance only.
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.
MERS: Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP, Inc.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The electronic mortgage registration system maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Mortgage: A Mortgage Loan naming MERS as the original mortgagee on the mortgage security instrument.
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 (if applicable) 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 required by 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;
(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;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(28) for any Mortgage Loan originated in the State of New Jersey prior to July 7, 2004, whether such Mortgage Loan is a
"Home Loan", "Covered Home Loan", "Manufactured Housing" or "Home Improvement Loan" as defined in the New Jersey Home Ownership
Security Act of 2002; and
(29) whether the Mortgage Loan has a mandatory arbitration clause;
(30) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
(31) MERS #, 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.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
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, its successors and assigns.
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 institution 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 investment 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 securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) 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 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 (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 obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity 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, excluding any prepayment penalty, 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 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 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 Xxx, 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 Mortgaged
Properties are 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 Mae 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 are not in excess of the existing first mortgage, as outlined in the HSBC
Underwriting Guidelines in effect at the time of origination.
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,; 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 charge 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) (including those listed in (B) relating to Co-op Loans) 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 180 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 270 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 360th 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.
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.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, at its own
expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with
this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Company
further agrees that it will not alter the information 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.
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 in full 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 in full. 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 the first scheduled Monthly Payment which is due under any Mortgage Loan after the related Cut-off Date is
not made during the month in which such Monthly Payment is 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
Delaware 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; and
(p) At the time any Mortgage Loan is registered by the Company with MERS, the Company will be a member of MERS in good
standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS
Mortgage Loans for as long as such Mortgage Loans are registered with MERS.
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 an insurer
acceptable under the Xxxxxx Xxx or FHLMC Guides, against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the Xxxxxx Mae 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 Xxx or FHLMC
requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by an
insurer acceptable under Xxxxxx Mae or FHLMC guidelines. 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) Each Mortgage Loan complies with, and the Company has complied with, applicable local, state and federal laws,
regulations and other requirements including, without limitation, usury, equal credit opportunity, real estate settlement procedures,
the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory and abusive lending laws and consummation of the
transactions contemplated hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will not
involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR
Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as
a "high cost", "threshold", "predatory" "high risk home loan" or "covered" loan (or a similarly classified loan using different
terminology under a law imposing additional legal liability for mortgage loans having high interest rates, points and or/fees) under
any other state, federal or local law including, but not limited to, the States of Georgia, New York, North Carolina, Arkansas,
Kentucky or New Mexico, or (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the "Act"), unless such
Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage Loan, which is not a "High Cost Home Loan" as
defined in the Act or (2) "Covered Home Loan" as defined in the Act that is a first lien purchase money Mortgage Loan, which is not a
High Cost Home Loan under the Act. In addition to and notwithstanding anything to the contrary herein, no Mortgage Loan for which
the Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned by a person
selling either a manufactured home or home improvements to the Mortgaged Property or was made by an originator to whom the Mortgagor
was referred by any such seller. Each Mortgage Loan is being (and has been) serviced in accordance with Accepted Servicing Practices
and applicable state and federal laws, including, without limitation, the Federal Truth-In-Lending Act and other consumer protection
laws, real estate settlement procedures, usury, equal credit opportunity and disclosure laws. Company shall maintain in its
possession, available for the Purchaser's inspection, as appropriate, and shall deliver to the Purchaser or its designee upon demand,
evidence of compliance with all such requirements;
(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 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 "graduated payment" features. Unless otherwise indicated on the related Mortgage
Loan Schedule, no Mortgage Loan is subject to a buydown agreement or contains any buydown provision. With respect to any temporary
Buydown Mortgage Loan, the maximum CLTV is ninety-five percent (95%); the maximum rate discount is three percent (3%), the maximum
Buydown Period is three (3) years; the maximum increase is one percent (1%) per year; with respect to LTV that is 80.01% and above,
the debt-to-income ratio and payment shock are calculated at the second year Mortgage Interest Rate; with respect to LTV 80.00% and
below, debt-to-income ratio and payment shock are calculated at the first year Mortgage Interest Rate. With respect to each Mortgage
Loan that is a Buydown Mortgage Loan, (i) on or before the date of origination of such Mortgage Loan, the Company and the Mortgagor,
or the Company, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown
Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to the Company temporary Buydown Funds in
an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan
is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly
Payment due on such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The
effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will
increase within the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will be equal to
the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Xxxxxx Xxx
guidelines; (ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown
Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date
that the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan
or to increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement
and, if the Buydown Funds were provided by the Seller and if required under Xxxxxx Mae and FHLMC guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds may not be refunded to the Mortgagor
unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan; (iv) As of the date of origination
of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of Xxxxxx Xxx and FHLMC
regarding buydown agreements.
(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) Principal payments on the Mortgage Loan, other than the Interest Only Mortgage Loan, shall commence (with respect to
any newly originated Mortgage Loans) or commenced no more than sixty (60) days after the proceeds of the Mortgage Loan were
disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is
payable on the first day of each month in Monthly Payments, which, (A) in the case of a fixed rate Mortgage Loan, are sufficient to
fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest
Rate, (B) in the case of an adjustable rate Mortgage Loan, other than the Interest Only Mortgage Loan, are changed on each Adjustment
Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based on a fifteen (15) or thirty (30) year
amortization schedule, as set forth in the related Mortgage Note, and a final monthly payment substantially greater than the
preceding monthly payment which is sufficient to amortize the remaining principal balance of the Balloon Loan and to pay interest at
the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Confirmation and
the Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization, unless otherwise noted on the related Mortgage
Loan Schedule. No Mortgage Loan is a convertible Mortgage Loan; (D) in the case of an Interest Only Mortgage Loan, the monthly
payments on each Interest Only Mortgage Loan during the related interest only period is equal to the product of the related Mortgage
Interest Rate and the principal balance of such Mortgage Loan on the first day of each month and after such interest only period,
except with respect to Interest Only Mortgage Loan that are adjustable rate Mortgage Loans, such Mortgage Loan is payable in equal
monthly installments of principal and interest;
(bb) If such Mortgage Loan is a Co-op Loan, the security instruments create a valid, enforceable and subsisting first priority
security interest in the related cooperative shares securing the related cooperative note, subject only to (x) the lien of the related
cooperative for unpaid assessments representing the Mortgagor's pro rata share of payments for a blanket mortgage, if any, current and
future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and
(y) other matters to which like collateral is commonly subject and which do not materially interfere with the benefits of the security
intended to be provided; provided, however, that the related proprietary lease for the cooperative apartment may be subordinated or
otherwise subject to the lien of a mortgage on the cooperative building;
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(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) Unless specified on the related Mortgage Loan Schedule, 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 (if
applicable) 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; Company has no knowledge of any 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) [Reserved];
(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;
(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;
(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;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured
by property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single premium credit insurance policies;
(zz) [Reserved];
(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical
principles which relate the borrower's income, assets and liabilities to the proposed payment and such underwriting methodology does
not rely on the extent of the borrower's equity in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the borrower had a
reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment
prior to maturity: (i) prior to the loan's origination, the borrower agreed to such premium in exchange for a monetary benefit,
including but not limited to a rate or fee reduction, (ii) prior to the loan's origination, the borrower was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower
in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the
contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result
of the borrower's default in making the loan payments;
(ccc) No borrower was required to purchase any credit life, disability, accident or health insurance product as a
condition of obtaining the extension of credit. No borrower obtained a prepaid single-premium credit life, disability, accident or
health insurance policy in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to
purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;
(ddd) [Reserved],
(eee) Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act, if
applicable;
(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying the security, neither the
related Mortgage nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising out of
or relating in any way to the mortgage loan transaction;
(ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan application date on
or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless such Mortgage Loan (1) is
on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR
53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);
(hhh) For any Mortgage Loan with the related Mortgaged Property located in State of Texas which is a second lien and the
interest rate is in excess of 10% and where terms of the Mortgage Note contain a provision for which the Mortgagor may be entitled to
prepaid interest upon payoff, no Mortgagor paid any administrative fees, points, or loan origination fees which would actually result
in any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;
(iii) The Company has complied with all applicable anti-money laundering laws and regulations, including without limitation
the USA Patriot Act of 2001 (collectively, the Anti-Money Laundering Laws"). The Company has established an anti-money laundering
compliance program as required by the Anti-Money Laundering Laws and has conducted the requisite due diligence in connection with the
origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company further represents that it takes
reasonable efforts to determine whether any Mortgagor appears on any list of blocked or prohibited parties designated by the U.S.
Department of Treasury; and
(jjj) If the Mortgage Loan is secured by a long-term residential lease, (1) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent (or the lessor's consent has been
obtained) and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially similar protection (2) the terms of such lease do not (a) allow
the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of a lease in the event of damage or destruction as long as the Mortgage
is in existence or (c) prohibit the holder of the Mortgage from being insured under the hazard insurance policy relating to the
Mortgaged Property (3) the original term of such lease is not less than 15 years (4) the term of such lease does not terminate earlier
than 5 years after the maturity date of the Note and (5) the Mortgaged Property is located in a jurisdiction in which the use of
leasehold estates for residential properties is a widely-accepted practice.
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.
If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company
shall either (a) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS to the Company and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules
and regulations or (b) cause MERS to designate on the MERS® System the Company as the beneficial holder of such Mortgage Loan.
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 Company as provided herein constitute the sole remedies
of the Company 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 term exceeds 12 months in duration. Any such agreement shall be
approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or
workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the approval of the Purchaser and the
Primary Mortgage Insurance Policy insurer if applicable.
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.
The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Xxxxxx Xxx Selling Guide
and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.
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.
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. . Loan shall be demanded within 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. Foreclosure or comparable
proceedings shall be initiated within one hundred twenty (120) 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. In the event any
payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform
any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Company
will proceed diligently to collect all payments due and shall take such action, including commencing foreclosure, as it shall
reasonably deem to be in the best interests of the Purchaser in a manner consistent with Accepted Servicing Practices, 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 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 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 deposited in the Custodial Account, which shall be deposited within 24 hours of receipt, 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; and
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement.
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 Mae 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 Xxx 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 Mae 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 Xxx 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 an insurer acceptable to Xxxxxx Mae or
FHLMC 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. 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 upon request.
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.
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 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 paper or 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 nonrecoverable. 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 February 28th of each year, beginning March 15, 2006, an executed
Officers' Certificate acceptable to the Purchaser 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. Such Officers' Certificate shall contain no
restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by March 15th of such year, the Purchaser, at its sole
option, may permit a cure period for the Company to deliver such Officers' Certificate, but in no event later than March 22nd of such
year.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser 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, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
The Company, at its expense and not later than March 15th of each year, beginning March 15, 2006, 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 acceptable 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. Such statement shall contain
no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser. In addition,
on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser 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, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
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 federal government, FDIC, OTS, or any other similar regulations.
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 related to the breach of a representation or warranty set
forth in Sections 3.01 or 3.02 of this Agreement or in any way related to the alleged breach of any representation or warranty in
Sections 3.01 or 3.02 of this Agreement related to compliance with all applicable laws. 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
gross 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,
but if the purchaser of the Company's assetshas the qualifications set forth in Section 8.02, then the Purchaser will not
unreasonably withhold consent.
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
(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) 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. Termination of the Agreement pursuant to Section 10.01 (iii) shall void
Purchaser's obligation to purchase Mortgage Loans for which Purchaser has issued a Confirmation, commitment confirmation or a
substantially similar commitment to purchase Mortgage Loans.
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. In the event that the Company is terminated pursuant to this Section 10.02 without cause, the Purchaser shall
solicit, by public announcement, bids from three organizations reasonably acceptable to the Purchaser for the purchase of the
servicing functions. Following receipt of such bids, the Purchaser shall either (a) negotiate and effect the transfer, sale and
assignment of the Agreement to the party submitting the highest satisfactory bid, which purchase price shall be paid to the Company
upon transfer of the servicing rights and obligations under this Agreement to the Company's successor, or (b) pay to the Company a
termination fee equal to the amount of the party submitting the highest satisfactory bid. Notwithstanding anything herein to the
contrary, the Purchaser shall deduct all costs and expenses of any public announcement and any other expenses relating to the sale,
transfer and assignment of this Agreement from the sum payable to Company pursuant to the previous sentence.
Section 10.03 Survival.
Termination of this Agreement under Section 10.01 or Section 10.02 shall not affect any of the Company's obligations
regarding repurchase, indemnification or otherwise, all of which shall survive such termination and remain in full force and effect.
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:
Xxxxxxx X. Xxxxx / Senior Vice President
0000 Xxxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX,
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: 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
Telecopier No.: (000) 000-0000
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.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations regarding the privacy and
security of Consumer Information including, but not limited to the Xxxxx-Xxxxx-Xxxxxx Act, Title V, Subtitle A, 15 U.S.C. § 6801 et
seq., (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the
privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific
written direction of the Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect
Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify
the Purchaser of any actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse
effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the Purchaser harmless from and against any loss, claim
or liability the Purchaser may suffer by reason of the Company's failure to perform the obligations set forth in this Section 11.10.
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 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed copies, each of which
shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all
such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed
original Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other
parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopier, facsimile
or email of a scanned image ("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any Term Sheet, fully executed as
provided herein, to each other party hereto by mail and/or courier and/or Electronic Transmission, and such copy as so delivered
shall constitute a fully executed original Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or
Term Sheet, as applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor 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. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
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"). 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.
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:
HSBC MORTGAGE CORPORATION (USA)
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. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, 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. With respect to each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the Mortgage Loan is a
MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage
has been recorded.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, 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. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, 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.
(B) With respect to each Co-op Loan, as applicable and as required by the applicable laws of the state in which the
related Cooperative apartment is located, copies of: (A) the proprietary lease, (B) the security agreement, (C) the assignment of
the proprietary lease, with all intervening assignments showing a complete chain of title and an assignment thereof by such Seller,
(D) the original stock certificate evidencing the ownership of the Cooperative apartment endorsed or accompanied by a stock power
relating to such stock certificate executed in blank, (E) a recognition agreement in form approved by Seller's underwriting
guidelines, in substantially the same form as the standard "AZTECH" form, (F) copies of the financing statement filed by the
applicable Company as secured party and, if applicable, a filed UCC-3 assignment of the subject security interest showing a complete
chain of title, together with an executed UCC-3 Assignment of such security interest by the Company in a form sufficient for filing,
and (G) such other documents as are necessary for the perfection of a lien against the related Co-op Loan ownership interests under
applicable law.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2001 Adjustable Rate Mortgage Loans
(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.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of May 1, 2001 Adjustable Rate Mortgage Loans
(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.
HSBC MORTGAGE CORPORATION (USA)
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 HSBC Mortgage Corporation (USA) (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 May 1, 2002, 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 applicable Company, in blank, and an assignment of mortgage in recordable form from the applicable 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:
(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) 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 consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in the
ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions
of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company 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 Company or its property
is subject. The execution, delivery and performance by Company 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 Company. This PAAR Agreement has been duly
executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute
the valid and legally binding obligation of Company, enforceable against Company 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;
(d) 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 Company of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material
respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR Agreement shall
be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as
follows:
(a) In the case of Company:
HSBC MORTGAGE CORPORATION (USA)
Xxxx Xxxxxx / Senior Vice President
0000 Xxxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000
With a copy to:
(b) In the case of Assignor:
[Name and address]
(c) In the case of Assignee:
EMC Mortgage Corporation
Mac Xxxxxx Xxxxx XX
000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: 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: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.
[Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Xxxxxx Xxx or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
____________________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
HSBC MORTGAGE CORPORATION (USA)
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
ATTACHMENT 2
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
EXHIBIT E
FORM OF TRIAL BALANCE
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment in
full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required under the
Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the foreclosure
action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been
returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HSBC Mortgage Corporation (USA), a Delaware corporation,
located at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000 (the "Company") and EMC Mortgage Corporation, a Delaware corporation, located at
Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Purchaser") is made pursuant to the terms and
conditions of that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of May 1, 2002, between the
Company and the Purchaser, the provisions of which are incorporated herein as if set forth in full herein, as such terms and
conditions may be modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall have
the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company's right,
title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter,
the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:
Custodian:
Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Purchase Price Percentage:
Servicing Fee Rate:
Except as modified herein, Section 8.01 of the Agreement shall remain in full force and effect as of the date hereof.
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.
HSBC MORTGAGE CORPORATION (USA)
By:________________________________
Name:______________________________
Title:_____________________________
EMC MORTGAGE CORPORATION
By:________________________________
Name:______________________________
Title:_____________________________
SCHEDULE I
MORTGAGE LOAN SCHEDULE
EXHIBIT J
[RESERVED]
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service into a securitization; (ii) service on a "Scheduled/Scheduled"
reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs
and curtailments and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 18th
calendar day of each month, unless otherwise provided in the securitization documents.
o The Company shall provide an acceptable annual certification (officer's certificate) to the master servicer (as required by
the Xxxxxxxx-Xxxxx Act of 2002) as well as any other annual certifications required under the securitization documents (i.e.
the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 15 of
each year).
o The Company shall allow for the Purchaser, the master servicer or their designee to perform a review of audited financials
and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by the
master servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the master servicer or the Purchaser, and
each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of the master servicer.
AMENDMENT REG AB
TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT
This is Amendment Reg AB (the "Amendment Reg AB"), dated as of November 7, 2005, by and between EMC Mortgage
Corporation (the "Purchaser"), and HSBC Mortgage Corporation (USA) (the "Company") to that certain Amended and Restated Purchase,
Warranties and Servicing Agreement, dated as of September 1, 2005 by and between the Company and the Purchaser, (as amended, modified
or supplemented, the "Existing Agreement").
WITNESSETH
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and conditions of this Amendment Reg AB
that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the mutual premises and mutual
obligations set forth herein, that the Existing Agreement is hereby amended as follows:
1. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Existing Agreement. The
Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: With respect to any Securitization Transaction, the Person identified in writing to the Company by the
Purchaser as depositor for such Securitization Transaction.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if an, identified in the
related transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following
conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and
such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the
Company, in accordance with underwriting guidelines designated by the Company ("Designated Guidelines") or
guidelines that do not vary materially from such Designated Guidelines: (ii) such Mortgage Loans were in fact
underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination
(except that 1% of the Mortgage Loans in any securitization may be within 240 days); (iii) either (x) the Designated
Guidelines were, at the time such Mortgage Loans were originated, used by the Company in the origination of mortgage
loans of the same type as the Mortgage Loans for the Company's own account or (y) the Designated Guidelines were, at
the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders
in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company pre-purchase or post-purchase quality assurance procedures (which may
involve, among other things, review of a sample of mortgage loans purchased during a particular time period or
through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied
the underwriting criteria designated by the Company.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and the Purchaser and/or certain
third parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans.
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.
Securities Act: The federal Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the
Mortgage Loans directly or indirectly to an issuing entity (as defined in Regulation AB) 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 consisting, in whole or in part, of some or all of
the Mortgage Loans.
Servicer: As defined in Section 2(f)(iii).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from
time to time.
Static Pool Information: Information set forth in Item 1105(a) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans
pursuant to a Reconstitution Agreement but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans (serviced by the Company under a Reconstitution Agreement) under the
direction or authority of the Company or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company (as servicer under a Reconstitution
Agreement) or any Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Company
under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.
Third Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired
by the Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization
Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the following provisions as an
addendum:
(a) (i) The Company hereby represents to the Purchaser, to any Master Servicer and to any Depositor, as of the date
on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2(f)
that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date:
(i) the Company is not aware and has not received notice that any default, early amortization or other performance
triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii)
the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with
the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the
Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company's
policies or procedures with respect to the servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the
three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the
Company's financial condition that could have a material adverse effect on the performance by the Company of its
servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or
governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any
Third-Party Originator of a type identified in Item 1117 of Regulation AB; and (vii) there are no affiliations,
relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to
any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item
1119 of Regulation AB.
(ii) If so requested by the Purchaser, any Master Servicer or any Depositor on any date following the date on
which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2(f), the
Company shall within five Business Days, following such request, to confirm in writing the accuracy of the
representations and warranties set forth in paragraph (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.
(b) The Company shall use its reasonable best efforts on or before March 1, but in no event later than March 15, of each
calendar year, commencing in 2007, to deliver to the Purchaser, any Master Servicer and any Depositor a statement of
compliance addressed to the Purchaser, and Master Servicer and such Depositor and signed by an authorized officer of
the Company, to the effect that (i) a review of the Company's activities during the immediately preceding calendar
year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution
Agreement during such period has been made under such officer's 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 and any
applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion
thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the status thereof.
(c) (i) The Company shall use its reasonable best efforts on or before March 1, but in no event later than March
15, of each calendar year, commencing in 2007 to:
(A) Deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and
substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the
Company's assessment of compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such
report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the
Company, and shall address each of the Servicing Criteria specified on a certification substantially in the
form of Exhibit B hereto delivered to the Purchaser at the time of any Securitization Transaction;
(B) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered
public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that
attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the
preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act;
(C) cause each Subservicer and each Subcontractor determined by the Company pursuant to
Section 2(e)(ii) to be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB (each, a "Participating Entity"), to deliver to the Purchaser, and Master Servicer and any
Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (i)
and (ii) of this Section 2(c); and
(D) deliver and cause each Subservicer and Subcontractor described in clause (c) to provide ,
