SALE SUPPLEMENT dated as of July 1, 2013 between OCWEN LOAN SERVICING, LLC, as Seller, HLSS HOLDINGS, LLC, as Purchaser and HOME LOAN SERVICING SOLUTIONS, LTD., as Purchaser

Exhibit 10.1

SALE SUPPLEMENT

dated as of July 1, 2013

between

OCWEN LOAN SERVICING, LLC, as Seller,

HLSS HOLDINGS, LLC, as Purchaser

and

HOME LOAN SERVICING SOLUTIONS, LTD., as Purchaser

TABLE OF CONTENTS

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ARTICLE 1				DEFINITIONS; REFERENCE TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT			1
1.1		Definitions					1
1.2		Reference to the Master Servicing Rights Purchase Agreement					7
ARTICLE 2				PURCHASE AND SALE OF SERVICING RIGHTS AND RIGHTS TO MSRS; ASSUMED LIABILITIES			7
2.1		Assignment and Conveyance of Rights to MSRs					7
2.2		Automatic Assignment and Conveyance of Servicing Rights					8
2.3		MSR Purchase Price					8
2.4		Assumed Liabilities and Excluded Liabilities					9
2.5		Remittance of Excess Servicing Fees, Servicing Advance Receivables Fees and Related Amounts					10
2.6		Payment of Estimated Purchase Price					10
ARTICLE 3				PURCHASE AND SALE OF SERVICING ADVANCE RECEIVABLES			11
3.1		Assignment and Conveyance of Servicing Advance Receivables					11
3.2		Servicing Advance Receivables Purchase Price					11
3.3		Servicing Advances					12
3.4		Reimbursement of Servicing Advances					12
ARTICLE 4				REPRESENTATIONS AND WARRANTIES OF SELLER			12
4.1		General Representations					12
4.2		Title to Transferred Assets					12
4.3		Right to receive Servicing Fees					13
4.4		Servicing Agreements and Underlying Documents					13
4.5		Mortgage Pool Information, Related Matters					13
4.6		Enforceability of Servicing Agreements					13
4.7		Compliance With Servicing Agreements					14
4.8		No Recourse					14
4.9		The Mortgage Loans					15
4.10		Servicing Advance Receivables					16
4.11		Servicing Agreement Consents and Other Third Party Approvals					17

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TABLE OF CONTENTS

(continued)

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4.12		Servicing Advance Financing Agreements					17
4.13		Anti-Money Laundering Laws					17
4.14		Servicer Ratings					17
4.15		Eligible Servicer					17
4.16		HAMP					18
ARTICLE 5				CONDITIONS PRECEDENT			18
5.1		Conditions to the Purchase of the Rights to MSRs and the Advance SPEs					18
ARTICLE 6				SERVICING MATTERS			18
6.1		Seller as Servicer					18
6.2		Servicing					19
6.3		Collections from Obligors and Remittances					19
6.4		Servicing Practices					19
6.5		Servicing Reports					20
6.6		Escrow Accounts					20
6.7		Notices and Financial Information					20
6.8		Defaults under Deferred Servicing Agreements					20
6.9		Continuity of Business					20
6.10		Optional Termination or Clean Up Calls					20
6.11		Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights					21
6.12		Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights					21
6.13		Termination Event					21
6.14		Servicing Transfer					21
6.15		Incorporation of Provisions from Subservicing Agreement					21
ARTICLE 7				SELLER SERVICING FEES; COSTS AND EXPENSES			22
7.1		Seller Monthly Servicing Fee					22
7.2		Performance Fee					22
7.3		Costs and Expenses					23
7.4		Ancillary Income					23
7.5		Calculation and Payment					23

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TABLE OF CONTENTS

(continued)

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7.6		No Offset					23
7.7		Servicing Fee Reset Date					23
ARTICLE 8				INDEMNIFICATION			24
8.1		Seller Indemnification of Purchasers					24
8.2		Purchasers Indemnification of Seller					24
8.3		Indemnification Procedures					24
8.4		Tax Treatment					25
8.5		Survival					25
8.6		Additional Indemnification					26
8.7		Specific Performance					26
ARTICLE 9				GRANT OF SECURITY INTEREST			26
9.1		Granting Clause					26
ARTICLE 10				MISCELLANEOUS PROVISIONS			27
10.1		Further Assurances					27
10.2		Compliance with Applicable Laws; Licenses					27
10.3		Merger, Consolidation, Etc.					27
10.4		Annual Officer’s Certificate					28
10.5		Accounting Treatment					28
10.6		Incorporation					28
Exhibit A				Form of Monthly Remittance Report

Schedule I		Servicing Agreements
Schedule II		Underlying Documents
Schedule III		Retained Servicing Fee Percentage
Schedule IV		Target Ratio
Schedule V		Valuation Percentage
Schedule VI		Amortization Percentage

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SALE SUPPLEMENT

This Sale Supplement, dated as of July 1, 2013 (this “Sale Supplement”), is between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), HLSS Holdings, LLC, a Delaware limited liability company (“Holdings”) and Home Loan Servicing Solutions, Ltd. (“HLSS” and, together with Holdings, the “Purchasers”):

WITNESSETH:

WHEREAS, Seller and Purchasers are parties to that certain Master Servicing Rights Purchase Agreement, dated as of February 10, 2012 (as amended, supplemented and modified from time to time), and that certain Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 (as amended, supplemented and modified from time to time, the “Agreement”), in each case with respect to the sale by Seller and the purchase by Purchasers of the Servicing Rights and other assets; and

WHEREAS, Seller and Purchasers desire to enter into the transactions described in the Agreement as supplemented by this Sale Supplement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS; REFERENCE TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT

1.1 Definitions. (a) For purposes of this Sale Supplement, the following capitalized terms shall have the respective meanings set forth or referenced below:

“Additional Servicing Advance Receivable”: As defined in Section 3.1.

“Advance SPEs”: Each of HLSS Servicer Advance Facility Transferor, LLC and HLSS Servicer Advance Facility Transferor II, LLC, Delaware limited liability companies, and HLSS Servicer Advance Receivables Trust and HLSS Servicer Advance Receivables Trust II, Delaware statutory trusts.

“Amortization Percentage”: For each calendar month following the Closing Date, the percentage set forth on Schedule VI to this Sale Supplement for such calendar month.

“Assumed Liabilities”: As defined in Section 2.4.

“Book Value” means, with respect to the Rights to MSRs related to any Deferred Servicing Agreement, as of a specified date, an amount equal to the amortized book value of such Rights to MSRs on HLSS’s financial statements as of such date.

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“Closing Date”: July 1, 2013; provided that, with respect to Section 5.3 of the Agreement, the Closing Date shall be the related Servicing Transfer Date.

“Closing Statement”: The statement delivered by Seller to Purchasers on the Closing Statement Delivery Date setting forth the good faith calculation of the Estimated Purchase Price.

“Closing Statement Delivery Date”: The Closing Date, unless otherwise agreed by Seller and Purchasers.

“Consent Period”: For each Deferred Servicing Agreement and each related Deferred Servicing Right, the period, if any, from and including the Closing Date to and including the related Servicing Transfer Date.

“Cut-off Date”: June 30, 2013, or such other date as is agreed by Seller and Purchasers.

“Deferred Mortgage Loan”: A mortgage loan subject to a Deferred Servicing Agreement.

“Deferred Servicing Agreement”: As of any date of determination, each Servicing Agreement that is not a Transferred Servicing Agreement on such date. For avoidance of doubt, on the Closing Date each Servicing Agreement is a Deferred Servicing Agreement.

“Deferred Servicing Right”: As of any date of determination, each Servicing Right arising under a Servicing Agreement that is a Deferred Servicing Agreement on such date.

“Excess Servicing Advances”: For any calendar month, the amount, if any, by which the outstanding Servicer Advances with respect to the Servicing Agreements as of the last day of such calendar month exceeds an amount equal to (a) the Target Ratio for such calendar month multiplied by (b) the unpaid principal balance of the Mortgage Loans subject to the Servicing Agreements as of the last day of such calendar month.

“Excess Servicing Fees”: For any calendar month, an amount equal to the product of (i) 9.0 annualized basis points and (ii) the aggregate unpaid principal balance of the Mortgage Loans underlying the Rights to MSRs as of the close of business on the last Business Day of the prior calendar month.

“Excluded Liabilities”: As defined in Section 2.4(c).

“Xxxxxx Xxx”: As defined in the Subservicing Agreement.

“Indemnified Person”: A Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“Indemnifying Person”: The Seller pursuant to Section 8.1 or the Purchasers pursuant to Section 8.2, as the case may be.

“Initial Servicing Advance Receivable”: As defined in Section 3.1.

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“Investor”: With respect to any Securitization Transaction, any holder or other beneficial owner of any securities issued by the related Trust.

“Liability”: As defined in Section 8.1.

“Monthly Remittance Report”: With respect to each Deferred Servicing Agreement, a report substantially in the form attached as Exhibit A to this Sale Supplement or in such other form as may be agreed to by Seller and Purchasers from time to time.

“Monthly Servicing Fee”: For each calendar month, the Base Subservicing Fee (as defined in the Subservicing Supplement) for such calendar month together with the Seller Monthly Servicing Fee for such calendar month.

“Monthly Servicing Oversight Report”: A report with respect to all of the Deferred Servicing Agreements and related Mortgage Loans in such form as may be agreed to by Seller and Purchasers from time to time.

“MSR Purchase Price”: For each Servicing Agreement, an amount equal to the product of (i) the Valuation Percentage for such Servicing Agreement and (ii) the aggregate unpaid principal balance of the Mortgage Loans subject to such Servicing Agreement as of the Closing Date.

“P&I Advance”: As defined in the Subservicing Agreement.

“Performance Fee”: As defined in Section 7.2.

“Purchaser Indemnified Party”: As defined in Section 8.2.

“Purchase Price”: The sum of (a) the aggregate MSR Purchase Price for all of the Servicing Agreements and (b) the aggregate Servicing Advance Receivables Purchase Price for any Initial Servicing Advance Receivables.

“Retained Servicing Fee”: For any calendar month, an amount equal to the sum of (a) the product of the Retained Servicing Fee Percentage for such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements and the Transferred Servicing Agreements during such calendar month and (b) the Retained Servicing Fee Shortfall, if any, for the immediately prior calendar month.

“Retained Servicing Fee Percentage”: For any calendar month, the percentage set forth on Schedule III to this Sale Supplement.

“Retained Servicing Fee Shortfall”: For any calendar month, beginning in July 2013, an amount equal to the excess, if any, of (a) the Retained Servicing Fee for such calendar month over (b) the excess, if any, of (x) the aggregate Servicing Advance Receivables Fees actually received by Holdings with respect to the Deferred Servicing Agreements and pursuant to the Transferred Servicing Agreements during such calendar month (whether directly pursuant to such Transferred Servicing Agreements or pursuant to this Sale Supplement) over (y) the Monthly Servicing Fee for such calendar month.

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“Rights to MSRs”: For each Servicing Agreement, each of the following assets:

(a) all Servicing Fees payable to Seller as of or after the Closing Date under such Servicing Agreement and the right to receive all Servicing Fees accruing and payable as of or after the Closing Date under such Servicing Agreement;

(b) the right to receive any investment income earned on amounts on deposit in any Custodial Account or Escrow Account related to such Servicing Agreements as of or after the Closing Date;

(c) the right to purchase the Servicing Rights pursuant to Section 2.2 of this Sale Supplement; and

(d) any proceeds of any of the foregoing.

“Sale Date”: For each Servicing Advance Receivable, the date on which such Servicing Advance Receivable is transferred to Holdings pursuant to Section 3.1.

“Seller Indemnified Party”: As defined in Section 8.1.

“Seller Monthly Servicing Fee”: As defined in Section 7.1.

“Servicing Advance Financing Agreements”: Each of:

(i) that certain Third Amended and Restated Indenture, dated as of May 21, 2013, among HLSS Servicer Advance Receivables Trust, as issuer, Deutsche Bank National Trust Company, as indenture trustee, calculation agent, paying agent and securities intermediary, Holdings, as administrator and servicer, Seller, as servicer and as a subservicer, and Barclays Bank PLC, Xxxxx Fargo Securities, LLC and Credit Suisse AG, New York Branch, as administrative agents, and each other “Transaction Document” as such term is defined therein, in each case as the same may be amended from time to time; and

(ii) that certain Indenture, dated as of July 1, 2013, among HLSS Servicer Advance Receivables Trust II, as issuer, Deutsche Bank National Trust Company, as indenture trustee, calculation agent, paying agent and securities intermediary, Holdings, as administrator and servicer, Seller, as servicer and as a subservicer, and Barclays Bank PLC, as administrative agent, and each other “Transaction Document” as such term is defined therein, in each case as the same may be amended from time to time.

“Servicing Advance Payment Date”: (a) For any Initial Servicing Advance Receivable, the Closing Date and (b) for any Additional Servicing Advance Receivable, the Funding Date (as defined in the Servicing Advance Financing Agreement) for such Additional Servicing Advance Receivable.

“Servicing Advance Receivable”: For each Servicer Advance, the right to receive reimbursement for such Servicer Advance under the Servicing Agreement pursuant to which such Servicer Advance was made.

“Servicing Advance Receivables Fees”: For any calendar month, an amount equal to the excess of the aggregate amount of Servicing Fees paid to Seller for such calendar month under each Servicing Agreement over the Excess Servicing Fees for such calendar month.

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“Servicing Advance Receivable Purchase Price”: With respect to each Servicing Advance Payment Date, for each Servicing Advance Receivable, the outstanding amount that is reimbursable under the related Servicing Agreement with respect to such Servicing Advance Receivable as of such Servicing Advance Payment Date.

“Servicing Agreement”: Each of the servicing agreements described on Schedule I and each of the Underlying Documents described on Schedule II governing the rights, duties and obligations of Seller as servicer under such agreements.

“Servicing Fee Reset Date”: The date which is six (6) years after the Closing Date.

“Servicing Rights Assets”: As defined in Section 2.2.

“Servicing Transfer Date”: With respect to each Servicing Agreement, the date on which all of the Third Party Consents related to such Servicing Agreement necessary to transfer the related Servicing Rights to Purchasers are received or such later date mutually agreed to by Seller and Purchasers.

“Special Damages”: As defined in Section 8.3(d).

“Subservicing Agreement”: That certain Master Subservicing Agreement, dated as of October 1, 2012, between the Seller, as subservicer, and Holdings, as servicer, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Subservicing Supplement”: That certain Subservicing Supplement, dated as of July 1, 2013, between the Seller, as subservicer, and Holdings, as servicer, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Summary Schedule”: As defined in Section 4.5(a).

“Target Ratio” for each calendar month shall mean the amount specified in Schedule IV with respect to such month.

“Termination Event” means the occurrence of any one or more of the following events (whatever the reason for the occurrence of such event 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):

(a) Seller fails to remit any payment required to be made under the terms of this Sale Supplement (to the extent not resulting solely from Holdings failing to purchase a Servicing Advance Receivable required to be purchased by Holdings under this Sale Supplement), which continues unremedied for a period of one (1) Business Day after the date on which written notice of such failure shall have been given by Holdings to Seller;

(b) Seller fails to deliver any required information or report that is complete in all material respects as required pursuant to this Sale Supplement in the manner and time frame set forth herein, which failure continues unremedied for a period of two (2) Business Days after the date on which written notice of such failure shall have been given to Seller by Holdings;

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(c) Seller fails to observe or perform in any material respect any other covenant or agreement of Seller set forth in the Agreement or this Sale Supplement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given to Seller by Holdings; provided however, in the event that any such default is incurable by its own terms, a Termination Event shall be deemed to occur immediately hereunder without regard to the thirty (30) day cure period set forth above;

(d) a material breach by Seller of any representation and warranty made by it in the Agreement or this Sale Supplement, which breach continues unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given to Seller by Holdings; provided, however, in the event that any such default is incurable by its own terms, a Termination Event shall be deemed to occur immediately hereunder without regard to the thirty (30) day cure period set forth above;

(e) Seller fails to maintain residential primary servicer ratings for subprime loans of at least “Average” by Standard & Poor’s Rating Services, a division of Standards & Poor’s Financial Services LLC (or its successor in interest), “SQ3” by Xxxxx’x Investors Service, Inc. (or its successor in interest) and “RPS4+” and “RSS4+” by Fitch Ratings (or its successor in interest);

(f) Seller ceases to be a Xxxxxx Xxx, Xxxxxxx Mac or FHA approved servicer;

(g) the occurrence of a Material Adverse Event;

(h) any of the conditions specified in the applicable “Servicer Default”, “Servicer Event of Default,” “Event of Default,” “Servicing Default” or “Servicer Event of Termination” or similar sections of any Deferred Servicing Agreement or any related Underlying Document shall have occurred with respect to Seller for any reason not caused by Purchasers (other than as a result of any delinquency or loss trigger which was already triggered as of the Closing Date with respect to such Deferred Servicing Agreement); provided that Seller shall be entitled to any applicable cure period set forth in such Deferred Servicing Agreement or Underlying Document;

(i) 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 Seller and such decree or order shall have remained in force undischarged or unstayed for a period of thirty (30) days;

(j) Seller 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 Seller or of or relating to all or substantially all of its property; or

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(k) Seller 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.

“Third-Party Claim”: As defined in Section 8.3(b).

“Transferred Assets”: The Rights to MSRs and the Transferred Servicing Rights.

“Transferred Receivables Assets”: As defined in Section 3.1.

“Transferred Servicing Agreement”: As of any date of determination, a Servicing Agreement with respect to which the related Servicing Rights have been transferred to Purchasers pursuant to Section 2.2 of this Sale Supplement or to its designee in accordance with the terms of this Sale Supplement on or prior to such date. For the avoidance of doubt, on the Closing Date no Servicing Agreement is a Transferred Servicing Agreement.

“Transferred Servicing Rights”: As of any date of determination, any Servicing Rights that have been transferred to HLSS pursuant to Section 2.2 of this Sale Supplement on or prior to such date.

“UCC”: As defined in Section 3.1.

“Valuation Percentage”: For each Servicing Agreement, the valuation percentage for such Servicing Agreement as set forth in Schedule V hereto.

(b) Any capitalized term used but not defined in this Sale Supplement shall have the meaning assigned to such term in the Agreement.

1.2 Reference to the Master Servicing Rights Purchase Agreement. Each of Seller and Purchasers agrees that (a) this Sale Supplement is a “Sale Supplement” executed pursuant to Section 2.1 of the Agreement, (b) the terms of this Sale Supplement are hereby incorporated into the Agreement with respect to the Servicing Agreements and the related Mortgage Loans to the extent set forth therein and herein, and (c) the terms of this Sale Supplement apply to the Servicing Agreements specified herein and not to any other “Servicing Agreement” as that term is used in the Agreement. In the event of any conflict between the provisions of this Sale Supplement and the Agreement, the terms of this Sale Supplement shall prevail.

ARTICLE 2

PURCHASE AND SALE OF SERVICING RIGHTS AND RIGHTS TO MSRS; ASSUMED LIABILITIES

2.1 Assignment and Conveyance of Rights to MSRs.

(a) As of the Closing Date, subject to the terms and conditions set forth in the Agreement and this Sale Supplement, Seller does hereby sell, convey, assign and transfer, in each case, without recourse except as provided herein, free and clear of any Liens, (i) to HLSS

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all of its right, title and interest in and to all of the Excess Servicing Fees for each of the Servicing Agreements, and (ii) to Holdings, any and all other right, title and interest in and to all of the Rights to MSRs for each of the Servicing Agreements.

(b) On and after the Closing Date, Holdings shall be obligated to maintain a complete and accurate list of Servicing Agreements that are Deferred Servicing Agreements and Transferred Servicing Agreements, as the same shall be amended and modified from time to time in connection with Deferred Servicing Agreements becoming Transferred Servicing Agreements as contemplated by the terms and provisions of this Sale Supplement. The list of Deferred Servicing Agreements and Transferred Servicing Agreements maintained by Purchasers under this Section 2.1(b) shall be (x) available for inspection by Seller at any time during normal business hours and (y) presumed to be accurate absent manifest error on the part of Purchaser.

2.2 Automatic Assignment and Conveyance of Servicing Rights. As of the Servicing Transfer Date with respect to each Servicing Agreement, Seller does hereby sell, convey, assign and transfer to Holdings, without recourse except as provided herein, free and clear of any Liens, without further action by any Person, all of its right, title and interest in and to the following assets (the “Servicing Rights Assets”):

(a) the Servicing Rights in respect of all of the Mortgage Loans and REO Properties related to such Servicing Agreement, in each case together with all related security, collections and payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing, other than the Excess Servicing Fees previously conveyed to HLSS pursuant to Section 2.1;

(b) all Ancillary Income and Prepayment Interest Excess received as of or after the related Servicing Transfer Date under such Servicing Agreements and any rights to exercise any optional termination or clean-up call provisions under such Servicing Agreements;

(c) all Custodial Accounts and Escrow Accounts related to such Servicing Agreement and amounts on deposit therein;

(d) all files and records in Seller’s possession or control, including the related Database, relating to the Servicing Rights Assets specified in clauses (a), (b) and (c);

(e) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller to the extent related exclusively to such Servicing Rights Assets and/or the Assumed Liabilities; and

(f) any proceeds of any of the foregoing.

2.3 MSR Purchase Price. Subject to the conditions set forth in this Sale Supplement and the Agreement, as consideration for the purchase of the Rights to MSRs and the Servicing Rights Assets, HLSS shall pay the portion of the MSR Purchase Price attributable to the value of the Excess Servicing Fees for each Servicing Agreement, and Holdings shall pay the portion of the MSR Purchase Price attributable to the value of the remainder of the Rights to MSRs and the Servicing Rights Assets, in each case for each Servicing Agreement, to Seller.

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2.4 Assumed Liabilities and Excluded Liabilities.

(a) Upon the terms and subject to the conditions set forth herein and in the Agreement, Holdings shall assume, (i) prior to the Servicer Transfer Date for each Servicing Agreement, and solely as between Holdings and Seller, all of the duties, obligations and liabilities of Seller (other than the Excluded Liabilities), as servicer but subject to such Servicing Agreements, and provided that Seller will continue to act as the servicer as set forth herein and in no event shall Holdings be a subservicer, subcontractor or servicer within the meaning of a Servicing Agreement prior to the related Servicing Transfer Date and (ii) as of or after the Servicing Transfer Date for each Servicing Agreement, all of the duties, obligations, and liabilities of Seller (other than the Excluded Liabilities) as servicer accrued and pertaining solely to the period from and after such Servicing Transfer Date relating to the Servicing Rights that are subject to such Servicing Agreement (the “Assumed Liabilities”).

(b) Holdings hereby agrees to act as servicer under each Servicing Agreement following the related Servicing Transfer Date and assumes responsibility for the due and punctual performance and observance of each covenant and condition to be performed or observed by the servicer under the applicable Servicing Agreement, including the obligation to service each Mortgage Loan in accordance with the terms of the related Servicing Agreement and to pay any Excess Servicing Fees to HLSS on and after such Servicing Transfer Date; provided, however, that the parties hereto acknowledge and agree that neither Purchaser nor any successor servicer assumes any liabilities of Seller, or any obligations of Seller relating to any period of time prior to the applicable Servicing Transfer Date. Seller hereby acknowledges that neither this Sale Supplement nor the Agreement limits or otherwise releases it from its liabilities for its acts or omissions as the servicer under the Servicing Agreements prior to the related Servicing Transfer Date. Holdings hereby acknowledges that Seller shall have no further obligation as servicer under any of the Servicing Agreements on and after the related Servicing Transfer Date, except to the extent set forth in this Sale Supplement, the Agreement, the Subservicing Agreement and the Subservicing Supplement.

(c) Notwithstanding anything to the contrary contained herein, Purchasers do not assume any duties, obligations or liabilities of any kind, whether known, unknown, contingent or otherwise, (i) not relating to the Transferred Servicing Rights or the Assumed Liabilities, (ii) attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates, agents, contractors or representatives, including, without limitation, any subservicer of the Mortgage Loans) prior to the applicable Servicing Transfer Date, (iii) attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates, agents, contractors or representatives, including, without limitation, any subservicer of the Mortgage Loans) prior to the applicable Servicing Transfer Date or (iv) relating to any representation and warranty made by Seller or any of its Affiliates with respect to the related Mortgage Loans or the Transferred Assets (the “Excluded Liabilities”). Without limiting the generality of the foregoing, it is not the intention that the assumption by Purchasers of the Assumed Liabilities shall in any way enlarge the rights of any third parties relating thereto. Nothing contained in the Agreement or this Sale Supplement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee.

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(d) From and after the related Servicing Transfer Date, except as otherwise provided for in Section 8.3 of this Sale Supplement, (i) Holdings shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto, subject to the terms of the related Servicing Agreements and (ii) Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto. Except as otherwise provided in this Sale Supplement, (i) Seller shall promptly notify Holdings of any claim made against Seller with respect to the Assumed Liabilities or the Transferred Assets and shall not voluntarily make any payment of, settle or offer to settle, or consent or compromise or admit liability with respect to, any Assumed Liabilities or Transferred Assets without the prior written consent of Holdings and (ii) Holdings shall promptly notify Seller of any claim made against Purchasers with respect to the Excluded Liabilities and shall not voluntarily make any payment of, settle or offer to settle, or consent or compromise or admit liability with respect to, any Excluded Liabilities without the prior written consent of Seller.

2.5 Remittance of Excess Servicing Fees, Servicing Advance Receivables Fees and Related Amounts.

(a) Seller shall, to the extent permitted under any Deferred Servicing Agreement cause (i) any Excess Servicing Fees to be deposited directly into HLSS’s account in accordance with HLSS’s written directions and (ii) any Servicing Advance Receivables Fees, any investment income earned on any amounts or deposit in any Custodial Accounts and Escrow Accounts that are payable to Seller on or after the Closing Date under such Deferred Servicing Agreement, to be deposited directly into Holdings’ account in accordance with Holdings’ written directions. In any case, Seller shall within one (1) Business Day of the receipt thereof, remit to the related Purchaser any such amounts and, to the extent Seller is permitted to retain such amounts under the related Servicing Agreement, any investment income earned on any amounts or deposit in any Custodial Accounts and Escrow Accounts that are received by Seller under any Deferred Servicing Agreement after the Closing Date. Any such amounts shall be remitted in accordance with such Purchaser’s written directions.

(b) Seller shall exercise any rights under any Deferred Servicing Agreement to direct the investment of amounts in any Custodial Account or Escrow Account in accordance with Holdings’ directions and the terms of the related Deferred Servicing Agreement, the related Mortgage Loan Documents and Applicable Law.

2.6 Payment of Estimated Purchase Price. Subject to the conditions set forth in this Sale Supplement and the Agreement, HLSS and Holdings shall pay the Estimated Purchase Price to Seller at the Closing. The Estimated Purchase Price shall be reconciled to the final Purchase Price in accordance with Section 2.5 of the Agreement.

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ARTICLE 3

PURCHASE AND SALE OF SERVICING ADVANCE RECEIVABLES

3.1 Assignment and Conveyance of Servicing Advance Receivables. Commencing on the Closing Date, and continuing until the close of business on the earlier of the related Servicing Transfer Date or date of Seller’s termination as servicer pursuant to such Servicing Agreement, subject to the terms and conditions set forth in the Agreement and this Sale Supplement, Seller hereby sells, conveys, assigns and transfers to Holdings, and Holdings acquires from Seller, without recourse except as provided herein, free and clear of any Liens, all of Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Servicing Advance Receivable (i) in existence on the Closing Date that arose under the Servicing Agreements and is owned by Seller as of the Closing Date, if any (the “Initial Servicing Advance Receivables”), (ii) in existence on any Business Day on or after the Closing Date that arises under any Servicing Agreement prior to the earlier of the related Servicing Transfer Date or date of Seller’s termination as servicer pursuant to such Servicing Agreement (“Additional Servicing Advance Receivables”), and (iii) in the case of both Initial Servicing Advance Receivables and Additional Servicing Advance Receivables, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of Seller to enforce such Initial Servicing Advance Receivables and Additional Servicing Advance Receivables (collectively, the “Transferred Receivables Assets”). Until the related Servicing Transfer Date, Seller shall, automatically and without any further action on its part, sell, assign, transfer and convey to Holdings, on each Business Day, each Additional Servicing Advance Receivable not previously transferred to Holdings and Holdings shall purchase each such Additional Servicing Advance Receivable. The parties acknowledge and agree that so long as the Servicing Advance Receivables with respect to a Servicing Agreement are being sold by Holdings to the Advance SPEs pursuant to the Servicing Advance Financing Agreements, the sale of such Servicing Advance Receivables by Seller to Holdings shall be made pursuant to and in accordance with the provisions of the Servicing Advance Financing Agreements, and Seller covenants and agrees to comply with the provisions of such Servicing Advance Financing Agreements with respect to such Servicing Advance Receivables.

3.2 Servicing Advance Receivables Purchase Price. In consideration of the sale, assignment, transfer and conveyance to Holdings of the Servicing Advance Receivables and related Transferred Receivables Assets, on the terms and subject to the conditions set forth in this Sale Supplement, Holdings shall, on each related Servicing Advance Payment Date, pay and deliver to Seller, in immediately available funds, a purchase price equal to the Servicing Advance Receivables Purchase Price for such Servicing Advance Receivables sold on such date; provided that Seller shall have complied with the terms of Section 3.1 and Section 3.3 with respect to the related Servicing Advance Receivable. Subject to the proviso of the immediately preceding sentence, to the extent any P&I Advances are required to be made under the terms of the Deferred Servicing Agreements, as determined by Seller and set forth in the applicable Monthly Remittance Report, Holdings shall, on the date the related P&I Advance is required to be made under the related Deferred Servicing Agreement, deposit the Servicing Advance Receivable Purchase Price for such P&I Advances into either the applicable Custodial Account

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or other applicable account held by the related trustee, master servicer, securities administrator, or trust administrator, as the case may be, in accordance with the requirements of the related Deferred Servicing Agreement (which may be done directly by Holdings or though an account established in connection with the Servicing Advance Facility Agreements) in consideration for such P&I Advance.

3.3 Servicing Advances. Seller covenants and agrees that each Servicer Advance made by Seller under the Servicing Agreements prior to the related Servicing Transfer Date shall (a) be required to be made pursuant to the terms of the related Deferred Servicing Agreement and comply with the terms of such Deferred Servicing Agreement and Applicable Law, (b) comply with Seller’s advance policies and stop advance policies and procedures and not constitute a nonrecoverable Servicer Advance as of the date Seller made such Servicer Advance and (c) be supported by customary backup documentation. Seller agrees to provide prompt notice to Holdings of any Servicer Advance made by Seller under the Deferred Servicing Agreements and deliver to Holdings such customary backup documentation relating to any Servicer Advance promptly upon request by Holdings. In the event Seller cannot provide, or cause to be provided to Holdings any customary backup documentation, and Holdings is unable to be reimbursed for such Servicer Advance solely as a result of such failure, Seller shall reimburse Holdings for the amount of such unreimbursed Servicer Advances within five (5) Business Days of Holdings’ written request, to the extent Holdings paid Seller for such amounts.

3.4 Reimbursement of Servicing Advances. Seller shall, to the extent permitted under any Deferred Servicing Agreement cause the reimbursement of any Servicer Advances under the Deferred Servicing Agreements to be made directly into Holdings’ account in accordance with Holdings’ written directions. In any case, Seller shall within one (1) Business Day of the receipt thereof, remit to Holdings any amounts that are received by Seller under any Deferred Servicing Agreement after the Closing Date as reimbursement of any Servicer Advance. Any such amounts shall be remitted in accordance with Holdings’ written directions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller makes the following representations and warranties to Purchasers as of (a) each of the Closing Date and each Sale Date or (b) as of such other dates specified below:

4.1 General Representations. Each of the representations and warranties set forth in Article 3 of the Agreement are true and correct.

4.2 Title to Transferred Assets. From and including the Closing Date until such Servicing Rights Assets are transferred to Holdings under Section 2.2, Seller shall be the sole holder and owner of such Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Holdings good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchasers of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchasers good and marketable title to the Rights to MSRs free and clear of any Liens.

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4.3 Right to Receive Servicing Fees. Seller is entitled to receive Servicing Fees, Ancillary Income and Prepayment Interest Excess as servicer under each Servicing Agreement, and the New York Uniform Commercial Code permits the Seller to transfer the Excess Servicing Fees to HLSS and the remainder of the Rights to MSRs to Holdings under the Agreement and this Sales Supplement without violation of any applicable Servicing Agreement.

4.4 Servicing Agreements and Underlying Documents. Schedule I hereto contains a list of all Servicing Agreements (other than the Underlying Documents) related to the Servicing Rights that are subject to this Sale Supplement and Schedule II hereto contains a list of all Underlying Documents related to such Servicing Agreement, in each case with all amendments and modifications thereto, or supplements thereto with respect to such Servicing Rights.

4.5 Mortgage Pool Information, Related Matters.

(a) Seller has delivered to Purchasers one or more summary schedules which set forth information with respect to each Mortgage Pool relating to the Servicing Rights (the “Summary Schedules”). Seller acknowledges that Purchasers have relied on such Summary Schedules to determine the Purchase Price it was willing to pay for the Transferred Assets.

(b) The Summary Schedules, the Mortgage Loan Schedule and the Database are true, accurate and complete in all material respects as of the related Cut-off Date or such other date specified thereon.

(c) The Mortgage Loan Schedule indicates, by code reference, which of the Mortgage Loans have been converted into REO Properties as of the Cut-off Date.

4.6 Enforceability of Servicing Agreements.

(a) Seller has delivered to Purchasers, on or prior to the related Closing Date, true and complete copies of all Servicing Agreements listed on Schedule I hereto and all amendment thereto and all Underlying Documents listed on Schedule II hereto and all amendments thereto. There are no other written or oral agreements binding upon Seller or Purchasers that modify, supplement or amend any such Servicing Agreement or Underlying Document.

(b) Seller has not received written notice of any pending or threatened cancellation or partial termination of any Servicing Agreement or Underlying Document or any written notice of any pending or threatened termination of Seller as servicer of any of the Mortgage Loans.

(c) On and prior to the related Servicing Transfer Date, each Servicing Agreement and each of the Underlying Documents is or was a valid and binding obligation of Seller, is or was in full force and effect and enforceable against Seller in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (regardless of whether considered in a proceeding of law or in equity).

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4.7 Compliance With Servicing Agreements.

(a) Seller has serviced the Mortgage Loans subject to the Servicing Agreements and has kept and maintained complete and accurate books and records in connection therewith, all in accordance with Applicable Requirements, has made all remittances required to be made by it under each Servicing Agreement and is otherwise in compliance in all material respects with all Servicing Agreements and the Applicable Requirements.

(b) (i) No early amortization event, servicer default, servicer termination event, event of default or other default or breach has occurred under any Servicing Agreement or any Underlying Document (except with respect to the delinquency or loss performance triggers identified in the Summary Schedules), and (ii) no event has occurred, which with the passage of time or the giving of notice or both would: (A) constitute a material default or breach by Seller under any Servicing Agreement, Underlying Document or under any Applicable Requirement; (B) permit termination, modification or amendment of any such Servicing Agreement or Underlying Document by a third party without the consent of Seller; (C) enable any third party to demand that Seller or either Purchaser incur any repurchase obligations pursuant to a Servicing Agreement or an Underlying Document or provide indemnification for any amount of losses relating to a breach of a loan representation or warranty; (D) impose on Seller or either Purchaser sanctions or penalties in respect of any Servicing Agreement or Underlying Document; or (E) rescind any insurance policy or reduce insurance benefits in respect of any Servicing Agreement or Underlying Document which would result in a material breach or trigger a default of any obligation of Seller under any Servicing Agreement or Underlying Document.

(c) There are no agreements currently in place with any subservicers to perform any of Seller’s duties under the Servicing Agreements.

(d) Each report and officer’s certification prepared by Seller as servicer pursuant to a Servicing Agreement is true and correct in all material respects. Seller has previously made available to Purchasers a correct and complete description of the policies and procedures used by Seller in connection with servicing the Mortgage Loans related to the Servicing Agreements.

(e) In the preceding twelve (12) month period, no Governmental Authority, Investor, Insurer, rating agency, trustee, master servicer or any other party to a Servicing Agreement has provided written notice to Seller claiming or stating that Seller has violated, breached or not complied with any Applicable Requirements in connection with the servicing of the related Mortgage Loans which has not been resolved by Seller.

(f) All Custodial Accounts and Escrow Accounts have been established and continuously maintained in accordance with Applicable Requirements. All Custodial Account and Escrow Account balances required by the Mortgage Loans and paid for the account of the Mortgagors under the related Mortgage Loans have been credited properly to the appropriate account and have been retained in and disbursed from the appropriate account in accordance with Applicable Requirements.

4.8 No Recourse. None of the Servicing Agreements or other contracts to be assumed by Purchasers hereunder provide for Recourse to Seller.

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4.9 The Mortgage Loans.

(a) Each of the Mortgage Loans and REO Properties related to each Servicing Agreement has been serviced in accordance with Applicable Requirements in all material respects.

(b) Except as disclosed on the Mortgage Loan Schedule, in the related Database and in the related Loan File and consistent with the requirements of the related Servicing Agreement, Seller has not waived any default, breach, violation or event of acceleration under any Mortgage Loan, except to the extent that any such waiver is permitted under the related Servicing Agreement and reflected in the Mortgage Loan Schedule, the related Database and the related Loan File and the disclosure relating to such waiver is reflected consistently in all material respects among the related Mortgage Loan Schedule, the related Database and the related Loan File. The Mortgage related to each Mortgage Loan related to the Servicing Agreements has not been satisfied, cancelled or subordinated, in whole or in part, and except as permitted under the related Servicing Agreement, the related 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, or subordination.

(c) There is in force with respect to each Mortgaged Property and REO Property related to a Servicing Agreement a hazard insurance policy (including any policy in effect under a forced place insurance policy) and, if applicable, a flood insurance policy that provides, at a minimum, for the coverage as required by the applicable Servicing Agreement. Seller and any prior servicer or subservicer under the Servicing Agreements has taken all necessary steps to maintain any hazard insurance policy, flood insurance policy, primary mortgage insurance policy, and title insurance policy as required under the Servicing Agreements.

(d) Seller is not aware of any repurchase requests or demands being made or threatened to be made with respect to any Mortgage Loans related to the Servicing Agreements in excess of $10 million with respect to any Servicing Agreement.

(e) Except as disclosed in the related Database, Seller has not received notice from any Mortgagor with respect to the Mortgage Loans related to the Servicing Agreements of a request for relief pursuant to or invoking any of the provisions of the Servicemembers Civil Relief Act or any similar law which would have the effect of suspending or reducing the Mortgagor’s payment obligations under a Mortgage Loan or which would prevent such loan from going into foreclosure.

(f) With respect to each adjustable rate Mortgage Loan, Seller and each prior servicer has complied in all material respects with all Applicable Requirements regarding interest rate and payment adjustments.

(g) Each first lien Mortgage Loan is covered by a valid and freely assignable, life of loan, tax service contract, and flood tracking services contract, in full force and effect. All flood zone determination information provided to Purchasers is true and correct in all material respects.

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(h) There are no actions, claims, litigation or governmental investigations pending or, to the knowledge of Seller, threatened, against Seller, or with respect to any Servicing Agreement or any Mortgage Loan, which relate to or affect Seller’s rights with respect to the Servicing Rights or Seller’s right to sell, assign and transfer the Servicing Rights or the Rights to MSRs or to receive any Servicing Fee, which could reasonably be expected to have a Material Adverse Effect individually or in the aggregate.

(i) Payments received by Seller with respect to any Mortgage Loans related to the Servicing Agreements have been remitted and properly accounted for as required by Applicable Requirements in all material respects. All funds received by Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account or Escrow Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account or Escrow Account.

(j) Seller is not aware of any Person that has issued any notice or written intention to exercise the optional call or optional redemption provisions under any of the related Servicing Agreements.

(k) No fraudulent action has taken place on the part of Seller in connection with its servicing of any Mortgage Loan related to the Servicing Agreement.

(l) Except with respect to partial releases, actions required by a divorce decree, assumptions, or as otherwise permitted under Applicable Requirements and documented in the Loan File and the Database, (i) the terms of each Mortgage Note and Mortgage have not been modified by Seller or any prior servicer, (ii) no party thereto has been released in whole or in part by Seller or any prior servicer and (iii) no part of the Mortgaged Property has been released by Seller or any prior servicer.

4.10 Servicing Advance Receivables.

(a) From and including the Closing Date until such Servicing Advance Receivable is transferred to Holdings under Section 3.1, Seller is the sole holder and owner of each Servicing Advance Receivable and has good and marketable title to such Servicing Advance Receivable. Seller has not previously assigned, transferred or encumbered the Servicing Advance Receivables other than pursuant to the Agreement, this Sale Supplement and the Servicing Advance Financing Agreements. The sale and delivery to Holdings of the Servicing Advance Receivables pursuant to the provisions of this Sale Supplement will transfer to Holdings good and marketable title to the Servicing Advance Receivables free and clear of any Liens (other than the Liens created pursuant to the Servicing Advance Financing Agreements).

(b) Each Servicing Advance Receivable transferred to Holdings under Section 3.1, is at the time of such transfer a valid and existing account owing to Seller and is carried on the books of Seller at or less than the amount actually advanced or accrued net of any charge-offs or other adjustments by Seller. Seller has not received any notice from a master servicer, securities

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administrator, trustee, Insurer, Investor or any other Person, which disputes or denies a claim by Seller for reimbursement in connection with any such Servicing Advance Receivable. Each Servicer Advance made by Seller (and each trailing invoice received by Holdings on or after the related Servicing Transfer Date for services rendered prior to such Servicing Transfer Date) that is reimbursed or paid by Holdings to Seller or a third party service provider is fully reimbursable to Holdings as a Servicer Advance under the terms of the related Servicing Agreement.

(c) Each Servicer Advance made by Seller was made in accordance with Applicable Requirements and Seller’s advance policies and stop advance policies and procedures in all material respects, and is not subject to any set-off or claim that could be asserted against Holdings. No Servicer Advance made by Seller or any prior servicer under a Servicing Agreement and not reimbursed or paid to Seller prior to the related Sale Date is a Non-Qualified Servicer Advance. Seller has not received any written notice from any Person in which such Person disputes or denies a claim by Seller for reimbursement in connection with a specifically identified Servicer Advance.

4.11 Servicing Agreement Consents and Other Third Party Approvals. None of the execution, delivery and performance of the Agreement and this Sale Supplement by Seller, the transfers of Servicing Rights under Section 2.2, the transfer of Rights to MSRs under Section 2.1, the transfers of Servicing Advance Receivables under Section 3.1 and the other transactions contemplated hereby require any consent, approval, waiver, authorization, penalties, notice or filing to be obtained by Seller or Purchasers from, or to be given by Seller or Purchasers to, or made by Seller or Purchasers with, any Person, except for, with respect to the Servicing Rights Assets, the Third Party Consents.

4.12 Servicing Advance Financing Agreements.

(a) Except as otherwise disclosed to the Purchasers, all of the Servicing Agreements are “Facility Eligible Servicing Agreements,” and each Servicer Advance to be owned by an Advance SPE is a “Facility Eligible Receivable,” each as defined under the Servicing Advance Financing Agreements.

(b) All of the representations and warranties of Seller in the Servicing Advance Financing Agreements are true and correct, and no early amortization event, default, event of default or similar event has occurred under the Servicing Advance Financing Agreements.

(c) Each of Seller and its Affiliates have complied in all material respects with the terms of the existing Servicing Advance Financing Agreements.

4.13 Anti-Money Laundering Laws. Seller has complied with all applicable anti-money laundering laws and regulations.

4.14 Servicer Ratings. Seller has a residential primary servicer rating for the servicing of subprime residential mortgage loans issued by S&P, Fitch or Xxxxx’x at or above “Above Average,” “RPS3” and “SQ2-”, respectively.

4.15 Eligible Servicer. Seller meets the eligibility requirements of a servicer and a subservicer under the terms of each Servicing Agreement and Underlying Document.

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4.16 HAMP. Seller has entered into a Commitment to Purchase Financial Instrument and Servicer Participation Agreement with Xxxxxx Xxx, as financial agent of the United States, which agreement is in full force and effect.

ARTICLE 5

CONDITIONS PRECEDENT

5.1 Conditions to the Purchase of Certain Servicing Advance Receivables. Holdings’ obligations to purchase any Servicing Advance Receivable pursuant to Section 3.1 and to pay the related Servicing Advance Receivables Purchase Price pursuant to Section 3.2 are subject to the satisfaction or Holdings’ waiver of the condition that, on the date of the financing of such Servicing Advance Receivable pursuant to the Servicing Advance Financing Agreements, any required written confirmation from a national statistical rating organization that the rating of the related notes will not be reduced, withdrawn or downgraded shall have been obtained.

5.2 Conditions to the Purchase of the Rights to MSRs. Purchasers’ obligations to make their respective purchases pursuant to Section 2.1, Holdings’ obligations to purchase the Servicing Rights pursuant to Section 2.2, and Purchasers’ obligations to pay the Purchase Price (and the Estimated Purchase Price) pursuant to Section 2.3 and Section 2.6 are subject to the satisfaction or Purchasers’ waiver of each of the conditions set forth in Section 6.1 and Section 6.3 of the Agreement (except the requirement to deliver the Third Party Consents necessary to transfer the Servicing Rights pursuant to Section 2.2) with respect to each of the Servicing Agreements and each of the Servicing Rights, as applicable, on the Closing Date and the satisfaction of each of the following conditions:

(a) Seller shall have obtained all consents or approvals required to be obtained to consummate the transfers to Purchasers pursuant to Section 2.1;

(b) The Servicing Advance Facility Agreements shall have been executed and delivered by each of the parties thereto and all of the conditions precedent to the effectiveness of the Servicing Advance Facility Agreements set forth therein have been satisfied; and

(c) The Subservicing Agreement and the Subservicing Supplement shall have been executed and delivered by each of the parties thereto and all of the conditions precedent to the effectiveness of the Subservicing Agreement and the Subservicing Supplement set forth therein have been satisfied.

ARTICLE 6

SERVICING MATTERS

6.1 Seller as Servicer. Except as expressly set forth in this Sale Supplement, Seller shall perform all of its duties and obligations of under each Servicing Agreement until the related Servicing Transfer Date and shall at all times until the related Servicing Transfer Date meet any standards and fulfill any requirements applicable to Seller under each Servicing Agreement.

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6.2 Servicing. Except as otherwise specifically provided in this Sale Supplement, Seller covenants and agrees to service and administer each Mortgage Loan related to a Servicing Agreement from and after the Closing Date until the related Servicing Transfer Date in accordance with Applicable Law, the terms of the related Mortgage Loan Documents and any applicable private mortgage insurance or pool insurance, the standards, requirements, guidelines, procedures, restrictions and provisions of the related Servicing Agreement and Underlying Documents governing the duties of Seller thereunder, this Sale Supplement and any other Applicable Requirements. Without limiting the foregoing, Seller covenants and agrees that it shall perform its obligations pursuant to this Sale Supplement in a manner that will not cause the termination of Seller as servicer under any Deferred Servicing Agreement, including any termination based on Seller’s management of delinquency or loss performance with respect to Mortgage Loans related to such Deferred Servicing Agreement. The parties acknowledge and agree that any termination of Seller as servicer with respect to a Servicing Agreement pursuant to a delinquency or loss performance trigger or for any other reason, other than as a result of a failure by Holdings to purchase Servicing Advance Receivables pursuant to Section 3.1, shall be deemed to be the result of a breach by Seller of its obligations under this Sale Supplement and the Agreement. In the event of a conflict between a Servicing Agreement and this Article 6, the Servicing Agreement shall control.

6.3 Collections from Obligors and Remittances. Seller shall direct the obligors on the Deferred Mortgage Loans to remit payment on the Deferred Mortgage Loans to the Clearing Account (as defined in the Servicing Agreement) and shall within one (1) Business Day of receipt promptly deposit any amounts Seller receives with respect to the Deferred Mortgage Loans in the Clearing Account. Seller shall promptly remit all amounts received by Seller with respect to the Mortgage Loans to the applicable Custodial Account or Escrow Account, but no later than the earlier of two (2) Business Days after receipt thereof or the date required pursuant to the applicable Deferred Servicing Agreement; provided, that Seller shall, subject to the terms of the related Servicing Agreement, remit any such amounts that constitute recovery of a Servicer Advance to the applicable account, if any, specified by Holdings pursuant to Section 3.4 within one (1) Business Day of receipt thereof; provided, further, that Seller shall, subject to the terms of the related Servicing Agreement, remit any such amounts that constitute Servicing Fee to the applicable account, if any, specified by Holdings pursuant to Section 2.5 within one (1) Business Day of receipt thereof. Seller shall also making any compensating interest payments or prepayment interest shortfall payments required to be made by Seller with respect to the Mortgage Loans under the Deferred Servicing Agreements, and shall remit any such payments to the applicable Custodial Account no less than one (1) Business Day prior to the applicable remittance date for such Servicing Agreement.

6.4 Servicing Practices. Seller shall not make any material change to its servicing practices with respect to the Deferred Mortgage Loans after the date hereof, including, any material changes to its cash collection and sweep processes or its advance policies or stop advance policies, without Holdings’ prior written consent, which consent shall not be unreasonably withheld or delayed. Holdings shall have the right to direct Seller to implement reasonable changes to Seller’s servicing practices applicable with respect to all or a portion of the Mortgage Loans, including any changes necessary to ensure compliance with any Applicable Laws or governmental programs or directions received pursuant to the applicable Servicing Agreements.

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6.5 Servicing Reports. Seller shall simultaneously deliver a copy of any reports delivered by Seller to any Person pursuant to the Deferred Servicing Agreements to Holdings.

6.6 Escrow Accounts. Subject to the terms of the related Deferred Servicing Agreement, Seller shall be entitled to withdraw funds from any Escrow Account related to a Deferred Servicing Agreement only for the purposes permitted in the applicable Servicing Agreement.

6.7 Notices and Financial Information. Until the last Servicing Transfer Date, Seller will furnish, or will cause to be furnished, to Purchasers:

(a) within two (2) Business Days after the occurrence of a breach by Seller of the Agreement or this Sale Supplement or any Termination Event or other event that would give HLSS the right to direct Seller to transfer the Servicing Rights with respect to any Deferred Servicing Agreement, notice of such event;

(b) any information required to be delivered by Seller pursuant to Section 5.10 of the Subservicing Agreement, which information shall be delivered at such times as specified in Section 5.10 of the Subservicing Agreement, provided that any reference to a “Subject Servicing Agreement” in Section 5.10 of the Subservicing Agreement shall be deemed to be a reference to a “Deferred Servicing Agreement,” for the purposes of this Section 6.7; and

(c) such other information regarding the condition or operations, financial or otherwise, of Seller or any of its subsidiaries as HLSS may from time to time reasonably request.

6.8 Defaults under Deferred Servicing Agreements. Seller covenants and agrees to use its reasonable best efforts to cure any breach, default or notice of default with respect to its obligations under any Deferred Servicing Agreement within the timeframe for cure set forth in such Deferred Servicing Agreement.

6.9 Continuity of Business. (a) Seller will maintain a disaster recovery plan in support of the services it performs pursuant to this Sale Supplement and each Deferred Servicing Agreement. Seller’s disaster recovery plan shall include, at a minimum, procedures for back-up/restoration of operating and loan administration computer systems; procedures and third-party agreements for replacement equipment (e.g. computer equipment), and procedures and third-party agreements for off-site production facilities. Seller will provide Holdings information regarding its disaster recovery plan upon reasonable request. Seller agrees to annually test its disaster recovery plan to ensure compliance with this Section 6.9. If such test results identify a material failure, Seller shall advise Holdings of the steps Seller will be taking to remedy such failure and shall notify Holdings when Seller has remedied such failure and retested. Seller will notify Holdings anytime Seller’s disaster recovery plan is activated. In the event of an activation of the disaster recovery plan, Seller shall use best efforts to provide redundancy capabilities for a majority of the critical systems within 48 hours in at least one of Seller’s other servicing facilities unaffected by the disaster to ensure servicing of the Mortgage Loans will be re-established within such 48 hours.

6.10 Optional Termination or Clean Up Calls. Seller may exercise its rights under any optional termination or clean up call provision pursuant to a Deferred Servicing Agreement prior

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to the related Servicing Transfer Date; provided that simultaneously or prior to such exercise, (i) Seller or its designee agrees to purchase, and purchases, the Mortgage Loans that are subject to such Deferred Servicing Agreement at a purchase price that is at least equal to the applicable purchase price pursuant to such Deferred Servicing Agreement, (ii) all unreimbursed Servicer Advances and other amounts owed to Holdings with respect to such Deferred Servicing Agreement under the Sale Supplement or otherwise are paid to Holdings, (iii) Seller shall have paid to HLSS a redemption fee with respect to such Deferred Servicing Agreement equal to the Book Value of the Rights to MSRs related to such Deferred Servicing Agreement on HLSS’s financial statements as of the date of such optional termination or clean up call and (iv) Seller shall provide at least ten (10) Business Days prior written notice to Purchasers of such exercise.

6.11 Amendments to Deferred Servicing Agreements; Transfer of Servicing Rights. Seller hereby covenants and agrees not to amend the Servicing Agreements without Purchasers’ prior written consent. Seller shall not sell or otherwise voluntarily transfer servicing under any of the Deferred Servicing Agreement during the Consent Period except as expressly provided in this Sale Supplement or take any other actions inconsistent with Purchasers’ right to acquire ownership of Servicing Rights with respect to a Servicing Agreement upon receipt of the required Third Party Consents.

6.12 Assumption of Servicing Duties; Transfer of Rights to MSRs and Servicing Rights. Holdings may from time to time designate any of Seller’s servicing obligations under a Deferred Servicing Agreement and assume the performance of such obligations so long as such assumption is permitted pursuant to such Deferred Servicing Agreement and does not limit Seller’s right to receive the Servicing Fees pursuant to such Deferred Servicing Agreement. Notwithstanding anything in the Agreement or this Sale Supplement to the contrary, HLSS may transfer the Rights to MSRs to any third party and/or may direct Seller to transfer the Servicing Rights to a third party that can obtain the required Third Party Consents, subject to the right of the Seller to receive the Seller Monthly Servicing Fee, the Performance Fee, the Ancillary Income and, if applicable, the Prepayment Interest Excess owed to Seller with respect to such Deferred Servicing Agreement pursuant to Article 7. For the avoidance of doubt, HLSS shall be entitled to receive all proceeds of such transfer.

6.13 Termination Event. In the case that any Termination Event occurs with respect to any Servicing Agreement during the Consent Period, Seller shall, upon HLSS’s written direction to such effect, use commercially reasonable efforts to transfer the Servicing Rights relating to any affected Servicing Agreement to a third party servicer identified by HLSS with respect to which all required Third Party Consents with respect to such Servicing Agreement can be obtained. HLSS shall be entitled to receive all proceeds of such transfer.

6.14 Servicing Transfer. Seller and Purchasers shall, prior to the Servicing Transfer Date with respect to each Servicing Agreement, work in good faith to determine and agree upon applicable servicing transfer procedures with respect to such Servicing Agreement.

6.15 Incorporation of Provisions from Subservicing Agreement. The provisions of each of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 (excluding the first sentence thereof), 5.17 and 5.18, and Exhibit A of the Subservicing Agreement are hereby incorporated into this Sale Supplement by reference, mutatis mutandis, as if its provisions were fully set forth herein; provided that any

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reference therein to the defined terms “Ocwen,” “Servicer,” “Mortgage Loan,” “Subject Servicing Agreement” and “Agreement,” shall be deemed for purposes of this Sale Supplement to be references to the terms “Seller,” “Holdings,” “Deferred Mortgage Loan,” “Deferred Servicing Agreement” and “Sale Supplement,” respectively and any reference therein to the phrase “during the term of this Agreement” shall be deemed for purposes of this Sale Supplement to be references to the phrase “until the last Servicing Transfer Date.”

ARTICLE 7

SELLER SERVICING FEES; COSTS AND EXPENSES

7.1 Seller Monthly Servicing Fee. As consideration for Seller servicing the Mortgage Loans pursuant to the Deferred Servicing Agreements during the applicable Consent Period but prior to the earlier of the date on which the Servicing Rights are transferred from Seller with respect to a Deferred Servicing Agreement or Servicing Fee Reset Date, Holdings shall pay to Seller a monthly base servicing fee for each calendar month during such period during which Seller is servicing Mortgage Loans with respect to Deferred Servicing Agreements pursuant to this Sale Supplement equal to 12% of the aggregate Servicing Fees actually received by Purchasers under this Sale Supplement during such calendar month with respect the Deferred Servicing Agreements (the “Seller Monthly Servicing Fee”).

7.2 Performance Fee. In addition to the Seller Monthly Servicing Fee, Holdings shall pay to Seller for each calendar month during which Holdings is servicing Mortgage Loans with respect to Deferred Servicing Agreements pursuant to this Sale Supplement a performance fee (“Performance Fee”) equal to the greater of (a) zero and (b) (x) the excess, if any, of the aggregate of all Servicing Fees actually received by Purchasers with respect to the Deferred Servicing Agreements and pursuant to the Transferred Servicing Agreements (whether directly pursuant to such Transferred Servicing Agreements or pursuant to this Sale Supplement) during such calendar month over the sum of (i) the Monthly Servicing Fee for such calendar month and (ii) the Retained Servicing Fee for such calendar month multiplied by (y) a fraction, (i) the numerator of which is the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and (ii) the denominator of which is equal to the sum of the average unpaid principal balance of all Mortgage Loans subject to the Deferred Servicing Agreements during such calendar month and the average unpaid principal balance of all Mortgage Loans subject to the Transferred Servicing Agreements during such calendar month, or such other allocation percentage which is agreed by Seller and Holdings (the “Allocation Percentage”). The Performance Fee, if any, for any calendar month will be reduced by an amount equal to (y) 3.00% per annum (i.e., 0.25% per month) of the Excess Servicing Advances, if any, for such month multiplied by the Allocation Percentage, and the amount of any such reduction in the Performance Fee shall be retained by Holdings. If the Closing Date does not occur on the first day of a calendar month, the Performance Fee for the period from the Closing Date to the last of the calendar month in which the Closing Date occurs shall be calculated in a pro rata manner based on the number of days in such period. Notwithstanding any provision in this Sale Supplement to the contrary, in the event Holdings has failed to pay Seller any Seller Monthly Servicing Fee or Performance Fees that are past due after ten (10)

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Business Days of Holdings receiving notice of such failure, Seller shall not be required to continue to act as subservicer until such time as Holdings has fully paid such past due Seller Monthly Servicing Fee or Performance Fee; provided that Holdings shall not have notified Seller that it disputes the occurrence or amount of such past due Seller Monthly Servicing Fee or Performance Fee.

7.3 Costs and Expenses. Except as otherwise expressly provided in the Agreement or this Sale Supplement, each party hereto shall be responsible for its own costs and expenses incurred in connection with the negotiation and execution of the Agreement, this Sale Supplement and all documents relating thereto. Seller shall be required to pay all expenses incurred by it in connection with its obligations hereunder to the extent such expenses do not constitute Servicer Advances and shall not be entitled to reimbursement therefor except as specifically provided for herein or in the applicable Deferred Servicing Agreement. Seller shall reimburse Purchasers for any reasonable out-of-pocket costs, including legal fees, incurred by Purchasers in connection with obtaining any required Third Party Consents; provided, however, that neither Purchaser shall incur such costs without the prior written approval of Seller.

7.4 Ancillary Income. Seller shall be entitled to retain as additional compensation any Ancillary Income and any Prepayment Interest Excess received by Seller with respect to the Deferred Mortgage Loans, to the extent such Ancillary Income or Prepayment Interest Excess is permitted to be retained by Seller pursuant to the related Deferred Servicing Agreement.

7.5 Calculation and Payment. No later than the second Business Day following the receipt by Purchasers of the Monthly Servicing Oversight Report for a calendar month, Holdings will remit to Seller in immediately available funds the Seller Monthly Servicing Fee and Performance Fees payable by Holdings to Seller for the related calendar month, along with a report showing in reasonable detail the calculation of such Seller Monthly Servicing Fees and Performance Fees.

7.6 No Offset. Neither party shall have any right to offset against any amount payable hereunder or other agreement to the other party, or otherwise reduce any amount payable hereunder as a result of, any amount owing by the other party or any of its Affiliates to such party or any of its Affiliates.

7.7 Servicing Fee Reset Date. The servicing fees payable to Seller after the Servicing Fee Reset Date shall be subject to negotiation between Seller and Holdings. If Seller and Holdings are unable to agree to such servicing fee prior to the Servicing Fee Reset Date, Seller shall, upon Holdings’ written direction to such effect, transfer the Servicing Rights relating to all of the Deferred Servicing Agreements to a third party servicer identified by Holdings with respect to which all required Third Party Consents with respect to the Deferred Servicing Agreements can be obtained. Holdings shall be entitled to receive all proceeds related to such transfer.

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ARTICLE 8

INDEMNIFICATION

8.1 Seller Indemnification of Purchasers. Seller agrees to indemnify and hold harmless each Purchaser and each officer, director, agent, employee or Affiliate of each Purchaser (each, a “Seller Indemnified Party”) from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses (each, a “Liability”) suffered or incurred by a Purchaser or any such other Person (whether or not resulting from a third party claim) arising directly or indirectly out of or resulting from (a) any event relating to Transferred Assets occurring prior to the related Servicing Transfer Date, (b) a breach of any of Seller’s representations and warranties contained in the Agreement, this Sale Supplement or any other Related Agreement or Seller’s failure to observe and perform any of Seller’s duties, obligations, covenants or agreements contained in the Agreement, this Sale Supplement or any other Related Agreement, (c) acts or omissions of Seller, any other servicer of any Mortgage Loans, or any subservicer, contractor or agent engaged by Seller or any other servicer, in each case prior to the related Servicing Transfer Date, relating to the Transferred Assets, including any failure by Seller, any other servicer or any subservicer, contractor or agent engaged by Seller or any other servicer prior to the related Servicing Transfer Date to comply with the Applicable Requirements, (d) the Excluded Liabilities or (e) any acts or omissions by Seller or its employees or agents in performance of its duties or obligations pursuant to this Sale Supplement.

8.2 Purchasers Indemnification of Seller. Purchasers agree, jointly and severally, to indemnify and hold harmless Seller and each officer, director, agent, employee or Affiliate of Seller (each, a “Purchaser Indemnified Party”) from and against any and all Liability suffered or incurred by Seller or any such other Person arising out of or resulting from (a) a breach of any of Purchasers’ representations and warranties or covenants contained in the Agreement, the Sale Supplement or any other Related Agreement or (b) acts or omissions of a Purchaser or any subservicer, contractor or agent (other than Seller or any of Seller’s Affiliates) engaged by Purchasers, in each case after the related Servicing Transfer Date, relating to the Transferred Assets.

8.3 Indemnification Procedures.

(a) As promptly as is reasonably practicable after becoming aware of a claim for indemnification under the Agreement or this Sale Supplement not involving a Third-Party Claim, but in any event no later than fifteen (15) Business Days after first becoming aware of such claim, the Indemnified Person shall give notice to the Indemnifying Person of such claim, which notice shall specify the facts alleged to constitute the basis for such claim and the amount that the Indemnified Person seeks hereunder from the Indemnifying Person; provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Section 8.3 except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby.

(b) The Indemnified Person shall give notice as promptly as is reasonably practicable, but in any event no later than ten (10) Business Days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any action, suit, claim or proceeding, by any unaffiliated third Person (a “Third-Party Claim”) in respect of which indemnity may be sought under the Agreement or this Sale Supplement (which notice shall

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specify in reasonable detail the nature and amount of such claim); provided, however, that the failure of the Indemnified Person to give such notice shall not relieve the Indemnifying Person of its obligations under this Section 8.3 except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, at its own expense, (i) participate in the defense of any such Third-Party Claim, and (ii) upon notice to the Indemnified Person, at any time during the course of any such Third-Party Claim, assume the defense thereof with counsel of its own choice and, in the event of such assumption, shall have the exclusive right, subject to clause (i) in the proviso in Section 8.3(c), to settle or compromise such Third-Party Claim. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. Whether or not the Indemnifying Person chooses to defend or prosecute any such Third-Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

(c) Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (ii) of Section 8.3(b) or the Indemnifying Person, as the case may be), of any such Third-Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (i) no obligation, restriction, loss or admission of guilt or wrongdoing shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent and (ii) the Indemnified Person will not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person.

(d) Except as specifically provided for in the Agreement or this Sale Supplement, no claim may be made by an Indemnified Person for any special, indirect, punitive or consequential damages (“Special Damages”) in respect of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of, or in any way related to the transactions contemplated, or relationship established, by this Agreement or any Sale Supplement, or any act, omission or event occurring in connection herewith or therewith, and to the fullest extent permitted by law, Seller and each Purchaser hereby waives, releases and agrees not to xxx upon any such claim for Special Damages, whether or not accrued or whether or not known or suspected to exist in its favor.

8.4 Tax Treatment. (a) Seller and Purchasers agree that all payments made by any of them to or for the benefit of the other under this Article 8, under other indemnity provisions of the Agreement or this Sale Supplement and for any misrepresentations or breaches of warranties or covenants, shall be treated as adjustments to the Purchaser Price for tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Applicable Laws of a particular jurisdiction provide otherwise.

(b) All payments made pursuant to this Agreement shall be made free and clear and without deductions of any kind for taxes.

8.5 Survival. The parties’ obligations under this Article 8 shall survive any termination of the Agreement and/or this Sale Supplement.

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8.6 Additional Indemnification. (a) Without limiting Seller’s obligations under Article 8 of this Sale Supplement, it is agreed by the parties that if Seller is terminated as servicer under any Deferred Servicing Agreement as a result of any action described in clauses (a) through (e) of Section 8.1 above, Seller shall also pay to Purchasers, as reasonable and just compensation for such termination, an amount equal to the product of (i) the Purchase Price for such Deferred Servicing Agreement and (ii) the Amortization Percentage for the calendar month in which Seller received notice of such termination, and Purchasers shall accept such sum as liquidated damages, and not as penalty, in the event of such a termination.

8.7 Specific Performance. Notwithstanding any other provision of the Agreement or this Sale Supplement, (i) it is understood and agreed that the remedy of indemnity payments pursuant to this Article 8 and other remedies at law would be inadequate in the case of any actual or threatened breach of the Agreement or this Sale Supplement by Seller and (ii) Purchasers shall be entitled, without limiting its other remedies and without the necessity of proving actual damages or posting any bond, to equitable relief, including the remedy of specific performance or injunction, with respect to any breach or threatened breach of such covenants. Such relief shall be in addition to, and not in lieu of, all other remedies available at law or in equity to such party under the Agreement and this Sale Supplement.

ARTICLE 9

GRANT OF SECURITY INTEREST

9.1 Granting Clause. To secure its performance of its obligations under the Agreement and this Sale Supplement, Seller hereby grants to Purchasers a security interest in all of its right, title and interest in an to the following, whether now owned or hereafter acquired, and all monies “securities,” “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “financial assets,” “investment property,” (each as defined in the applicable UCC) and other property consisting of, arising from or relating to any of the following:

(a) the Servicing Rights in respect of all of the Mortgage Loans and REO Properties related to the Deferred Servicing Agreements, in each case together with all related security, collections and payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing;

(b) the Rights to MSRs with respect to each Servicing Agreement;

(c) all Servicing Fees, Ancillary Income and Prepayment Interest Excess received under the Deferred Servicing Agreements and subject to Section 6.10 of this Sale Supplement any rights to exercise any optional termination or clean-up call provisions under the Deferred Servicing Agreements;

(d) all income from amounts on deposit in Custodial Accounts and Related Escrow Accounts related to the Deferred Servicing Agreements;

(e) all files and records in Seller’s possession or control, including the related Database, relating to the assets specified in clauses (a) through (c);

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(f) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller to the extent related exclusively to any of the foregoing and/or the Assumed Liabilities; and

(g) any proceeds of any of the foregoing (collectively, the “Collateral”).

This Sale Supplement shall constitute a security agreement under applicable law. Seller agrees that from time to time it shall promptly execute and deliver all additional instruments and documents and take all additional action that Purchasers may reasonably request in order to perfect the interests of Purchasers in, to and under, or to protect, the Collateral or to enable Purchasers to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable law, Seller hereby authorizes Purchasers to file financing statements and amendments thereto in connection with the grant of a security interest pursuant to this Section 9.1. Seller covenants and agrees to take all necessary action to prevent the creation or imposition of any Lien upon any of the Collateral, and to maintain the Collateral free and clear of all Liens, other than the Lien securing the obligations of Seller arising under this Sale Supplement.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1 Further Assurances. Without limiting Section 5.7 of the Agreement, each party hereto shall execute and deliver in a reasonable timeframe such reasonable and appropriate additional documents, instruments or agreements and take such reasonable actions as may be necessary or appropriate to effectuate the purposes of this Sale Supplement at the request of the other party. Without limiting the foregoing, the Seller agrees that it will promptly at Purchasers’ request execute and deliver an one or more assignment and assumption agreements, in form mutually agreed to by the parties, one or more equity interest assignments, in form mutually agreed to by the parties, or such other documents, instruments or agreements as Purchasers may reasonably request to evidence the transfers of Rights to MSRs pursuant to Section 2.1, Servicing Rights pursuant to Section 2.2 and Transferred Receivables Assets pursuant to Section 3.1.

10.2 Compliance with Applicable Laws; Licenses. Seller will comply with all Applicable Laws in connection with the performance of its obligations under the Agreement and this Sale Supplement. Seller shall maintain all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of Seller to perform its obligations under the Agreement and this Sale Supplement.

10.3 Merger, Consolidation, Etc.. Seller will keep in full effect its existence, rights and franchises as a limited liability company, and will obtain and preserve its qualification to do business as a foreign organization in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Agreement, this Sale Supplement, each Deferred Servicing Agreement or any of the Deferred Mortgage Loans, or to perform its duties under the Agreement or this Sale Supplement. Seller may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any

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Person resulting from any merger or consolidation to which Seller shall be a party or acquiring all or substantially all of the assets of Seller, or any Person succeeding to the business of Seller shall be the successor of Seller hereunder and under the Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that the successor or surviving Person shall be an institution whose deposits are insured by FDIC or a company whose business includes the servicing of mortgage loans and shall have a tangible net worth not less than $25,000,000.

10.4 Annual Officer’s Certificate. Not later than March 15^th of each calendar year commencing in 2014, Seller shall deliver to Purchasers an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the activities of Seller during the preceding year and of performance under the Agreement and this Sale Supplement has been made under such officers’ supervision and (ii) to the best of such officer’s knowledge, based on such review, Seller has fulfilled all of its obligations under the Agreement and this Sale Supplement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof.

10.5 Accounting Treatment. Notwithstanding Section 8.14 of the Agreement, the parties acknowledge that until such time as the Third Party Consents with respect to a Servicing Agreement are obtained, the parties shall treat the transaction hereunder with respect to such Servicing Agreement as a financing for accounting purposes.

10.6 Incorporation. The provisions of Article 8 of the Agreement are hereby incorporated into this Sale Supplement by reference, mutatis mutandis, as if its provisions were fully set forth herein.

10.7 Third Party Beneficiaries. Seller and each Purchaser acknowledge and agree that the indenture trustee, on behalf of the holders of related notes, with respect to any Servicing Advance Financing Agreements pursuant to which Purchaser has transferred Servicer Advances made pursuant to a Deferred Servicing Agreement is an express third party beneficiary of this Sale Supplement and the Agreement solely with respect to the Deferred Servicing Agreements related to such Servicing Advance Financing Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Sale Supplement to be executed and delivered by its respective officer thereunto duly authorized as of the date above written.

OCWEN LOAN SERVICING, LLC
By:		Ocwen Mortgage Servicing, Inc., as its sole member
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		CFO and Treasurer
HLSS HOLDINGS, LLC
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Senior Vice President and CFO
HOME LOAN SERVICING SOLUTIONS, LTD.
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Chairman

EXHIBIT A

Form of Monthly Remittance Report

Ocwen Loan Servicing, LLC		xxx
Deal Name
Remittance Summary		[Month] [Year]

Particulars		Amount ($)
Scheduled Principal Payments			0.00
Curtailments			0.00
Interest on curtailment			0.00
Pool to Security			0.00
Payoff Principal			0.00
Neg Amt Prin			0.00
Deferred Principal Paid			0.00
Total Principal remitted			0.00
Gross Scheduled Interest			0.00
Less: Service fee amount			0.00
Less: LPMI Premium			0.00
Add: INT on STA Reinstatement			0.00
Add: INT on STA Paid-in-full			0.00
Less: STA PI Recoveries			0.00
Total Interest remitted			0.00

Less: Realized Loss			0.00
Less: Trailing expenses			0.00
Add: Trailing income			0.00
+/- Collection on released loans			0.00
Interest on curtailment			0.00
Add: Prepayment penalty			0.00
+/- Prior period PPP			0.00
Add: Collection on STA loans			0.00
Add: Non recoverable Credits			0.00
Less: Non recoverable advances			0.00
Less: Non Loan level expense			0.00
Less: Jr Lien Blanket Policy Fee			0.00
Less: Pre-approved legal expense			0.00
+/- -Reconciliation adjustments			0.00
+ / - Arrearage remittance
Add: Principal Arrearage			0.00
Add: Interest Arrearage			0.00
+ / - : Modification Forgiveness of Debt
Principal Forgiveness			0.00
Interest Forgiveness			0.00
Expense Forgiveness			0.00
Scheduling Difference			0.00

Deffered Principal Loss			0.00
XXX waived balance loss			0.00
Investor Incentives			0.00
Less: Compensating Interest adjustment			0.00
Total Remittance			0.00
Beg Sch Balance			0.00
Ending Principal Balance			0.00
Beg Actual Balance			0.00
Ending Actual Principal Balance			0.00
Beg Deferred Principal Balance			0.00
Ending Deferred Principal Balance			0.00
Beg Loan count			0.00
Payoffs			0.00
End Loan count			0.00
Principal Roll Test			0.00
Loan Count Test			0.00
Non Supporting Compensating Interest			0.00
Wire of sub - Investor			0.00
Grand Total for PI Wire			0.00

SCHEDULE I

SERVICING AGREEMENTS

Investor Number		Deal Name
2959		AMSI 2002-AR1
2960		AMSI 2003-7
2964		ARSI 2003-W4
2965		ARSI 2004-W3
2969		BOND SECURITIZATION 2003-1
2971		C-BASS 1999-CB1
2972		C-BASS 1999-CB2
0000		XXXXXXX XX XX XX 0000-0
0000		XXXXXXX XX XX XX 0000-0
3107		FREMONT HM LN TR 2003-1
3142		GSAMP 2003-NC1
3195		MLMI 2002-NC1
3201		XXXXXX XXXXXXX 2002-AM2
3203		XXXXXX XXXXXXX 2002-HE2
3214		NAAC 2003-A2
3234		PC 2005-2
3322		RAAC 2007-SP2
3327		RALI 2003-QS17
3329		RALI 2003-QS19
3337		RALI 2005-QS6
3346		RALI 2003-QS15
3350		RALI 2004-QA6
3354		RALI 2004-QS16
3358		RALI 2004-QS7
3359		RALI 2005-QA3
3361		RALI 2005-QS14
3362		RALI 2005-QS16
3363		RALI 2005-QS17
3366		RALI 2006-QS7
3371		RAMP 2003-RP1
3372		RAMP 2003-RP2

3374		RAMP 2003-SL1
3381		RAMP 2005-RP2
3385		RAMP 2006-RP1
3386		RAMP 2006-RP2
3387		RAMP 2006-RP3
3389		RAMP 2007-RP1
3392		RAMP 2007-RP4
3402		SABR 2004-NC3
3404		SBM7 2002-WMC2
3408		Soundview 2001-2
3413		Soundview 2007-2
3425		TERWIN 2003-7SL
3428		TERWIN 2004-10SL
3429		TERWIN 2004-2SL
3430		TERWIN 2004-6SL
3451		CMLTI 2003-HE2
3535		C-BASS 2003-CB4
3553		GSAA 2007-S1
3218		Option One 2002-5
3315		RAAC 2005-SP2
3318		RAAC 2006-SP2
3321		RAAC 2007-SP1
3325		RALI 2003-QS11
3326		RALI 2003-QS13
3348		RALI 2003-QS4
3376		RAMP 2004-SL1
3380		RAMP 2005-RP1
3384		RAMP 2005-SL2
3388		RAMP 2006-RP4
3390		RAMP 2007-RP2
3391		RAMP 2007-RP3
3452		CMLTI 2004-NCM1 (Nat City)
3778		MSMLT 2007-2AX
3779		MSMLT 2007-5AX
3785		MSM 2006-15XS

3787		MSM 2007-8XS
3788		MSM 2007-10XS
3796		MSM 2007-11AR
3810		MSAC 2007-SEA1
0000		XXX 0000-00
0000		XXX 0000-00XX
3827		MSM 2007-15AR
3853		Saxon 01-3
3856		Saxon 02-1
3976		ABFC 2001-AQ1
3977		ABFC 2002-OPT1
3978		ABFC 2003-OPT1
3984		ABFC 2005-AQ1
3985		ABFC 2005-HE1
3988		ABFC 2006-OPT1
3989		ABFC 2006-OPT2
3990		ABFC 2006-OPT3
3992		ABSC 2001-HE3
3998		ACE Series 2001-AQ1
4002		ACE Series 2005-SD1
4005		AHM Assets Trust 2005-1
4006		AHM Assets Trust 2005-2
4007		AHM Assets Trust 2006-1
4008		AHM Assets Trust 2006-2
4011		AHM Assets Trust 2006-5
4012		AHM Assets Trust 2006-6
4015		AHM Assets Trust 2007-3
4016		AHM Assets Trust 2007-4
4017		AHM Assets Trust 2007-5
4020		AHM Investment Trust 2004-2
4021		AHM Investment Trust 2004-3
4022		AHM Investment Trust 2004-4
4023		AHM Investment Trust 2005-1
4024		AHM Investment Trust 2005-2
4025		AHM Investment Trust 2005-3

4026		AHM Investment Trust 2005-4A
4028		AHM Investment Trust 2005-SD1
4030		AHM Investment Trust 2006-2
4031		AHM Investment Trust 2006-3
4032		AHM Investment Trust 2007-1
4033		AHM Investment Trust 2007-2
4034		AHM Investment Trust 2007-A
4036		AHM Investment Trust 2007-SD1
4041		AMSI 2001-2
4042		AMSI 2001-A
4043		AMSI 2002-2
4044		AMSI 2002-3
4045		AMSI 2002-4
4046		AMSI 2002-A
4047		AMSI 2002-AR1
4048		AMSI 2002-B
4049		AMSI 2002-C
4050		AMSI 2002-D
4051		AMSI 2003-1
4052		AMSI 2003-10
4053		AMSI 2003-11
4054		AMSI 2003-12
4055		AMSI 2003-13
4056		AMSI 2003-2
4057		AMSI 2003-5
4058		AMSI 2003-6
4059		AMSI 2003-7
4060		AMSI 2003-8
4061		AMSI 2003-9
4062		AMSI 2003-AR1
4063		AMSI 2003-AR2
4064		AMSI 2003-AR3
4065		AMSI 2003-IA1
4066		AMSI 2004-FR1
4067		AMSI 2004-IA1

4068		AMSI 2004-R1
4073		AMSI 2004-R10
4074		AMSI 2004-R11
4075		AMSI 2004-R12
4076		AMSI 2004-R2
4077		AMSI 2004-R3
4078		AMSI 2004-R4
4079		AMSI 2004-R5
4080		AMSI 2004-R6
4081		AMSI 2004-R7
4082		AMSI 2004-R8
4083		AMSI 2004-R9
4084		AMSI 2005-R1
4086		AMSI 2005-R11
4087		AMSI 2005-R2
4088		AMSI 2005-R3
4089		AMSI 2005-R4
4090		AMSI 2005-R5
4091		AMSI 2005-R6
4092		AMSI 2005-R7
4094		AMSI 2005-R9
4095		AMSI 2006-R1
4096		AMSI 2006-R2
4101		Xxxxxx ARC 2002-BC6
4102		Xxxxxx ARC 2002-BC8
4104		ARSI 2003-W1
4105		ARSI 2003-W10
4106		ARSI 2003-W2
4107		ARSI 2003-W3
4108		ARSI 2003-W4
4109		ARSI 2003-W5
4110		ARSI 2003-W6
4111		ARSI 2003-W7
4112		ARSI 2003-W8
4113		ARSI 2003-W9

4114		ARSI 2004-PW1
4115		ARSI 2004-W1
4116		ARSI 2004-W10
4118		ARSI 2004-W2
4119		ARSI 2004-W3
4120		ARSI 2004-W4
4121		ARSI 2004-W5
4122		ARSI 2004-W6
4123		ARSI 2004-W7
4124		ARSI 2004-W8
4125		ARSI 2004-W9
4126		ARSI 2005-W1
4128		ARSI 2005-W3
4129		ARSI 2005-W4
4131		ARSI 2006-M1
4132		ARSI 2006-M2
4133		ARSI 2006-M3
4136		ARSI 2006-W3
4137		ARSI 2006-W4
4138		ARSI 2006-W5
0000		Xxxx xx Xxxxxxx Funding Corp. 2008-1
4142		Bear Xxxxxxx ABS I Trust 2006-AC3
4151		Citigroup CMLTI 2006-AMC1
4152		Citigroup CMLTI 2006-HE2
4165		Deutsche DBALT 2006-AB2
4166		Deutsche DBALT 2006-AB3
4167		Deutsche DBALT 2006-AB4
4171		Deutsche DBALT 2006-AR5
4172		Deutsche DBALT 2006-AR6
4173		Deutsche DBALT 2007-1
4175		Deutsche DBALT 2007-AB1
4176		First Franklin 2001-FF1
4177		First Franklin 2001-FF2
4179		Xxxxxxx Xxxxx GSAA Home Equity 2006-10

4180		Xxxxxxx Sachs GSAA Home Equity 2006-11
4181		Xxxxxxx Xxxxx GSAA Home Equity 2006-6
4182		Xxxxxxx Sachs GSAA Home Equity 2006-9
4183		Xxxxxxx Xxxxx GSAMP 2003-HE2
4184		Xxxxxxx Sachs GSAMP 2004-OPT
4185		Xxxxxxx Xxxxx GSAMP 2006-S4
4186		Xxxxxxx Sachs GSR 2006-AR1
4187		Xxxxxxx Xxxxx GSR 2006-AR2
4188		Xxxxxxx Sachs GSR 2006-OA1
4192		HSBC HASCO 2005-I1
4193		HSBC HASCO 2005-OPT1
4198		HSBC HASCO 2007-HE1
4207		HarborView Mortgage Loan Trust 2006-14
4208		HarborView Mortgage Loan Trust 2006-6
4209		HarborView Mortgage Loan Trust 2006-7
4210		HarborView Mortgage Loan Trust 2007-2
4216		Luminent Mortgage Trust 2006-7
4223		MASTR ABS Trust 2007-HE2
4224		MASTR ALT Series 2006-2
4226		MASTR ARM Trust 2005-8
4227		MASTR ARM Trust 2006-OA1
4229		MASTR ARM Trust 2007-1
4231		OOMC MESA Trust 2001-2
4237		Xxxxxxx Xxxxx Series 2002-HE1
4240		Xxxxxxx Xxxxx Series 2004-OPT1
4243		Xxxxxx Xxxxxxx 2004-OP1
4244		Xxxxxx Xxxxxxx 2005-HE1
4245		Xxxxxx Xxxxxxx 2005-HE2
4247		Xxxxxx Xxxxxxx 2006-5AR
4255		OOMC Loan Trust 1999-A
4256		OOMC Loan Trust 1999-B

4257		OOMC Loan Trust 1999-C
4260		OOMC Loan Trust 2000-A
4261		OOMC Loan Trust 2000-B
4262		OOMC Loan Trust 2000-C
4263		OOMC Loan Trust 2000-D
4264		OOMC Loan Trust 2001-4
4265		OOMC Loan Trust 2001-A
4266		OOMC Loan Trust 2001-B
4267		OOMC Loan Trust 2001-C
4268		OOMC Loan Trust 2001-D
4270		OOMC Loan Trust 2002-2 -STEP
4272		OOMC Loan Trust 2002-4
4273		OOMC Loan Trust 2002-5
4275		OOMC Loan Trust 2002-A -STEP
4302		OOMC Loan Trust 2007-HL1
4304		XXXX Xxxxxxxxxx 0000-0
4308		QUEST 2002-X1
4309		QUEST 2003-X2
4310		QUEST 2003-X3
4311		QUEST 2003-X4
4312		QUEST 2004-X1
4313		QUEST 2004-X2
4314		QUEST 2004-X3
4315		QUEST 2005-X1
4316		QUEST 2005-X2
4317		QUEST 2006-X1
4318		QUEST 2006-X2
4324		Xxxxxx SAIL 2003-BC10 Step Fee
4325		Xxxxxx SAIL 2003-BC11 Step Fee
4326		Xxxxxx SAIL 2003-BC12
4327		Xxxxxx SAIL 2003-BC13
4328		Xxxxxx SAIL 2003-BC2
4329		Xxxxxx SAIL 2003-BC4
4331		Xxxxxx SAIL 2003-BC6
4332		Xxxxxx SAIL 2003-BC7

4333		Xxxxxx SAIL 2003-BC8
4334		Xxxxxx SAIL 2003-BC9
4337		Xxxxxx SAIL 2004-11
4338		Xxxxxx SAIL 2004-2
4339		Xxxxxx SAIL 2004-3
4340		Xxxxxx SAIL 2004-4
4341		Xxxxxx SAIL 2004-6
4342		Xxxxxx SAIL 2004-7
4344		Xxxxxx SAIL 2004-8
4349		Xxxxxx SAIL 2005-3
4350		Xxxxxx SAIL 2005-4
4351		Xxxxxx SAIL 2005-5
4352		Xxxxxx SAIL 2005-6
4355		Xxxxxx SAIL 2006-BNC3
4356		Bear Xxxxxxx XXXX II Trust 2006-AR5
4360		Xxxxxx SASCO 1999-BC4
4372		Xxxxxx SASCO 2005-S7
4373		Xxxxxx SASCO 2005-SC1
4379		Xxxxxx SASCO 2006-Z
4381		Xxxxxx SASCO 2007-GEL2
4382		Xxxxxx SASCO 2007-TC1
4384		Salomon Brothers 1997-LB6
4385		Salomon Brothers 1998-AQ1
4386		Salomon Brothers 1998-NC7
4403		Soundview 2007-OPT2
4404		Soundview 2007-OPT3
4422		AHM Assets Trust 2007-SD2
2005-AHL1		RASC 2005-AHL1
2005-AHL3		RASC 2005-AHL3
2006-QS16		RALI 2006-QS16
2007-KS2		RASC 2007-KS2
2006-QS8		RALI 2006-QS8
2007-QS6		RALI 2007-QS6
2006-RS2		RAMP 2006-RS2
2006-KS1		RASC 2006-KS1

2006-RS4		RAMP 2006-RS4
2004-RS10		RAMP 2004-RS10
2006-RZ4		RAMP 2006-RZ4
2007-QA1		RALI 2007-QA1
2004-RS8		RAMP 2004-RS8
2006-KS9		RASC 2006-KS9
0000-XX00		XXXX 0000-XX00
0000-XX0		RASC 2006-KS7
2007-S4		RFMSI 2007-S4
2006-KS2		RASC 2006-KS2
2004-KS8		RASC 2004-KS8
0000-XX00		XXXX 0000-XX00
0000-XX0		RAMP 2006-RZ3
2006-RS5		RAMP 2006-RS5
2006-KS8		RASC 2006-KS8
0000-XX00		XXXX 0000-XX00
0000-XX00		RALI 2005-QS14
0000-XX00		XXXX 0000-XX00
2007-QS2		RALI 2007-QS2
2006-QS18		RALI 2006-QS18
2005-KS7		RASC 2005-KS7
2007-KS4		RASC 2007-KS4
2007-QS11		RALI 2007-QS11
2007-QA4		RALI 2007-QA4
2006-KS3		RASC 2006-KS3
2005-RS3		RAMP 2005-RS3
2007-RZ1		RAMP 2007-RZ1
2005-KS6		RASC 2005-KS6
2004-KS6		RASC 2004-KS6
2006-NC2		RAMP 2006-NC2
2005-RS1		RAMP 2005-RS1
2005-EFC4		RAMP 2005-EFC4
2007-KS3		RASC 2007-KS3
2006-KS6		RASC 2006-KS6
2005-QS9		RALI 2005-QS9

2007-RS2		RAMP 2007-RS2
2004-QA3		RALI 2004-QA3
2006-RS3		RAMP 2006-RS3
2005-RS8		RAMP 2005-RS8
2006-S3		RFMSI 2006-S3
0000-XX00		XXXX 0000-XX00
2006-QS1		RALI 2006-QS1
2006-QS13		RALI 2006-QS13
2005-KS1		RASC 2005-KS1
2006-KS5		RASC 2006-KS5
2005-KS4		RASC 2005-KS4
2007-QA3		RALI 2007-QA3
2006-KS4		RASC 2006-KS4
2005-KS8		RASC 2005-KS8
2006-RS1		RAMP 2006-RS1
2006-RS6		RAMP 2006-RS6
2006-QS6		RALI 2006-QS6
2006-QS11		RALI 2006-QS11
2005-QS16		RALI 2005-QS16
2006-QS14		RALI 2006-QS14
2007-QS7		RALI 2007-QS7
2006-EFC1		RAMP 2006-EFC1
2007-QS3		RALI 2007-QS3
2006-QA5		RALI 2006-QA5
2006-QA11		RALI 2006-QA11
2005-EFC1		RAMP 2005-EFC1
2005-RS6		RAMP 2005-RS6
2006-QS4		RALI 2006-QS4
2006-QS12		RALI 2006-QS12
2004-RS12		RAMP 2004-RS12
2006-QS2		RALI 2006-QS2
2007-SA2		RFMSI 2007-SA2
2005-QS15		RALI 2005-QS15
2005-AHL2		RASC 2005-AHL2
2007-S3		RFMSI 2007-S3

2005-QS13		RALI 2005-QS13
2005-QA9		RALI 2005-QA9
2006-QA6		RALI 2006-QA6
2006-NC1		RAMP 2006-NC1
2005-EFC5		RAMP 2005-EFC5
2005-QS2		RALI 2005-QS2
2005-EFC3		RAMP 2005-EFC3
2006-QS15		RALI 2006-QS15
2007-S6		RFMSI 2007-S6
2005-EFC6		RAMP 2005-EFC6
2005-RS4		RAMP 2005-RS4
2006-NC3		RAMP 2006-NC3
2006-QA4		RALI 2006-QA4
2007-QS8		RALI 2007-QS8
0000-XX00		XXXX 0000-XX00
0000-XX0		RAMP 2005-SL1
2006-S2		RFMSI 2006-S2
2005-RZ3		RAMP 2005-RZ3
2006-QS5		RALI 2006-QS5
2007-RS1		RAMP 2007-RS1
2004-QS16		RALI 2004-QS16
2006-QS7		RALI 2006-QS7
2005-RZ4		RAMP 2005-RZ4
2005-QS6		RALI 2005-QS6
2007-QS4		RALI 2007-QS4
2007-QA2		RALI 2007-QA2
2006-QS9		RALI 2006-QS9
2005-KS5		RASC 2005-KS5
2007-QS1		RALI 2007-QS1
2006-QS10		RALI 2006-QS10
2004-QA6		RALI 2004-QA6
2005-QA12		RALI 2005-QA12
2005-QA8		RALI 2005-QA8
2006-S9		RFMSI 2006-S9
2004-RS6		RAMP 2004-RS6

2007-QS5		RALI 2007-QS5
2006-QS3		RALI 2006-QS3
2006-S8		RFMSI 2006-S8
2006-QA3		RALI 2006-QA3
2005-RS7		RAMP 2005-RS7
2006-QA2		RALI 2006-QA2
2006-QA7		RALI 2006-QA7
2006-RZ5		RAMP 2006-RZ5
2006-RZ2		RAMP 2006-RZ2
2005-QA13		RALI 2005-QA13
2005-KS3		RASC 2005-KS3
2005-QA3		RALI 2005-QA3
2005-QS17		RALI 2005-QS17
2005-KS2		RASC 2005-KS2
2006-QA8		RALI 2006-QA8
2007-KS1		RASC 2007-KS1
2006-QA10		RALI 2006-QA10
2007-QS10		RALI 2007-QS10
2007-QA5		RALI 2007-QA5
2005-RS2		RAMP 2005-RS2
2004-QS14		RALI 2004-QS14
2007-QS9		RALI 2007-QS9
2005-QS3		RALI 2005-QS3
2005-QA10		RALI 2005-QA10
2005-QA2		RALI 2005-QA2
2007-S2		RFMSI 2007-S2
2004-RS11		RAMP 2004-RS11
2005-KS9		RASC 2005-KS9
2004-RZ4		RAMP 2004-RZ4
2007-S8		RFMSI 2007-S8
2004-SL4		RAMP 2004-SL4
2006-QS17		RALI 2006-QS17
2006-SA3		RFMSI 2006-SA3
2005-RS5		RAMP 2005-RS5
2007-SA3		RFMSI 2007-SA3

2006-RZ1		RAMP 2006-RZ1
2005-QS7		RALI 2005-QS7
2005-QA6		RALI 2005-QA6
2005-EFC2		RAMP 2005-EFC2
2005-QS5		RALI 2005-QS5
2005-QA11		RALI 2005-QA11
2004-S9		RFMSI 2004-S9
2005-QA4		RALI 2005-QA4
2007-S5		RFMSI 2007-S5
2006-EFC2		RAMP 2006-EFC2
2005-QS11		RALI 2005-QS11
2005-RZ2		RAMP 2005-RZ2
2005-QS12		RALI 2005-QS12
2007-S1		RFMSI 2007-S1
2006-QA1		RALI 2006-QA1
2006-S7		RFMSI 2006-S7
2004-QA2		RALI 2004-QA2
2004-QA5		RALI 2004-QA5
2004-QS12		RALI 2004-QS12
2004-SL2		RAMP 2004-SL2
2006-S12		RFMSI 2006-S12
2005-QA5		RALI 2005-QA5
2004-QS10		RALI 2004-QS10
2005-QS10		RALI 2005-QS10
2007-S7		RFMSI 2007-S7
2006-QA9		RALI 2006-QA9
2005-RZ1		RAMP 2005-RZ1
2004-QA4		RALI 2004-QA4
2005-QA7		RALI 2005-QA7
2005-SL2		RAMP 2005-SL2
2005-SA2		RFMSI 2005-SA2
2006-S5		RFMSI 2006-S5
2004-SA1		RFMSI 2004-SA1
2004-RZ3		RAMP 2004-RZ3
2004-SL3		RAMP 2004-SL3

2006-S11		RFMSI 2006-S11
2005-SA5		RFMSI 2005-SA5
2005-QS8		RALI 2005-QS8
2005-S4		RFMSI 2005-S4
2005-QS1		RALI 2005-QS1
2005-QS4		RALI 2005-QS4
2006-S10		RFMSI 2006-S10
2006-SA4		RFMSI 2006-SA4
2004-S6		RFMSI 2004-S6
2004-QS9		RALI 2004-QS9
2005-QA1		RALI 2005-QA1
2004-QS15		RALI 2004-QS15
2007-SA1		RFMSI 2007-SA1
2006-SA1		RFMSI 2006-SA1
2006-S1		RFMSI 2006-S1
2006-S4		RFMSI 2006-S4
2005-SA3		RFMSI 2005-SA3
2005-SA4		RFMSI 2005-SA4
2005-S8		RFMSI 2005-S8
2005-S5		RFMSI 2005-S5
2005-S6		RFMSI 2005-S6
2005-S9		RFMSI 2005-S9
2006-S6		RFMSI 2006-S6
2004-QS13		RALI 2004-QS13
2005-SA1		RFMSI 2005-SA1
2005-S1		RFMSI 2005-S1
2004-QS8		RALI 2004-QS8
2004-S8		RFMSI 2004-S8
2004-J2		GMACMLT 2004-J2
2004-J3		GMACMLT 2004-J3
2004-J4		GMACMLT 2004-J4
2004-GH1		GMACMLT 2004-GH1
2004-J5		GMACMLT 2004-J5
2004-J6		GMACMLT 2004-J6
2005-AR3		GMACMLT 2005-AR3

2005-AR4		GMACMLT 2005-AR4
2005-AR5		GMACMLT 2005-AR5
2005-AR6		GMACMLT 2005-AR6
2007-HE3		GMACM 2007-HE3
2007-HE4		ACE 2007-HE4
BSABS 2004-BO1		BSABS 2004-BO1
NAAC 2004-AP2		NAAC 2004-AP2
NAAC 2007-2		NAAC 2007-2
2003-AR1		GMACMLT 2003-AR1
2003-AR2		GMACMLT 2003-AR2
2003-J10		GMACMLT 2003-J10
2003-J5		GMACMLT 2003-J5
2003-J6		GMACMLT 2003-J6
2003-J7		GMACMLT 2003-J7
2003-J8		GMACMLT 2003-J8
2003-J9		GMACMLT 2003-J9
2005-RP1		RAAC 2005-RP1
2005-RP2		RAAC 2005-RP2
2005-SP2		RAAC 2005-SP2
2006-RP1		RAAC 2006-RP1
2006-RP2		RAAC 2006-RP2
2006-RP3		RAAC 2006-RP3
2006-RP4		RAAC 2006-RP4
2006-SP1		RAAC 2006-SP1
2006-SP2		RAAC 2006-SP2
2006-SP3		RAAC 2006-SP3
2006-SP4		RAAC 2006-SP4
2007-RP1		RAAC 2007-RP1
2007-RP2		RAAC 2007-RP2
2007-RP3		RAAC 2007-RP3
2007-RP4		RAAC 2007-RP4
2007-SP1		RAAC 2007-SP1
2007-SP2		RAAC 2007-SP2
2007-SP3		RAAC 2007-SP3
2001-QS13		RALI 2001-QS13

2001-QS16		RALI 2001-QS16
2001-QS17		RALI 2001-QS17
2001-QS18		RALI 2001-QS18
2001-QS19		RALI 2001-QS19
2002-QS1		RALI 2002-QS1
2002-QS11		RALI 2002-QS11
2002-QS12		RALI 2002-QS12
2002-QS13		RALI 2002-QS13
2002-QS14		RALI 2002-QS14
2002-QS16		RALI 2002-QS16
2002-QS17		RALI 2002-QS17
2002-QS18		RALI 2002-QS18
2002-QS19		RALI 2002-QS19
2002-QS2		RALI 2002-QS2
2002-QS3		RALI 2002-QS3
2002-QS4		RALI 2002-QS4
2002-QS5		RALI 2002-QS5
2002-QS6		RALI 2002-QS6
2002-QS7		RALI 2002-QS7
2002-QS8		RALI 2002-QS8
2002-QS9		RALI 2002-QS9
2003-QA1		RALI 2003-QA1
2003-QS1		RALI 2003-QS1
2003-QS10		RALI 2003-QS10
2003-QS11		RALI 2003-QS11
2003-QS12		RALI 2003-QS12
2003-QS13		RALI 2003-QS13
2003-QS14		RALI 2003-QS14
2003-QS15		RALI 2003-QS15
2003-QS16		RALI 2003-QS16
2003-QS17		RALI 2003-QS17
2003-QS18		RALI 2003-QS18
2003-QS19		RALI 2003-QS19
2003-QS2		RALI 2003-QS2
2003-QS20		RALI 2003-QS20

2003-QS21		RALI 2003-QS21
2003-QS22		RALI 2003-QS22
2003-QS23		RALI 2003-QS23
2003-QS3		RALI 2003-QS3
2003-QS4		RALI 2003-QS4
2003-QS5		RALI 2003-QS5
2003-QS6		RALI 2003-QS6
2003-QS7		RALI 2003-QS7
2003-QS8		RALI 2003-QS8
2003-QS9		RALI 2003-QS9
2004-QA1		RALI 2004-QA1
2004-QS1		RALI 2004-QS1
2004-QS11		RALI 2004-QS11
2004-QS2		RALI 2004-QS2
2004-QS3		RALI 2004-QS3
2004-QS4		RALI 2004-QS4
2004-QS5		RALI 2004-QS5
2004-QS6		RALI 2004-QS6
2004-QS7		RALI 2004-QS7
2001-RS2		RAMP 2001-RS2
2002-RS2		RAMP 2002-RS2
2002-RS3		RAMP 2002-RS3
2002-RZ2		RAMP 2002-RZ2
2002-RZ3		RAMP 2002-RZ3
2002-SL1		RAMP 2002-SL1
2003-RS10		RAMP 2003-RS10
2003-RS7		RAMP 2003-RS7
2003-SL1		RAMP 2003-SL1
2004-KR1		RAMP 2004-KR1
2004-RS2		RAMP 2004-RS2
2004-RS3		RAMP 2004-RS3
2004-RZ1		RAMP 2004-RZ1
2004-SL1		RAMP 2004-SL1
2001-KS2		RASC 2001-KS2
2001-KS3		RASC 2001-KS3

2003-KS10		RASC 2003-KS10
0000-XX00		XXXX 0000-XX00
0000-XX0		RASC 2003-KS2
2003-KS3		RASC 2003-KS3
2003-KS6		RASC 2003-KS6
2003-KS7		RASC 2003-KS7
2003-KS8		RASC 2003-KS8
2004-KS1		RASC 2004-KS1
2004-KS2		RASC 2004-KS2
2004-KS3		RASC 2004-KS3
2004-KS5		RASC 2004-KS5
2003-S10		RFMSI 2003-S10
2003-S11		RFMSI 2003-S11
2003-S12		RFMSI 2003-S12
2003-S14		RFMSI 2003-S14
2003-S15		RFMSI 2003-S15
2003-S16		RFMSI 2003-S16
2003-S17		RFMSI 2003-S17
2003-S18		RFMSI 2003-S18
2003-S19		RFMSI 2003-S19
2003-S6		RFMSI 2003-S6
2003-S7		RFMSI 2003-S7
2004-S1		RFMSI 2004-S1
2004-S3		RFMSI 2004-S3
2004-S5		RFMSI 2004-S5
2004-RP1		RFSC 2004-RP1
2004-AR1		GMACMLT 2004-AR1
2004-AR2		GMACMLT 2004-AR2
2005-AA1		GMACMLT 2005-AA1
2005-AF1		GMACMLT 2005-AF1
2005-AF2		GMACMLT 2005-AF2
2005-AR1		GMACMLT 2005-AR1
2005-AR2		GMACMLT 2005-AR2
2005-J1		GMACMLT 2005-J1
2006-AR1		GMACMLT 2006-AR1

2006-AR2		GMACMLT 2006-AR2
2006-J1		XXXXXXX 0000-X0
0000-XX0		RAMP 2004-KR2
2004-PS1		RFMSI 2004-PS1
2004-S7		RFMSI 2004-S7
2005-S3		RFMSI 2005-S3
2003-GH1		GMACMLT 2003-GH1
2003-GH2		GMACMLT 2003-GH2
2006-SA2		RFMSI 2006-SA2
2007-S9		RFMSI 2007-S9
2007-SA4		RFMSI 2007-SA4
2004-J1		GMACMLT 2004-J1
2005-SP3		RAAC 2005-SP3
2002-QS15		RALI 2002-QS15
2003-S13		RFMSI 2003-S13
2003-S4		RFMSI 2003-S4
2004-S4		RFMSI 2004-S4
2004-AP1		NAAC 2004-AP1
2005-AP1		NAAC 2005-AP1
2004-RS4		RAMP 2004-RS4
2002-KS2		RASC 2002-KS2
ISAC 2004-4		Impac SAC 2004-4
ISAC 2005-1		IMPAC TO SAC 2005-1
ISAC 2006-1		Impac SAC 2006-1
ISAC 2006-2		Impac SAC 2006-2
ISAC 2006-4		Impac SAC 2006-4
ISAC 2006-5		Impac SAC 2006-5
ISAC 2007-3		Impac SAC 2007-3
2652		SGMS 2007-AHL1
2709		NMFT 2003-2
2710		NMFT 2003-3
2711		NMFT 2003-4
2715		NMFT 2004-4
2764		NMI 2006-5
3048		Equity One 2002-4

3052		Equity One 2003-3
3056		Equity One 2004-3
3058		Equity One 2004-5
3065		Equity One 2005-C
3066		Equity One 2005-5
3067		Equity One 2005-D
3114		GPMF 2006-OH1
3115		GSAA 2006-10
3116		GSAA 2006-11
3117		GSAA 2006-14
3118		GSAA 2006-15
3119		GSAA 2006-16
3120		GSAA 2006-17
3121		GSAA 2006-18
3122		GSAA 2006-19
3123		GSAA 2006-20
3124		GSAA 2006-3
3125		GSAA 2006-4
3126		GSAA 2006-5
3127		GSAA 2006-6
3128		GSAA 2006-7
3129		GSAA 2006-8
3130		GSAA 2006-9
3131		GSAA 2007-07
3132		GSAA 2007-08
3133		GSAA 2007-09
3134		GSAA 2007-1
3135		GSAA 2007-10
3136		GSAA 2007-2
3137		GSAA 2007-3
3138		GSAA 2007-4
3139		GSAA 2007-5
3140		GSAA 2007-6
3171		GSR 2006-10F
3172		GSR 2006-2F

3173		GSR 2006-3F
3174		GSR 2006-4F
3175		GSR 2006-5F
3176		GSR 2006-8F
3177		GSR 2006-OA1
3178		GSR 2007-1F
3179		GSR 2007-2F
3180		GSR 2007-4F
3181		GSR 2007-5F
3182		GSR 2007-AR1
3183		GSR 2007-OA1
3184		GSR 2007-OA2
3187		Homeowner’s Financial 1996-1
3238		CWABS 2002-03
3241		CWABS 2002-BC1
3243		CWABS 2002-BC3
3244		CWABS 2004-BC2
3245		CWABS 2004-BC3
3253		CWALT 2004-09T1
3260		CWALT 2004-J2
3261		CWALT 2004-J3
3263		CWALT 2004-J8
3264		CWALT 2007-2 CB
3266		CWALT 2007-6
3267		CWMBS 1998-04 ALT 1998-2
3273		CWMBS 2002-39_CHL 2002-39
3274		CWMBS 2002-J5_CHL 2002-J5
3275		CWMBS 2003-01_CHL 2003-1
3277		CWMBS 2003-03_CHL 2003-03
3280		CWMBS 2003-11_CHL 2003-11
3281		CWMBS 2003-13 ALT 2003-5T2
3282		CWMBS 2003-16 ALT 2003-6T2
3283		CWMBS 2003-22 ALT 2003-9T1
3284		CWMBS 2003-25 ALT 2003-11T1
3286		CWMBS 2003-33 ALT 2003-15T2

3287		CWMBS 2003-34_CHL 2003-34
3293		CWMBS 2003-55 ALT 2003-21T1
3295		CWMBS 2003-J11 ALT 2003-J1
3300		CWMBS 2003-J8_CHL 2003-J8
3304		Popular 2006-C
3305		Popular 2006-D
3306		Popular 2006-E
3314		RAAC 2004-SP3
3324		RALI 2002-QS6
3328		RALI 2003-QS18
3330		RALI 2003-QS6
3332		RALI 2003-QS8
3333		RALI 2004-QA3
3334		RALI 2004-QS15
3335		RALI 2004-QS5
3336		RALI 2004-QS8
3339		RALI 2001-QS16
3340		RALI 2001-QS17
3342		RALI 2002-QS10
3343		RALI 2002-QS3
3344		RALI 2002-QS8
3347		RALI 2003-QS2
3349		RALI 2004-QA4
3352		RALI 2004-QS12
3353		RALI 2004-QS14
3356		RALI 2004-QS4
3360		RALI 2005-QS12
3364		RALI 2005-QS4
3365		RALI 2006-QS2
3367		RAMP 2001-RS3
3377		RAMP 2004-SL2
3378		RAMP 2004-SL3
3379		RAMP 2004-SL4
3399		RFMSI 2005-S8
3400		RFMSI 2006-S10

3453		CPT 2004-EC1
3458		Equity One 1999-1
3459		Equity One 2001-3
3460		Equity One 2002-1
3464		Equity One 2005-2
3466		Equity One 2005-3
3494		SASC 2004-13
3495		SASC 2004-7
3503		UBS 2001-PB1
3504		UBS 2001-PB2
3506		Chase 2003-S13
3797		NMFT 2005-1
3799		NMFT 2005-3
3802		NMI 2006-2
3803		NMI 2006-3
3804		NMI 2006-4
3845		Saxon 99-3
3846		Saxon 99-5
3847		Saxon 00-1
3850		Saxon 00-4
2005-RP3		RAAC 2005-RP3
2003-S20		RFMSI 2003-S20
2004-S2		RFMSI 2004-S2
HVMLT 2006-14		HVMLT 2006-14
HVMLT 2006-10		HVMLT 2006-10
MSLT 2007-1		MSLT 2007-1
HVMLT 2007-3		HVMLT 2007-3
2002-FLOW		2002-FLOW
HVMLT 2007-4		HVMLT 2007-4
HVMLT 2007-06		HVMLT 2007-06
MSLT 2007-2		MSLT 2007-2
WHOLE-LOAN		COUNRTYWIDE/BANK OF AMERICA
GPMF 2006-AR7		GPMF 2006-AR7
GPMF 2006-AR4		GPMF 2006-AR4
LXS 2006-GP4		LXS 2006-GP4

GPMF 2006-AR5		GPMF 2006-AR5
DBALT 2007-OA5		DBALT 2007-OA5
GPMF 2006-AR6		GPMF 2006-AR6
GPMF 2007-AR1		GPMF 2007-AR1
MSLT 2006-03		MSLT 0000-00
XXXXXXXXXXX		XXXXXXXXXXX
TCMLT 2006-1		TCMLT 2006-1
GPMF 2006-AR8		GPMF 2006-AR8
MSLT 2006-2		MSLT 2006-2
LXS 2006-GP3		LXS 2006-GP3
DBALT 2007-OA4		DBALT 2007-OA4
GPMF 2007-AR2		GPMF 0000-XX0
XXXXX 0000-XXX0		XXXXX 0000-XXX0
XXXXX 0000-XXX0		XXXXX 0000-XXX0
XXXX 0000-XX0		XXXX 0000-XX0
LXS 2006-GP2		LXS 2006-GP2
LXS 2006-GP1		LXS 2006-GP1
HVMLT 2005-11		HVMLT 2005-11
WHOLE-LOAN		MANA 2007-OAR3
WHOLE-LOAN		MSLT 2005-03
2003-7		2003-7
LXS 2006-4N		LXS 2006-4N
LBHI SCRATCHDENT		LBHI SCRATCHDENT
DBALT 2007-OA3		DBALT 2007-OA3
XXXXXX 0000-0		XXXXXX 2006-1
SEQ 2007-2		SEQ 2007-2
SEQ 2007-4		SEQ 2007-4
DBALT 2007-RAMP1		DBALT 2007-RAMP1
MARM 2005-1		MARM 2005-1
HVMLT 2006-SB1		HVMLT 2006-SB1

DMSI 2004-5		DMSI 2004-5
DBALT 2003-2XS		DBALT 2003-2XS
MSLT 2005-01		MSLT 2005-01
XXXXXX 0000-0		XXXXXX 2006-3
WHOLE-LOAN		AMALGAMATED BANK
HVMLT 2005-15		HVMLT 2005-15
HVMLT 2007-07		HVMLT 2007-07
XXX 2006-4		XXX 2006-4
LXS 2006-12N		LXS 2006-12N
ARMT 2005-11		ARMT 2005-11
MLMI 2005-A6		MLMI 2005-A6
0-00 XXX/XX		0-00 XXX/XX
9-02 FHAVA		9-02 FHAVA
SEQ 2004-3		SEQ 0000-0
XXXX 0000-0		XXXX 0000-0
SEQ 2007-1		SEQ 2007-1
MSLT 2004-1		MSLT 2004-1
ENTITY 571		ENTITY 571
SUBFLOW 2005		SUBFLOW 2005
DBALT 2003-4XS		DBALT 2003-4XS
0103 FHAVA		0103 FHAVA
2007-E1		2007-E1
RAST 2005-A6CB		RAST 2005-A6CB
GSR 2006-AR1		GSR 2006-AR1
XXX 2006-3		XXX 2006-3
DMSI 2004-4		DMSI 2004-4
ARMT 2005-9		ARMT 2005-9
GSR 2007-AR1		GSR 2007-AR1
GSMPS 2006-RP2		GSMPS 2006-RP2
WHOLE-LOAN		WASHINGTON MUTUAL MTG SEC CORP
WHOLE-LOAN		E*TRADE BANK
DBALT 2005-3		DBALT 2005-3

2004-WH6		2004-WH6
SEQ 2004-10		SEQ 2004-10
SEQ 2004-4		SEQ 2004-4
SEQ 2004-12		SEQ 2004-12
2006-WH17		2006-WH17
LXS 2006-10N		LXS 2006-10N
BAFC 2006-4		BAFC 0000-0
XXXX 0000-XX0		XXXX 0000-XX0
GSR 2006-4F		GSR 2006-4F
SARM 2007-3		SARM 2007-3
CSFB 2005-9		CSFB 2005-9
GSR 2006-AR2		GSR 2006-AR2
ICMB 2004-11		ICMB 2004-11
NCHELT 2004-A		NCHELT 2004-A
ICMB 2003-9F		Impac CMB 2003-9F
ICMB 2004-10		Impac CMB 2004-10
ICMB 2004-4		Impac CMB 2004-4
ICMB 2004-5		Impac CMB 2004-5
ICMB 2004-7		Impac CMB 2004-7
ICMB 2004-8		Impac CMB 2004-8
ICMB 2004-9		Impac CMB 2004-9
ICMB 2005-1		Impac CMB 2005-1
ICMB 2005-2		Impac CMB 2005-2
ICMB 2005-4		Impac CMB 2005-4
ICMB 2005-8		Impac CMB 2005-8
ICMB 2007-A		Impac CMB 2007-A
ISAC 2002-2		Impac SAC 2002-2
ISAC 2002-3		Impac SAC 2002-3
ISAC 2003-1		Impac SAC 2003-1
ISAC 2003-3		Impac SAC 2003-3
ISAC 2004-1		Impac SAC 2004-1
ISAC 2004-2		Impac SAC 2004-2

SCHEDULE II

Underlying Documents

None

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

From  Month1				To Month				Retained Fee
	1				3				16.75
	4				6				15.75
	7				9				15.25
	10				12				14.75
	13				15				14.75
	16				18				14.25
	19				21				13.75
	22				24				13.50
	25				27				13.50
	28				30				13.25
	31				33				13.00
	34				36				13.00
	37				39				13.00
	40				42				13.00
	43				45				13.00
	46				48				13.00
	49				51				13.00
	52				54				13.00
	55				57				13.00
	58				60				13.00
	61				63				13.00
	64				66				13.00
	67				69				13.00
	70				72				13.00

¹  Starting with July 2013.

SCHEDULE IV

TARGET RATIO SCHEDULE

Month2				Target Advance Ratio
	1				2.87	%
	2				2.82	%
	3				2.78	%
	4				2.74	%
	5				2.70	%
	6				2.66	%
	7				2.62	%
	8				2.58	%
	9				2.54	%
	10				2.50	%
	11				2.47	%
	12				2.43	%
	13				2.39	%
	14				2.36	%
	15				2.32	%
	16				2.29	%
	17				2.25	%
	18				2.22	%
	19				2.18	%
	20				2.15	%
	21				2.12	%
	22				2.09	%
	23				2.06	%
	24				2.03	%
	25				2.00	%
	26				1.97	%
	27				1.94	%
	28				1.91	%
	29				1.88	%
	30				1.85	%
	31				1.82	%
	32				1.80	%
	33				1.77	%

²  Starting with July 2013.

	34				1.74	%
	35				1.72	%
	36				1.69	%
	37				1.66	%
	38				1.64	%
	39				1.61	%
	40				1.59	%
	41				1.57	%
	42				1.54	%
	43				1.52	%
	44				1.50	%
	45				1.50	%
	46				1.50	%
	47				1.50	%
	48				1.50	%
	49				1.50	%
	50				1.50	%
	51				1.50	%
	52				1.50	%
	53				1.50	%
	54				1.50	%
	55				1.50	%
	56				1.50	%
	57				1.50	%
	58				1.50	%
	59				1.50	%
	60				1.50	%
	61				1.50	%
	62				1.50	%
	63				1.50	%
	64				1.50	%
	65				1.50	%
	66				1.50	%
	67				1.50	%
	68				1.50	%
	69				1.50	%
	70				1.50	%
	71				1.50	%
	72				1.50	%

SCHEDULE V

VALUATION PERCENTAGE

Investor Number		Deal Name		Purchase Price (BPs)
2959		AMSI 2002-AR1			—
2960		AMSI 2003-7			—
2964		ARSI 2003-W4			—
2965		ARSI 2004-W3			—
2969		BOND SECURITIZATION 2003-1			—
2971		C-BASS 1999-CB1			(131.69	)
2972		C-BASS 1999-CB2			(119.17	)
0000		XXXXXXX XX XX XX 0000-0			21.97
0000		XXXXXXX XX XX TR 2002-2			32.79
0000		XXXXXXX XX XX TR 2003-1			36.25
3142		GSAMP 2003-NC1			43.39
3195		MLMI 2002-NC1			12.72
3201		XXXXXX XXXXXXX 2002-AM2			(13.20	)
3203		XXXXXX XXXXXXX 2002-HE2			(63.98	)
3214		NAAC 2003-A2			50.77
3234		PC 2005-2			39.91
3322		RAAC 2007-SP2			27.39
3327		RALI 2003-QS17			(25.74	)
3329		RALI 2003-QS19			(41.04	)
3337		RALI 2005-QS6			43.38
3346		RALI 2003-QS15			53.14
3350		RALI 2004-QA6			(32.71	)
3354		RALI 2004-QS16			(39.13	)
3358		RALI 2004-QS7			(2.82	)
3359		RALI 2005-QA3			(17.80	)
3361		RALI 2005-QS14			(9.43	)
3362		RALI 2005-QS16			60.75
3363		RALI 2005-QS17			68.21
3366		RALI 2006-QS7			41.64
3371		RAMP 2003-RP1			(29.07	)

3372		RAMP 2003-RP2			(11.47	)
3374		RAMP 2003-SL1			72.86
3381		RAMP 2005-RP2			19.86
3385		RAMP 2006-RP1			26.24
3386		RAMP 2006-RP2			10.30
3387		RAMP 2006-RP3			24.47
3389		RAMP 2007-RP1			23.83
3392		RAMP 2007-RP4			24.30
3402		SABR 2004-NC3			53.64
3404		SBM7 2002-WMC2			5.40
3408		Soundview 2001-2			(47.38	)
3413		Soundview 2007-2			(74.93	)
3425		TERWIN 2003-7SL			(65.10	)
3428		TERWIN 2004-10SL			(99.26	)
3429		TERWIN 2004-2SL			(55.86	)
3430		TERWIN 2004-6SL			(40.64	)
3451		CMLTI 2003-HE2			53.43
3535		C-BASS 2003-CB4			(11.81	)
3553		GSAA 2007-S1			9.43
3218		Option One 2002-5			—
3315		RAAC 2005-SP2			34.93
3318		RAAC 2006-SP2			31.05
3321		RAAC 2007-SP1			23.50
3325		RALI 2003-QS11			(13.21	)
3326		RALI 2003-QS13			(24.75	)
3348		RALI 2003-QS4			14.25
3376		RAMP 2004-SL1			38.34
3380		RAMP 2005-RP1			3.29
3384		RAMP 2005-SL2			10.55
3388		RAMP 2006-RP4			27.77
3390		RAMP 2007-RP2			24.63
3391		RAMP 2007-RP3			17.63
3452		CMLTI 2004-NCM1 (Nat City)			(23.68	)
3778		MSMLT 2007-2AX			35.15

3779		MSMLT 2007-5AX			17.89
3785		MSM 2006-15XS			4.69
3787		MSM 2007-8XS			15.55
3788		MSM 2007-10XS			36.31
3796		MSM 2007-11AR			50.12
3810		MSAC 2007-SEA1			24.47
0000		XXX 0000-00			00.00
0000		XXX 0000-00XX			43.71
3827		MSM 2007-15AR			16.14
3853		Saxon 01-3			(29.13	)
3856		Saxon 02-1			(10.71	)
3976		ABFC 2001-AQ1			(54.14	)
3977		ABFC 2002-OPT1			(9.73	)
3978		ABFC 2003-OPT1			22.05
3984		ABFC 2005-AQ1			60.93
3985		ABFC 2005-HE1			65.40
3988		ABFC 2006-OPT1			40.42
3989		ABFC 2006-OPT2			52.89
3990		ABFC 2006-OPT3			53.25
3992		ABSC 2001-HE3			(27.64	)
3998		ACE Series 2001-AQ1			(40.79	)
4002		ACE Series 2005-SD1			16.04
4005		AHM Assets Trust 2005-1			30.04
4006		AHM Assets Trust 2005-2			25.87
4007		AHM Assets Trust 2006-1			25.29
4008		AHM Assets Trust 2006-2			41.55
4011		AHM Assets Trust 2006-5			41.96
4012		AHM Assets Trust 2006-6			41.03
4015		AHM Assets Trust 2007-3			(5.78	)
4016		AHM Assets Trust 2007-4			39.40
4017		AHM Assets Trust 2007-5			35.87
4020		AHM Investment Trust 2004-2			22.17
4021		AHM Investment Trust 2004-3			25.51
4022		AHM Investment Trust 2004-4			24.49

4023		AHM Investment Trust 2005-1			28.55
4024		AHM Investment Trust 2005-2			21.51
4025		AHM Investment Trust 2005-3			25.95
4026		AHM Investment Trust 2005-4A			31.74
4028		AHM Investment Trust 2005-SD1			(21.09	)
4030		AHM Investment Trust 2006-2			8.60
4031		AHM Investment Trust 2006-3			20.31
4032		AHM Investment Trust 2007-1			36.94
4033		AHM Investment Trust 2007-2			9.84
4034		AHM Investment Trust 2007-A			(3.39	)
4036		AHM Investment Trust 2007-SD1			17.66
4041		AMSI 2001-2			(40.53	)
4042		AMSI 2001-A			(27.67	)
4043		AMSI 2002-2			11.20
4044		AMSI 2002-3			(2.20	)
4045		AMSI 2002-4			12.54
4046		AMSI 2002-A			(14.21	)
4047		AMSI 2002-AR1			5.13
4048		AMSI 2002-B			(14.11	)
4049		AMSI 2002-C			6.93
4050		AMSI 2002-D			17.33
4051		AMSI 2003-1			15.74
4052		AMSI 2003-10			47.57
4053		AMSI 2003-11			33.60
4054		AMSI 2003-12			32.03
4055		AMSI 2003-13			37.53
4056		AMSI 2003-2			10.45
4057		AMSI 2003-5			36.61
4058		AMSI 2003-6			30.07
4059		AMSI 2003-7			40.23
4060		AMSI 2003-8			33.11
4061		AMSI 2003-9			44.80
4062		AMSI 2003-AR1			26.86
4063		AMSI 2003-AR2			34.79

4064		AMSI 2003-AR3			36.58
4065		AMSI 2003-IA1			44.42
4066		AMSI 2004-FR1			59.61
4067		AMSI 2004-IA1			21.97
4068		AMSI 2004-R1			49.58
4073		AMSI 2004-R10			27.61
4074		AMSI 2004-R11			42.70
4075		AMSI 2004-R12			41.04
4076		AMSI 2004-R2			45.07
4077		AMSI 2004-R3			43.98
4078		AMSI 2004-R4			19.78
4079		AMSI 2004-R5			34.74
4080		AMSI 2004-R6			31.14
4081		AMSI 2004-R7			33.90
4082		AMSI 2004-R8			25.88
4083		AMSI 2004-R9			26.58
4084		AMSI 2005-R1			36.62
4086		AMSI 2005-R11			46.20
4087		AMSI 2005-R2			40.84
4088		AMSI 2005-R3			40.34
4089		AMSI 2005-R4			37.64
4090		AMSI 2005-R5			33.28
4091		AMSI 2005-R6			39.70
4092		AMSI 2005-R7			38.42
4094		AMSI 2005-R9			53.41
4095		AMSI 2006-R1			33.55
4096		AMSI 2006-R2			20.07
4101		Xxxxxx ARC 2002-BC6			5.06
4102		Xxxxxx ARC 2002-BC8			14.38
4104		ARSI 2003-W1			46.66
4105		ARSI 2003-W10			39.69
4106		ARSI 2003-W2			29.61
4107		ARSI 2003-W3			57.49
4108		ARSI 2003-W4			49.21

4109		ARSI 2003-W5			61.84
4110		ARSI 2003-W6			50.97
4111		ARSI 2003-W7			51.32
4112		ARSI 2003-W8			44.79
4113		ARSI 2003-W9			46.77
4114		ARSI 2004-PW1			33.71
4115		ARSI 2004-W1			48.20
4116		ARSI 2004-W10			35.35
4118		ARSI 2004-W2			48.77
4119		ARSI 2004-W3			51.91
4120		ARSI 2004-W4			47.53
4121		ARSI 2004-W5			53.16
4122		ARSI 2004-W6			55.62
4123		ARSI 2004-W7			49.89
4124		ARSI 2004-W8			26.40
4125		ARSI 2004-W9			48.45
4126		ARSI 2005-W1			46.35
4128		ARSI 2005-W3			46.77
4129		ARSI 2005-W4			44.26
4131		ARSI 2006-M1			25.37
4132		ARSI 2006-M2			31.66
4133		ARSI 2006-M3			29.58
4136		ARSI 2006-W3			25.63
4137		ARSI 2006-W4			25.33
4138		ARSI 2006-W5			24.68
0000		Xxxx xx Xxxxxxx Funding Corp. 2008-1			22.87
4142		Bear Xxxxxxx ABS I Trust 2006-AC3			(2.74	)
4151		Citigroup CMLTI 2006-AMC1			25.94
4152		Citigroup CMLTI 2006-HE2			16.69
4165		Deutsche DBALT 2006-AB2			(11.90	)
4166		Deutsche DBALT 2006-AB3			(19.97	)
4167		Deutsche DBALT 2006-AB4			(19.09	)
4171		Deutsche DBALT 2006-AR5			(79.56	)
4172		Deutsche DBALT 2006-AR6			(14.66	)

4173		Deutsche DBALT 2007-1			(10.34	)
4175		Deutsche DBALT 2007-AB1			(3.93	)
4176		First Franklin 2001-FF1			(72.06	)
4177		First Franklin 2001-FF2			(11.70	)
4179		Xxxxxxx Xxxxx GSAA Home Equity 2006-10			(3.67	)
4180		Xxxxxxx Sachs GSAA Home Equity 2006-11			19.84
4181		Xxxxxxx Xxxxx GSAA Home Equity 2006-6			(1.01	)
4182		Xxxxxxx Sachs GSAA Home Equity 2006-9			28.17
4183		Xxxxxxx Xxxxx GSAMP 2003-HE2			100.58
4184		Xxxxxxx Sachs GSAMP 2004-OPT			69.22
4185		Xxxxxxx Xxxxx GSAMP 2006-S4			(34.11	)
4186		Xxxxxxx Sachs GSR 2006-AR1			32.20
4187		Xxxxxxx Xxxxx GSR 2006-AR2			35.57
4188		Xxxxxxx Sachs GSR 2006-OA1			30.89
4192		HSBC HASCO 2005-I1			84.65
4193		HSBC HASCO 2005-OPT1			68.31
4198		HSBC HASCO 2007-HE1			38.52
4207		HarborView Mortgage Loan Trust 2006-14			43.28
4208		HarborView Mortgage Loan Trust 2006-6			18.45
4209		HarborView Mortgage Loan Trust 2006-7			42.12
4210		HarborView Mortgage Loan Trust 2007-2			43.76
4216		Luminent Mortgage Trust 2006-7			39.96
4223		MASTR ABS Trust 2007-HE2			61.93
4224		MASTR ALT Series 2006-2			1.72
4226		MASTR ARM Trust 2005-8			29.81
4227		MASTR ARM Trust 2006-OA1			39.99
4229		MASTR ARM Trust 2007-1			55.10
4231		OOMC MESA Trust 2001-2			(58.55	)
4237		Xxxxxxx Xxxxx Series 2002-HE1			(1.13	)
4240		Xxxxxxx Xxxxx Series 2004-OPT1			68.44
4243		Xxxxxx Xxxxxxx 2004-OP1			37.31
4244		Xxxxxx Xxxxxxx 2005-HE1			31.39
4245		Xxxxxx Xxxxxxx 2005-HE2			42.18
4247		Xxxxxx Xxxxxxx 2006-5AR			35.31

4255		OOMC Loan Trust 1999-A			(49.88	)
4256		OOMC Loan Trust 1999-B			(62.36	)
4257		OOMC Loan Trust 1999-C			(44.74	)
4260		OOMC Loan Trust 2000-A			(52.44	)
4261		OOMC Loan Trust 2000-B			(54.10	)
4262		OOMC Loan Trust 2000-C			(58.01	)
4263		OOMC Loan Trust 2000-D			(75.57	)
4264		OOMC Loan Trust 2001-4			16.86
4265		OOMC Loan Trust 2001-A			(53.20	)
4266		OOMC Loan Trust 2001-B			(46.16	)
4267		OOMC Loan Trust 2001-C			(20.08	)
4268		OOMC Loan Trust 2001-D			(18.03	)
4270		OOMC Loan Trust 2002-2 -STEP			93.66
4272		OOMC Loan Trust 2002-4			7.47
4273		OOMC Loan Trust 2002-5			(10.72	)
4275		OOMC Loan Trust 2002-A -STEP			52.28
4302		OOMC Loan Trust 2007-HL1			54.60
4304		XXXX Xxxxxxxxxx 0000-0			(52.24	)
4308		QUEST 2002-X1			(29.95	)
4309		QUEST 2003-X2			(44.51	)
4310		QUEST 2003-X3			(18.13	)
4311		QUEST 2003-X4			(7.71	)
4312		QUEST 2004-X1			(33.65	)
4313		QUEST 2004-X2			24.13
4314		QUEST 2004-X3			19.50
4315		QUEST 2005-X1			27.13
4316		QUEST 2005-X2			22.90
4317		QUEST 2006-X1			17.90
4318		QUEST 2006-X2			(20.02	)
4324		Xxxxxx SAIL 2003-BC10 Step Fee			102.61
4325		Xxxxxx SAIL 2003-BC11 Step Fee			114.33
4326		Xxxxxx SAIL 2003-BC12			94.18
4327		Xxxxxx SAIL 2003-BC13			98.45
4328		Xxxxxx SAIL 2003-BC2			—

4329		Xxxxxx SAIL 2003-BC4			—
4331		Xxxxxx SAIL 2003-BC6			30.91
4332		Xxxxxx SAIL 2003-BC7			24.79
4333		Xxxxxx SAIL 2003-BC8			(55.87	)
4334		Xxxxxx SAIL 2003-BC9			(8.33	)
4337		Xxxxxx SAIL 2004-11			74.14
4338		Xxxxxx SAIL 2004-2			108.45
4339		Xxxxxx SAIL 2004-3			75.05
4340		Xxxxxx SAIL 2004-4			56.81
4341		Xxxxxx SAIL 2004-6			69.18
4342		Xxxxxx SAIL 2004-7			66.41
4344		Xxxxxx SAIL 2004-8			70.90
4349		Xxxxxx SAIL 2005-3			62.88
4350		Xxxxxx SAIL 2005-4			70.66
4351		Xxxxxx SAIL 2005-5			64.19
4352		Xxxxxx SAIL 2005-6			71.61
4355		Xxxxxx SAIL 2006-BNC3			(119.61	)
4356		Bear Xxxxxxx XXXX II Trust 2006-AR5			26.09
4360		Xxxxxx SASCO 1999-BC4			(51.99	)
4372		Xxxxxx SASCO 2005-S7			(88.20	)
4373		Xxxxxx SASCO 2005-SC1			(38.95	)
4379		Xxxxxx SASCO 2006-Z			47.07
4381		Xxxxxx SASCO 2007-GEL2			(50.03	)
4382		Xxxxxx SASCO 2007-TC1			(60.94	)
4384		Salomon Brothers 1997-LB6			(49.79	)
4385		Salomon Brothers 1998-AQ1			(74.93	)
4386		Salomon Brothers 1998-NC7			(47.17	)
4403		Soundview 2007-OPT2			63.25
4404		Soundview 2007-OPT3			65.17
4422		AHM Assets Trust 2007-SD2			33.27
0000-XXX0		XXXX 0000-XXX0			16.67
0000-XXX0		XXXX 0000-XXX0			17.97
2006-QS16		RALI 2006-QS16			21.57
0000-XX0		XXXX 0000-XX0			18.01

2006-QS8		RALI 2006-QS8			23.46
2007-QS6		RALI 2007-QS6			22.77
2006-RS2		RAMP 2006-RS2			21.57
2006-KS1		RASC 2006-KS1			17.46
2006-RS4		RAMP 2006-RS4			19.53
2004-RS10		RAMP 2004-RS10			13.25
2006-RZ4		RAMP 2006-RZ4			17.59
2007-QA1		RALI 2007-QA1			23.38
2004-RS8		RAMP 2004-RS8			10.81
2006-KS9		RASC 2006-KS9			18.80
0000-XX00		XXXX 0000-XX00			5.45
0000-XX0		XXXX 0000-XX0			15.50
2007-S4		RFMSI 2007-S4			47.54
2006-KS2		RASC 2006-KS2			15.95
2004-KS8		RASC 2004-KS8			38.13
0000-XX00		XXXX 0000-XX00			9.59
2006-RZ3		RAMP 2006-RZ3			15.49
2006-RS5		RAMP 2006-RS5			16.65
2006-KS8		RASC 2006-KS8			14.32
0000-XX00		XXXX 0000-XX00			17.32
2005-QS14		RALI 2005-QS14			17.47
0000-XX00		XXXX 0000-XX00			17.98
2007-QS2		RALI 2007-QS2			27.56
2006-QS18		RALI 2006-QS18			19.08
2005-KS7		RASC 2005-KS7			16.84
2007-KS4		RASC 2007-KS4			15.27
2007-QS11		RALI 2007-QS11			16.94
2007-QA4		RALI 2007-QA4			23.37
2006-KS3		RASC 2006-KS3			16.34
2005-RS3		RAMP 2005-RS3			17.99
2007-RZ1		RAMP 2007-RZ1			21.19
2005-KS6		RASC 2005-KS6			19.34
2004-KS6		RASC 2004-KS6			25.03
2006-NC2		RAMP 2006-NC2			18.54

2005-RS1		RAMP 2005-RS1			16.23
2005-EFC4		RAMP 2005-EFC4			24.05
2007-KS3		RASC 2007-KS3			19.63
0000-XX0		XXXX 0000-XX0			14.32
2005-QS9		RALI 2005-QS9			32.58
2007-RS2		RAMP 2007-RS2			16.09
2004-QA3		RALI 2004-QA3			25.64
2006-RS3		RAMP 2006-RS3			20.48
2005-RS8		RAMP 2005-RS8			18.53
2006-S3		RFMSI 2006-S3			49.30
0000-XX00		XXXX 0000-XX00			16.86
2006-QS1		RALI 2006-QS1			33.80
2006-QS13		RALI 2006-QS13			21.46
2005-KS1		RASC 2005-KS1			9.01
2006-KS5		RASC 2006-KS5			17.29
2005-KS4		RASC 2005-KS4			20.63
2007-QA3		RALI 2007-QA3			23.24
2006-KS4		RASC 2006-KS4			11.16
2005-KS8		RASC 2005-KS8			16.26
2006-RS1		RAMP 2006-RS1			20.64
2006-RS6		RAMP 2006-RS6			16.18
2006-QS6		RALI 2006-QS6			23.22
2006-QS11		RALI 2006-QS11			26.02
2005-QS16		RALI 2005-QS16			30.78
2006-QS14		RALI 2006-QS14			25.61
2007-QS7		RALI 2007-QS7			28.34
2006-EFC1		RAMP 2006-EFC1			19.07
2007-QS3		RALI 2007-QS3			26.19
2006-QA5		RALI 2006-QA5			20.89
2006-QA11		RALI 2006-QA11			22.90
2005-EFC1		RAMP 2005-EFC1			22.36
2005-RS6		RAMP 2005-RS6			18.19
2006-QS4		RALI 2006-QS4			29.75
2006-QS12		RALI 2006-QS12			23.28

2004-RS12		RAMP 2004-RS12			15.34
2006-QS2		RALI 2006-QS2			27.66
2007-SA2		RFMSI 2007-SA2			28.27
2005-QS15		RALI 2005-QS15			28.78
0000-XXX0		XXXX 0000-XXX0			21.96
2007-S3		RFMSI 2007-S3			50.19
2005-QS13		RALI 2005-QS13			31.96
2005-QA9		RALI 2005-QA9			29.61
2006-QA6		RALI 2006-QA6			20.82
2006-NC1		RAMP 2006-NC1			18.21
2005-EFC5		RAMP 2005-EFC5			22.98
2005-QS2		RALI 2005-QS2			38.05
2005-EFC3		RAMP 2005-EFC3			24.76
2006-QS15		RALI 2006-QS15			20.07
2007-S6		RFMSI 2007-S6			36.30
2005-EFC6		RAMP 2005-EFC6			18.28
2005-RS4		RAMP 2005-RS4			17.48
2006-NC3		RAMP 2006-NC3			20.44
2006-QA4		RALI 2006-QA4			18.18
2007-QS8		RALI 2007-QS8			22.20
0000-XX00		XXXX 0000-XX00			3.23
2005-SL1		RAMP 2005-SL1			1.91
2006-S2		RFMSI 2006-S2			48.31
2005-RZ3		RAMP 2005-RZ3			18.11
2006-QS5		RALI 2006-QS5			27.35
2007-RS1		RAMP 2007-RS1			14.52
2004-QS16		RALI 2004-QS16			17.07
2006-QS7		RALI 2006-QS7			24.62
2005-RZ4		RAMP 2005-RZ4			14.29
2005-QS6		RALI 2005-QS6			30.85
2007-QS4		RALI 2007-QS4			21.52
2007-QA2		RALI 2007-QA2			24.85
2006-QS9		RALI 2006-QS9			27.54
0000-XX0		XXXX 0000-XX0			20.64

2007-QS1		RALI 2007-QS1			24.56
2006-QS10		RALI 2006-QS10			24.99
2004-QA6		RALI 2004-QA6			21.51
2005-QA12		RALI 2005-QA12			26.11
2005-QA8		RALI 2005-QA8			27.68
2006-S9		RFMSI 2006-S9			42.75
2004-RS6		RAMP 2004-RS6			20.22
2007-QS5		RALI 2007-QS5			27.57
2006-QS3		RALI 2006-QS3			25.68
2006-S8		RFMSI 2006-S8			46.49
2006-QA3		RALI 2006-QA3			24.09
2005-RS7		RAMP 2005-RS7			22.83
2006-QA2		RALI 2006-QA2			28.87
2006-QA7		RALI 2006-QA7			20.28
2006-RZ5		RAMP 2006-RZ5			16.84
2006-RZ2		RAMP 2006-RZ2			15.69
2005-QA13		RALI 2005-QA13			26.99
0000-XX0		XXXX 0000-XX0			15.08
2005-QA3		RALI 2005-QA3			27.31
2005-QS17		RALI 2005-QS17			30.40
0000-XX0		XXXX 0000-XX0			11.76
2006-QA8		RALI 2006-QA8			20.97
2007-KS1		RASC 2007-KS1			21.54
2006-QA10		RALI 2006-QA10			21.70
2007-QS10		RALI 2007-QS10			18.60
2007-QA5		RALI 2007-QA5			35.81
2005-RS2		RAMP 2005-RS2			13.60
2004-QS14		RALI 2004-QS14			17.40
2007-QS9		RALI 2007-QS9			17.60
2005-QS3		RALI 2005-QS3			21.67
2005-QA10		RALI 2005-QA10			26.95
2005-QA2		RALI 2005-QA2			24.36
2007-S2		RFMSI 2007-S2			43.63
2004-RS11		RAMP 2004-RS11			10.22

2005-KS9		RASC 2005-KS9			19.05
2004-RZ4		RAMP 2004-RZ4			(1.89	)
2007-S8		RFMSI 2007-S8			34.69
2004-SL4		RAMP 2004-SL4			13.00
2006-QS17		RALI 2006-QS17			23.03
2006-SA3		RFMSI 2006-SA3			33.17
2005-RS5		RAMP 2005-RS5			19.80
2007-SA3		RFMSI 2007-SA3			38.46
2006-RZ1		RAMP 2006-RZ1			18.13
2005-QS7		RALI 2005-QS7			34.50
2005-QA6		RALI 2005-QA6			24.92
2005-EFC2		RAMP 2005-EFC2			21.03
2005-QS5		RALI 2005-QS5			19.59
2005-QA11		RALI 2005-QA11			29.01
2004-S9		RFMSI 2004-S9			44.18
2005-QA4		RALI 2005-QA4			26.42
2007-S5		RFMSI 2007-S5			45.85
2006-EFC2		RAMP 2006-EFC2			19.03
2005-QS11		RALI 2005-QS11			35.31
2005-RZ2		RAMP 2005-RZ2			5.27
2005-QS12		RALI 2005-QS12			42.00
2007-S1		RFMSI 2007-S1			47.59
2006-QA1		RALI 2006-QA1			27.81
2006-S7		RFMSI 2006-S7			36.96
2004-QA2		RALI 2004-QA2			19.58
2004-QA5		RALI 2004-QA5			24.27
2004-QS12		RALI 2004-QS12			21.01
2004-SL2		RAMP 2004-SL2			14.58
2006-S12		RFMSI 2006-S12			40.55
2005-QA5		RALI 2005-QA5			30.83
2004-QS10		RALI 2004-QS10			27.01
2005-QS10		RALI 2005-QS10			37.46
2007-S7		RFMSI 2007-S7			30.45
2006-QA9		RALI 2006-QA9			17.74

2005-RZ1		RAMP 2005-RZ1			(8.86	)
2004-QA4		RALI 2004-QA4			18.19
2005-QA7		RALI 2005-QA7			20.84
2005-SL2		RAMP 2005-SL2			(3.84	)
2005-SA2		RFMSI 2005-SA2			46.83
2006-S5		RFMSI 2006-S5			35.94
2004-SA1		RFMSI 2004-SA1			49.85
2004-RZ3		RAMP 2004-RZ3			(3.08	)
2004-SL3		RAMP 2004-SL3			19.23
2006-S11		RFMSI 2006-S11			48.52
2005-SA5		RFMSI 2005-SA5			38.84
2005-QS8		RALI 2005-QS8			(6.49	)
2005-S4		RFMSI 2005-S4			44.28
2005-QS1		RALI 2005-QS1			29.90
2005-QS4		RALI 2005-QS4			26.78
2006-S10		RFMSI 2006-S10			44.67
2006-SA4		RFMSI 2006-SA4			32.30
2004-S6		RFMSI 2004-S6			50.98
2004-QS9		RALI 2004-QS9			(22.65	)
2005-QA1		RALI 2005-QA1			27.17
2004-QS15		RALI 2004-QS15			16.14
2007-SA1		RFMSI 2007-SA1			38.58
2006-SA1		RFMSI 2006-SA1			46.15
2006-S1		RFMSI 2006-S1			49.45
2006-S4		RFMSI 2006-S4			53.01
2005-SA3		RFMSI 2005-SA3			29.31
2005-SA4		RFMSI 2005-SA4			29.59
2005-S8		RFMSI 2005-S8			46.88
2005-S5		RFMSI 2005-S5			40.20
2005-S6		RFMSI 2005-S6			42.70
2005-S9		RFMSI 2005-S9			47.19
2006-S6		RFMSI 2006-S6			43.97
2004-QS13		RALI 2004-QS13			(23.59	)
2005-SA1		RFMSI 2005-SA1			26.14

2005-S1		RFMSI 2005-S1			40.96
2004-QS8		RALI 2004-QS8			33.83
2004-S8		RFMSI 2004-S8			55.47
2004-J2		GMACMLT 2004-J2			49.37
2004-J3		GMACMLT 2004-J3			45.00
2004-J4		GMACMLT 2004-J4			49.36
2004-GH1		GMACMLT 2004-GH1			64.88
2004-J5		GMACMLT 2004-J5			49.45
2004-J6		GMACMLT 2004-J6			43.09
2005-AR3		GMACMLT 2005-AR3			51.78
2005-AR4		GMACMLT 2005-AR4			52.07
2005-AR5		GMACMLT 2005-AR5			51.64
2005-AR6		GMACMLT 2005-AR6			51.67
2007-HE3		XXXXX 0000-XX0			27.91
2007-HE4		ACE 2007-HE4			—
BSABS 2004-BO1		BSABS 2004-BO1			(4.82	)
NAAC 2004-AP2		NAAC 2004-AP2			—
NAAC 2007-2		NAAC 2007-2			—
2003-AR1		GMACMLT 2003-AR1			95.23
2003-AR2		GMACMLT 2003-AR2			88.99
2003-J10		GMACMLT 2003-J10			26.76
2003-J5		GMACMLT 2003-J5			24.46
2003-J6		GMACMLT 2003-J6			50.59
2003-J7		GMACMLT 2003-J7			49.57
2003-J8		GMACMLT 2003-J8			48.97
2003-J9		GMACMLT 2003-J9			45.01
2005-RP1		RAAC 2005-RP1			(11.16	)
2005-RP2		RAAC 2005-RP2			(5.52	)
2005-SP2		RAAC 2005-SP2			5.39
2006-RP1		RAAC 2006-RP1			11.45
2006-RP2		RAAC 2006-RP2			(16.21	)
2006-RP3		RAAC 2006-RP3			(0.54	)
2006-RP4		RAAC 2006-RP4			(23.70	)
2006-SP1		RAAC 2006-SP1			30.12

2006-SP2		RAAC 2006-SP2			14.59
2006-SP3		RAAC 2006-SP3			18.58
2006-SP4		RAAC 2006-SP4			(4.63	)
2007-RP1		RAAC 2007-RP1			(19.36	)
2007-RP2		RAAC 2007-RP2			(14.40	)
2007-RP3		RAAC 2007-RP3			1.73
2007-RP4		RAAC 2007-RP4			13.61
2007-SP1		RAAC 2007-SP1			31.34
2007-SP2		RAAC 2007-SP2			31.01
2007-SP3		RAAC 2007-SP3			28.00
2001-QS13		RALI 2001-QS13			(86.28	)
2001-QS16		RALI 2001-QS16			2.59
2001-QS17		RALI 2001-QS17			1.53
2001-QS18		RALI 2001-QS18			4.72
2001-QS19		RALI 2001-QS19			(89.34	)
2002-QS1		RALI 2002-QS1			1.26
2002-QS11		RALI 2002-QS11			1.98
2002-QS12		RALI 2002-QS12			(2.23	)
0000-XX00		XXXX 0000-XX00			(65.29	)
2002-QS14		RALI 2002-QS14			10.03
2002-QS16		RALI 2002-QS16			(43.41	)
2002-QS17		RALI 2002-QS17			23.85
2002-QS18		RALI 2002-QS18			(44.68	)
0000-XX00		XXXX 0000-XX00			21.01
2002-QS2		RALI 2002-QS2			5.25
2002-QS3		RALI 2002-QS3			(2.80	)
2002-QS4		RALI 2002-QS4			(71.03	)
2002-QS5		RALI 2002-QS5			7.15
2002-QS6		RALI 2002-QS6			(1.03	)
2002-QS7		RALI 2002-QS7			(1.68	)
2002-QS8		RALI 2002-QS8			(69.45	)
2002-QS9		RALI 2002-QS9			(5.22	)
2003-QA1		RALI 2003-QA1			13.42
2003-QS1		RALI 2003-QS1			16.90

2003-QS10		RALI 2003-QS10			26.73
2003-QS11		RALI 2003-QS11			22.78
2003-QS12		RALI 2003-QS12			(23.08	)
2003-QS13		RALI 2003-QS13			26.51
2003-QS14		RALI 2003-QS14			(20.99	)
2003-QS15		RALI 2003-QS15			28.61
2003-QS16		RALI 2003-QS16			(20.40	)
2003-QS17		RALI 2003-QS17			22.08
2003-QS18		RALI 2003-QS18			(18.15	)
0000-XX00		XXXX 0000-XX00			21.18
2003-QS2		RALI 2003-QS2			24.17
2003-QS20		RALI 2003-QS20			(23.33	)
2003-QS21		RALI 2003-QS21			19.08
2003-QS22		RALI 2003-QS22			15.39
2003-QS23		RALI 2003-QS23			(28.67	)
2003-QS3		RALI 2003-QS3			(29.85	)
2003-QS4		RALI 2003-QS4			22.67
2003-QS5		RALI 2003-QS5			(26.79	)
2003-QS6		RALI 2003-QS6			20.83
2003-QS7		RALI 2003-QS7			25.53
2003-QS8		RALI 2003-QS8			21.26
2003-QS9		RALI 2003-QS9			(28.90	)
2004-QA1		RALI 2004-QA1			14.96
2004-QS1		RALI 2004-QS1			21.05
2004-QS11		RALI 2004-QS11			16.88
2004-QS2		RALI 2004-QS2			24.56
2004-QS3		RALI 2004-QS3			(25.06	)
2004-QS4		RALI 2004-QS4			20.13
2004-QS5		RALI 2004-QS5			18.91
2004-QS6		RALI 2004-QS6			(18.68	)
2004-QS7		RALI 2004-QS7			20.91
2001-RS2		RAMP 2001-RS2			(16.06	)
2002-RS2		RAMP 2002-RS2			(15.99	)
2002-RS3		RAMP 2002-RS3			(10.51	)

2002-RZ2		RAMP 2002-RZ2			(17.28	)
2002-RZ3		RAMP 2002-RZ3			(8.91	)
2002-SL1		RAMP 2002-SL1			10.44
2003-RS10		RAMP 2003-RS10			10.60
2003-RS7		RAMP 2003-RS7			18.65
2003-SL1		RAMP 2003-SL1			39.74
2004-KR1		RAMP 2004-KR1			4.29
2004-RS2		RAMP 2004-RS2			13.42
2004-RS3		RAMP 2004-RS3			15.53
2004-RZ1		RAMP 2004-RZ1			(0.86	)
2004-SL1		RAMP 2004-SL1			4.55
2001-KS2		RASC 2001-KS2			(28.85	)
2001-KS3		RASC 2001-KS3			(29.35	)
0000-XX00		XXXX 0000-XX00			27.73
0000-XX00		XXXX 0000-XX00			13.88
2003-KS2		RASC 2003-KS2			(6.93	)
2003-KS3		RASC 2003-KS3			(13.18	)
2003-KS6		RASC 2003-KS6			(14.81	)
0000-XX0		XXXX 0000-XX0			16.45
2003-KS8		RASC 2003-KS8			18.51
2004-KS1		RASC 2004-KS1			18.73
2004-KS2		RASC 2004-KS2			19.56
2004-KS3		RASC 2004-KS3			12.61
0000-XX0		XXXX 0000-XX0			24.62
2003-S10		RFMSI 2003-S10			48.79
2003-S11		RFMSI 2003-S11			25.28
2003-S12		RFMSI 2003-S12			47.03
2003-S14		RFMSI 2003-S14			28.61
2003-S15		RFMSI 2003-S15			31.67
2003-S16		RFMSI 2003-S16			30.35
2003-S17		RFMSI 2003-S17			48.07
2003-S18		RFMSI 2003-S18			29.38
2003-S19		RFMSI 2003-S19			44.61
2003-S6		RFMSI 2003-S6			29.78

2003-S7		RFMSI 2003-S7			52.30
2004-S1		RFMSI 2004-S1			52.40
2004-S3		RFMSI 2004-S3			28.08
2004-S5		RFMSI 2004-S5			51.81
2004-RP1		RFSC 2004-RP1			(3.91	)
2004-AR1		XXXXXXX 0000-XX0			78.82
2004-AR2		GMACMLT 2004-AR2			52.67
0000-XX0		XXXXXXX 0000-XX0			65.26
2005-AF1		XXXXXXX 0000-XX0			43.89
2005-AF2		XXXXXXX 0000-XX0			38.86
2005-AR1		GMACMLT 2005-AR1			53.68
2005-AR2		GMACMLT 2005-AR2			51.23
2005-J1		GMACMLT 2005-J1			45.15
2006-AR1		GMACMLT 2006-AR1			51.19
2006-AR2		GMACMLT 2006-AR2			51.13
2006-J1		GMACMLT 2006-J1			47.49
2004-KR2		RAMP 2004-KR2			7.04
2004-PS1		RFMSI 2004-PS1			19.61
2004-S7		RFMSI 2004-S7			29.47
2005-S3		RFMSI 2005-S3			14.15
2003-GH1		GMACMLT 2003-GH1			38.73
2003-GH2		GMACMLT 2003-GH2			58.32
2006-SA2		RFMSI 2006-SA2			39.54
2007-S9		RFMSI 2007-S9			23.77
2007-SA4		RFMSI 2007-SA4			42.26
2004-J1		GMACMLT 2004-J1			49.34
2005-SP3		RAAC 2005-SP3			(0.25	)
2002-QS15		RALI 2002-QS15			22.19
2003-S13		RFMSI 2003-S13			53.38
2003-S4		RFMSI 2003-S4			50.60
2004-S4		RFMSI 2004-S4			46.09
2004-AP1		NAAC 2004-AP1			—
2005-AP1		NAAC 2005-AP1			50.78
2004-RS4		RAMP 2004-RS4			12.48

2002-KS2		RASC 2002-KS2			(33.13	)
ISAC 2004-4		Impac SAC 2004-4			71.32
ISAC 2005-1		IMPAC TO SAC 2005-1			68.86
ISAC 2006-1		Impac SAC 2006-1			51.12
ISAC 2006-2		Impac SAC 2006-2			67.52
ISAC 2006-4		Impac SAC 2006-4			24.24
ISAC 2006-5		Impac SAC 2006-5			21.04
ISAC 2007-3		Impac SAC 2007-3			35.93
2652		SGMS 2007-AHL1			37.46
2709		NMFT 2003-2			37.11
2710		NMFT 2003-3			49.53
2711		NMFT 2003-4			43.53
2715		NMFT 2004-4			28.73
2764		NMI 2006-5			11.60
3048		Equity One 2002-4			1.38
3052		Equity One 2003-3			35.88
3056		Equity One 2004-3			65.81
3058		Equity One 2004-5			64.55
3065		Equity One 2005-C			45.72
3066		Equity One 2005-5			64.27
3067		Equity One 2005-D			55.46
3114		GPMF 2006-OH1			70.99
3115		GSAA 2006-10			85.54
3116		GSAA 2006-11			52.26
3117		GSAA 2006-14			59.62
3118		GSAA 2006-15			78.14
3119		GSAA 2006-16			62.75
3120		GSAA 2006-17			56.99
3121		GSAA 2006-18			75.46
3122		GSAA 2006-19			56.01
3123		GSAA 2006-20			57.64
3124		GSAA 2006-3			23.82
3125		GSAA 2006-4			89.97
3126		GSAA 2006-5			73.77

3127		GSAA 2006-6			22.17
3128		GSAA 2006-7			13.45
3129		GSAA 2006-8			4.75
3130		GSAA 2006-9			49.96
3131		GSAA 2007-07			8.35
3132		GSAA 2007-08			17.46
3133		GSAA 2007-09			27.33
3134		GSAA 2007-1			62.86
3135		GSAA 2007-10			12.94
3136		GSAA 2007-2			17.29
3137		GSAA 2007-3			5.81
3138		GSAA 2007-4			74.10
3139		GSAA 2007-5			72.59
3140		GSAA 2007-6			56.61
3171		GSR 2006-10F			44.03
3172		GSR 2006-2F			33.15
3173		GSR 2006-3F			56.63
3174		GSR 2006-4F			43.41
3175		GSR 2006-5F			53.61
3176		GSR 2006-8F			36.34
3177		GSR 2006-OA1			52.83
3178		GSR 2007-1F			40.02
3179		GSR 2007-2F			45.16
3180		GSR 2007-4F			46.53
3181		GSR 2007-5F			52.34
3182		GSR 2007-AR1			51.08
3183		GSR 2007-OA1			46.79
3184		GSR 2007-OA2			44.34
3187		Homeowner’s Financial 1996-1			(145.32	)
3238		CWABS 2002-03			(6.78	)
3241		CWABS 2002-BC1			(17.47	)
3243		CWABS 2002-BC3			1.38
3244		CWABS 2004-BC2			22.78
3245		CWABS 2004-BC3			4.72

3253		CWALT 2004-09T1			76.40
3260		CWALT 2004-J2			(17.08	)
3261		CWALT 2004-J3			(31.75	)
3263		CWALT 2004-J8			(27.31	)
3264		CWALT 2007-2 CB			(8.59	)
3266		CWALT 2007-6			(12.94	)
3267		CWMBS 1998-04 ALT 1998-2			(77.47	)
3273		CWMBS 2002-39_CHL 2002-39			7.58
3274		CWMBS 2002-J5_CHL 2002-J5			14.46
3275		CWMBS 2003-01_CHL 2003-1			14.74
3277		CWMBS 2003-03_CHL 2003-03			(27.25	)
3280		CWMBS 2003-11_CHL 2003-11			0.78
3281		CWMBS 2003-13 ALT 2003-5T2			16.63
3282		CWMBS 2003-16 ALT 2003-6T2			19.03
3283		CWMBS 2003-22 ALT 2003-9T1			7.68
0000		XXXXX 0000-00 XXX 0000-00X0			1.84
0000		XXXXX 0000-00 XXX 0000-00X0			33.18
0000		XXXXX 2003-34_CHL 2003-34			13.46
0000		XXXXX 0000-00 XXX 0000-00X0			99.38
3295		CWMBS 2003-J11 ALT 2003-J1			11.64
3300		CWMBS 2003-J8_CHL 2003-J8			10.04
3304		Popular 2006-C			35.04
3305		Popular 2006-D			34.84
3306		Popular 2006-E			37.68
3314		RAAC 2004-SP3			99.64
3324		RALI 2002-QS6			(75.56	)
3328		RALI 2003-QS18			(77.53	)
3330		RALI 2003-QS6			(6.16	)
3332		RALI 2003-QS8			(11.55	)
3333		RALI 2004-QA3			(46.76	)
3334		RALI 2004-QS15			(11.45	)
3335		RALI 2004-QS5			(34.54	)
3336		RALI 2004-QS8			69.90
3339		RALI 2001-QS16			(38.63	)

3340		RALI 2001-QS17			67.70
3342		RALI 2002-QS10			86.07
3343		RALI 2002-QS3			15.76
3344		RALI 2002-QS8			(373.04	)
3347		RALI 2003-QS2			33.49
3349		RALI 2004-QA4			(57.88	)
3352		RALI 2004-QS12			(32.28	)
3353		RALI 2004-QS14			(24.52	)
3356		RALI 2004-QS4			(44.32	)
3360		RALI 2005-QS12			(48.64	)
3364		RALI 2005-QS4			48.00
3365		RALI 2006-QS2			12.23
3367		RAMP 2001-RS3			(20.29	)
3377		RAMP 2004-SL2			42.84
3378		RAMP 2004-SL3			77.12
3379		RAMP 2004-SL4			35.35
0000		XXXXX 2005-S8			51.25
0000		XXXXX 2006-S10			80.61
3453		CPT 2004-EC1			61.71
3458		Equity One 1999-1			(29.15	)
3459		Equity One 2001-3			(16.23	)
3460		Equity One 2002-1			(18.06	)
3464		Equity One 2005-2			68.18
3466		Equity One 2005-3			69.52
3494		SASC 2004-13			(34.34	)
3495		SASC 2004-7			66.72
3503		UBS 2001-PB1			(111.04	)
3504		UBS 2001-PB2			(58.78	)
3506		Chase 2003-S13			48.97
3797		NMFT 2005-1			19.67
3799		NMFT 2005-3			37.07
3802		NMI 2006-2			16.55
3803		NMI 2006-3			12.76
3804		NMI 2006-4			12.20

3845		Saxon 99-3			(48.88	)
3846		Saxon 99-5			(40.54	)
3847		Saxon 00-1			(28.57	)
3850		Saxon 00-4			(33.73	)
2005-RP3		RAAC 2005-RP3			0.55
2003-S20		RFMSI 2003-S20			48.05
2004-S2		RFMSI 2004-S2			43.56
HVMLT 2006-14		HVMLT 2006-14			—
HVMLT 2006-10		HVMLT 2006-10			—
MSLT 2007-1		MSLT 2007-1			—
XXXXX 0000-0		XXXXX 0000-0			—
2002-FLOW		2002-FLOW			69.14
HVMLT 2007-4		HVMLT 2007-4			—
HVMLT 2007-06		HVMLT 2007-06			—
MSLT 2007-2		MSLT 2007-2			—
WHOLE-LOAN		COUNRTYWIDE/BANK OF AMERICA			35.99
GPMF 2006-AR7		GPMF 2006-AR7			—
GPMF 2006-AR4		GPMF 2006-AR4			—
LXS 2006-GP4		LXS 2006-GP4			—
GPMF 2006-AR5		GPMF 2006-AR5			—
DBALT 2007-OA5		DBALT 2007-OA5			—
GPMF 2006-AR6		GPMF 2006-AR6			—
GPMF 2007-AR1		GPMF 2007-AR1			—
MSLT 2006-03		MSLT 2006-03			—
EVERBANKFHA		EVERBANKFHA			—
TCMLT 2006-1		TCMLT 2006-1			—
GPMF 2006-AR8		GPMF 2006-AR8			—
MSLT 2006-2		MSLT 2006-2			—
LXS 2006-GP3		LXS 2006-GP3			—
DBALT 2007-OA4		DBALT 2007-OA4			—
GPMF 2007-AR2		GPMF 2007-AR2			—
SASCO 0000-XXX0		XXXXX 0000-XXX0			—
SASCO 0000-XXX0		XXXXX 0000-XXX0			—
XXXX 0000-XX0		XXXX 0000-XX0			—

LXS 2006-GP2		LXS 2006-GP2			—
LXS 2006-GP1		LXS 2006-GP1			—
HVMLT 2005-11		HVMLT 2005-11			—
WHOLE-LOAN		MANA 2007-OAR3			57.64
WHOLE-LOAN		MSLT 2005-03			105.09
2003-7		2003-7			(1.71	)
LXS 2006-4N		LXS 2006-4N			—
LBHI SCRATCHDENT		LBHI SCRATCHDENT			—
DBALT 2007-OA3		DBALT 2007-OA3			—
XXXXXX 0000-0		XXXXXX 2006-1			66.31
SEQ 2007-2		SEQ 2007-2			77.02
SEQ 2007-4		SEQ 2007-4			72.19
DBALT 2007-RAMP1		DBALT 2007-RAMP1			27.50
MARM 2005-1		MARM 2005-1			71.79
HVMLT 2006-SB1		HVMLT 2006-SB1			—
XXXX 0000-0		XXXX 0000-0			45.53
DBALT 2003-2XS		DBALT 2003-2XS			44.32
MSLT 2005-01		MSLT 2005-01			77.16
XXXXXX 0000-0		XXXXXX 2006-3			59.14
WHOLE-LOAN		AMALGAMATED BANK			43.06
HVMLT 2005-15		HVMLT 2005-15			2.64
HVMLT 2007-07		HVMLT 2007-07			—
XXX 2006-4		XXX 2006-4			52.29
LXS 2006-12N		LXS 2006-12N			18.31
ARMT 2005-11		ARMT 2005-11			58.05
MLMI 2005-A6		MLMI 2005-A6			70.10
0-00 XXX/XX		0-00 XXX/XX			—
9-02 FHAVA		9-02 FHAVA			—
SEQ 2004-3		SEQ 2004-3			58.71
XXXX 0000-0		XXXX 0000-0			42.39
SEQ 2007-1		SEQ 2007-1			67.77
MSLT 2004-1		MSLT 2004-1			104.30
ENTITY 571		ENTITY 571			—
SUBFLOW 2005		SUBFLOW 2005			—

DBALT 2003-4XS		DBALT 2003-4XS			39.27
0103 FHAVA		0103 FHAVA			—
2007-E1		2007-E1			21.78
RAST 2005-A6CB		RAST 2005-A6CB			52.05
GSR 2006-AR1		GSR 2006-AR1			51.50
XXX 2006-3		XXX 2006-3			24.67
DMSI 2004-4		DMSI 2004-4			53.06
ARMT 2005-9		ARMT 2005-9			73.34
GSR 2007-AR1		GSR 2007-AR1			48.06
GSMPS 2006-RP2		GSMPS 2006-RP2			—
WHOLE-LOAN		WASHINGTON MUTUAL MTG SEC CORP			38.32
WHOLE-LOAN		E*TRADE BANK			(4.28	)
DBALT 2005-3		DBALT 2005-3			36.69
2004-WH6		2004-WH6			68.07
SEQ 2004-10		SEQ 2004-10			62.28
SEQ 2004-4		SEQ 2004-4			61.23
SEQ 2004-12		SEQ 2004-12			68.24
2006-WH17		2006-WH17			38.21
LXS 2006-10N		LXS 2006-10N			35.22
BAFC 2006-4		BAFC 2006-4			44.26
HALO 2007-AR1		HALO 2007-AR1			43.44
GSR 2006-4F		GSR 2006-4F			48.40
XXXX 0000-0		XXXX 2007-3			40.09
XXXX 0000-0		XXXX 2005-9			41.68
GSR 2006-AR2		GSR 2006-AR2			45.29
ICMB 2004-11		ICMB 2004-11			45.79
NCHELT 2004-A		NCHELT 2004-A			66.03
ICMB 2003-9F		Impac CMB 2003-9F			(24.26	)
ICMB 2004-10		Impac CMB 2004-10			65.02
ICMB 2004-4		Impac CMB 2004-4			50.24
ICMB 2004-5		Impac CMB 2004-5			54.53
ICMB 2004-7		Impac CMB 2004-7			71.62
ICMB 2004-8		Impac CMB 2004-8			69.10
ICMB 2004-9		Impac CMB 2004-9			53.19

ICMB 2005-1		Impac CMB 2005-1			70.65
ICMB 2005-2		Impac CMB 2005-2			64.96
ICMB 2005-4		Impac CMB 2005-4			65.79
ICMB 2005-8		Impac CMB 2005-8			67.98
ICMB 2007-A		Impac CMB 2007-A			51.81
ISAC 2002-2		Impac SAC 2002-2			41.09
ISAC 2002-3		Impac SAC 2002-3			94.89
ISAC 2003-1		Impac SAC 2003-1			48.90
ISAC 2003-3		Impac SAC 2003-3			46.65
ISAC 2004-1		Impac SAC 2004-1			42.38
ISAC 2004-2		Impac SAC 2004-2			46.94

SCHEDULE VI

AMORTIZATION PERCENTAGE

Month3		Percentage
1			100.00	%
2			98.80	%
3			97.60	%
4			96.40	%
5			95.30	%
6			94.10	%
7			93.00	%
8			91.90	%
9			90.80	%
10			89.70	%
11			88.60	%
12			87.60	%
13			86.50	%
14			85.50	%
15			84.50	%
16			83.50	%
17			82.50	%
18			81.60	%
19			80.60	%
20			79.70	%
21			78.70	%
22			77.80	%
23			76.90	%
24			76.00	%
25			75.10	%
26			74.30	%
27			73.40	%
28			72.60	%
29			71.70	%
30			70.90	%
31			70.10	%
32			69.30	%
33			68.50	%

³  Starting with July 2013.

34			67.70	%
35			67.00	%
36			66.20	%
37			65.50	%
38			64.70	%
39			64.00	%
40			63.30	%
41			62.60	%
42			61.90	%
43			61.20	%
44			60.50	%
45			59.80	%
46			59.20	%
47			58.50	%
48			57.90	%
49			57.20	%
50			56.60	%
51			56.00	%
52			55.40	%
53			54.80	%
54			54.20	%
55			53.60	%
56			53.00	%
57			52.40	%
58			51.90	%
59			51.30	%
60			50.70	%
61			50.20	%
62			49.70	%
63			49.10	%
64			48.60	%
65			48.10	%
66			47.60	%
67			47.10	%
68			46.60	%
69			46.10	%
70			45.60	%
71			45.10	%
72			44.60	%